An open letter sent to Mr Gerritsen CEO of MetalNRG29 Dec 2022 06:48
Dear Mr Gerritsen,
I write to you in relation to the upcoming General Meeting (GM) called for the 11th of January 2023, and the information provided by MetalNRG Plc (the “Company” or “MNRG”) in the circular issued on 19th of December 2022 and amended on 23rd of December 2022.
At the outset, I wish to point out that the nature of the information contained in the MetalNRG circular is dedicated to improperly discredit or dismiss the requisition, this matter has been passed to our legal advisers and we will revert in detail on all the points. More importantly, the Circular has in no way addressed the dramatically precarious position of the company and as such the prospects for a going concern following an unsuccessful vote for change. Furthermore, there is also no mention of the true debt position of the company, no details on other liabilities, no new positive information in respect to current projects, no details of other projects that may be subject of a future prospectus, and nothing in respect to the failed resolutions in the Annual General Meeting (AGM) and nothing to indicate that the board has a substantive plan for the future.
Moreover, it has come to our attention that some of the information in the circular does not comply with relevant sections of the Companies Act 2006 and it is our request that certain information is urgently clarified such that a fair and legally valid vote may occur at the upcoming GM.
The first question arises in respect to the total number of shares in issue versus the total number of shares in public hands, as depicted in the company website today, where we note a differential of approximately 100 million shares, which we can only presume does not include the shares held by directors, which we understand from the circular amount to a total of approximately 82 million shares (not circa 98 million per the company website today - as of 07/10/22).
This discrepancy appears to have arisen with the settlement of the loan note due to Global Investment Solutions Limited (GIS) as announced via the RNS on 7th October 2022, whereby the outstanding sums due to GIS were, at least to a degree, settled via a security in favour of GIS provided by EQTEC Plc (EQT).
The above RNS describes a transaction to offset the security due by EQT to GIS with the issue of a new (convertible) loan note from MNRG in favour of EQT.
The net result of the transaction appears to have been the transfer of shares from EQT to a third-party (or GIS) in exchange for the new loan note, with a face value of £100,000 and with certain rights to convert to MNRG shares at a later date.
The shares that have been transferred from EQTEC to a third-party, and potentially noted as not in public hands on the company website, amount to approximately 100 million shares and are without any statutory TR1 notice or other public notice to accompany the transfer other than the TR1 from EQT confirming a reduction in holding