AGM notes 2014 (tradecraft)20 Mar 2017 06:17
REM AGM 24 July 2015 – Tradecraft notes – v3
Proviso – this is my own view of various conversations at the REM AGM on 24 July 2015 – neither exhaustive nor necessarily accurate – but I’ll do my best to reproduce what I can, in case it’s useful for anybody. Please note that DL explicitly asked for certain elements not to be “blogged”, and I will not reproduce these here.
[TC note – My commentary/opinion interspersed in italics.]
PART I – In which the Players convene in a small, overheated room on London’s Strand
Meeting starts 10am. Attendance about three times higher than last year (I’m guessing 35 people). Good attendance from LSE & III BBs – at least 9 posters/readers that I met, probably a few more besides. I won’t name people here as it’s for them to reveal whether or not they attended. Also quite a few investors who aren’t on the BBs that I know of. Next year we’ll need a bigger room...
In attendance from REM: David Lenigas, Donald Strang, Kiran Morzaria, David Bick (Square 1 Consulting - PR).
Apologies: Adrian Fairbourn and Andrew Suckling who would have liked to attend but are occupied in New York on “other pressing business”.
DL opens by addressing the repeated online comments about REM directors not buying shares, apparently a topic that irritates him. At no point since the 2014 AGM have they not been in possession of inside information, and therefore have not been allowed to buy shares. He suggests that it is not even authorised to say “I wish I could buy shares”.
Ordinary Resolutions 1 to 4 all pass with no commentary or questions.
Before putting Resolutions 5 & 6 to the vote, DL makes a point of acknowledging that PIs often have issues around placements & dilution, but emphasises that this is the nature of growing a business. Debt is neither desirable, nor easy to obtain (e.g. 2yrs to obtain debt for LGO). If the BoD can issue £300k of shares at their discretion, this gives them the flexibility to build and grow the company, adjust its direction, respond to changing circumstances, and seize opportunities that present themselves as the project develops. When asked if they had used the equivalent facility that was approved at the 2014 AGM, DL responded that “there is still some headroom, and in any case the BoD will only use this facility for the right reasons”. [TC note - I take this to mean “yes, but only in part” – perhaps to fund the SIP and EBT that were announced on 11 Sep 2014 – although I did not ask for confirmation of this.]
Following this, DL emphasises that there are currently no plans for additional share placing or fund raising. The company has good cash levels. One fund manager in New York has offered £7m but DL turned them down.
Special Resolutions 5 & 6 both pass. Resolution 6 attracts some “Noes”, to which