Member Info for BricksSA

These were the results posted by EUZ of the 2020 AGM…..can anyone see where the below statement comes from ? https://www.lse.co.uk/rns/EUZ/result-of-agm-9swo87dk6b4qn6u.html
I only see the results of 3 resolutions passed…. So how legal is the below ?
Pursuant to Clause 3.6 of the Company's Constitution, certain pre-emption rights require the Company to make an offer of shares to the Company's Shareholders pro-rata to their existing holdings before the Company may issue shares to another person (Pre-emption Rights). At the Company's 2020 AGM, Shareholders approved the 'disapplication' of such Pre-emption Rights, which provided the Board of the Company with the authority to issue up to 50% of the Company's issued share capital for cash consideration, subject to certain restrictions. Based on the Company's shares on issue at the time of the 2020 AGM, this Authority amounted to 24,565,324 Shares.

I have subsequently added resolution 1 as not in our interests as well and Cjen will be voting on my behalf against all resolutions. I urge all LTHs to do the same as I believe we have been openly and more than likely legally robbed by this BOD. I am still seeking legal advice on whether the last fund raise was actually legal.

My email….
Hi Laurence,
Chris Jenner will be representing me at the meeting and he will be armed with questions for the BOD and will be voting certainly on my behalf on the resolutions.
From my perspective and I speak for myself and not the other holders I feel let down by the BOD of EUZ as they have failed to raise non dilutive funding from EU.
The urgency of the raise is also questionable when it became apparent that as at the end June we had over a million Aus dollars in our account which by all accounts was enough to complete the PFS. If we had enough to complete the PFS why did we do the raising now and not after the PFS when the SP would have been better and we would not have offered such a huge discount ?
This smacks of incompetence from the BOD and the only conclusion the LTHs could arrive at was we are fairly close to getting Toral over the line and you have let your mates in on the cheap.
In addition resolutions 2 to 6 imo is not to the benefit of any long term shareholder with EUZ and whilst someone has attempted to explain them in the RNS the impact of voting yes which will give you the option to further dilute and an easy way out.
From my perspective I am very disappointed that Adam Habib and this BOD has failed to raise non dilutive funding.
Hope you have a nice day.

His response.

Dear Denzil,

Thank you for the email.

Kind regards,
Laurence Read

CEO

Grappa….he only acknowledged receipt.However having said that I was speaking for myself. Not on behalf of everyone. Cjen will post the questions to be tabled. I will post my email to him and his response now…..

Grappa. Cjen is tabling the questions for the AGM with Dan Smith and will be posting them on this BB so as you can all see them and add value in need. Best D

@highside…I think they are purposefully painting an unclear picture so their mates can even get more on the cheap. I suggest we buy as well or hold…but don’t line these thieves pockets anymore. Their true colors are starting to show and many punters will agree….cause that’s what we are now…punters and not investors and LR and MC together with AH have purposefully created this situation.

No probs philo…I am fairly confident we will get some news before the AGM….however our slice will be somewhat smaller…but Cjen is certainly getting my proxy to vote against every resolution. It’s more about damage control now as the horse has already bolted imo. DB has made a fortune out of us LTHs by selling as you rightfully say on the first climb….then having a free ride…buying back in at 12.5 and now at 5….they will make a killing or their investors. I just question the ethics of it all.

Yep…it should TR1 out for our partner in crime.

Clause 3.6 sorry….this is from the last last RNS….
Pursuant to Clause 3.6 of the Company’s Constitution, certain pre-emption rights require the
Company to make an offer of shares to the Company’s Shareholders pro-rata to their existing
holdings before the Company may issue shares to another person (Pre-emption Rights). At
the Company’s 2020 AGM, Shareholders approved the ‘disapplication’ of such Pre-emption
Rights, which provided the Board of the Company with the authority to issue up to 50% of the
Company’s issued share capital for cash consideration, subject to certain restrictions. Based
on the Company’s shares on issue at the time of the 2020 AGM, this Authority amounted to
24,565,324 Shares.

I think we were honestly screwed by our own BOD.

As outlined in section 2.1 above, the Company is utilising such authority through the issue of

the First Fundraising Shares.

And I wonder just how legal this last placement may is…. Imo it’s against clause 3.8 of the current constitution….I think we have a solid case here of nepotism and insider trading. …they must think we are mugs …DB included. Wilhelm Zours is part of this elaborate scheme to screw us over. They have 15% …we have the rest. We need legal advise whilst we vote against every single resolution. What they have done is they have taken for granted resolution 6 is already passed….imo. Bloody crooks…the lot of them.

Sorry tsbs

That’s exactly my point Teaye. What this BOD has done is criminal. LR was invited to the shareholders meeting tonight and he could not make it. I personally think DB are part of the or created this strategy to screw LTHs over.
We are going to continue the meeting tonight with EUZ shareholders and we will discuss and agree suitable actions but this imo is daylight robbery and the BOD of EUZ has condoned it as a deal no doubt has now been signed and all the mates are in on the cheap. What can I say ?

No probs grappa. If Miles and Laurence read this BB they are most welcome to attend this meeting as well…seeing as they are shareholders. Perhaps they can provide more detail on these resolutions but on face value….they add no value.

I have tentatively setup a Zoom meeting for tonight 7pm GMT….all EUZ shareholders are invited and we can agree certain actions based on consensus. If anyone has ideas on an agenda kindly publish it.
Join Zoom Meeting
https://us05web.zoom.us/j/9298877613?pwd=QzZwZ1RQSmdCamJIMmFOb0FjUThPQT09

Meeting ID: 929 887 7613
Passcode: uCY6J1

In addition quite frankly I believe this BOD have already operated outside of the constitution by issuing more shares and overstepping Clause 3.6 of the Company's Constitution which contains certain pre-emption rights which require the Company to make an offer of shares to Shareholders pro rata to their existing holdings prior to offering shares to another person.
So they overstep their rights and ours….and then have the cheek to ask us to have this clause removed from the constitution at the upcoming AGM….utter bool****e if you ask me. They are unfit to run a public listed company. We need legal advise as well prior to the AGM. I believe we need to act quickly….I will have a discussion with Sheds today and want to agree with him a strategy which will include a shareholders Skype meeting this week to decide on what actions need to take place and we can assign different tasks to different shareholders as this BOD has exceeded and operated outside the constitution imo.

In addition I am going to be writing an email to Wilhelm K. T. Zours from Deutsche Balaton requesting advice from him as I do not believe the current BOD has PIs interests at heart and are only interested in lining their own pockets and that of their mates. If Wilhelm could do it with Biofrontera he should be able to assist us here….I will try and establish his email address.
For those of you who don’t know him…this is how he operates…. http://www.deutsche-balaton.de/wp-content/uploads/2018/05/2018-05-28_Open-letter-to-Mr.-Borer.pdf

@Chrisp….I think it’s more about damage control and protection of our investments than negativity. The fact that I trust Cjen with my proxy vote more than the Chairman speaks volumes.
Every resolution if passed will see us get less of this pie and diluted into oblivion.I urge you as well to consider each resolution on its merits and see how that benefits you.
Cjen thank you for offering your services to speak up at the AGM on our behalf. I urge all shareholders to give their proxy vote to you if they are not attending. Kindly can you publish ur email address so as we can start getting organized for this event. In addition I think we need to publish an open letter to LR requesting his resignation prior to the AGM….there is a process we need to follow as far as I am aware.

Thanks Cjen….I will give my proxy vote to you and copy you in to the email I get from Compushare when they send the proxy forms….you a star. I will also send you my questions which more than likely will be similar to yours. Thanks once again. D

1. Re-election of Laurence Read as a director

Laurence is unfit to lead this company. I vote against.

2. Approval to issue the Second Fundraising Shares.

I vote against this resolution as we don’t even know why we have raised the additional funding as yet anyway.

3. Approval to issue Adviser Options to Bennelong Corporate Limited

I vote against this BOD issuing any more shares to their mates on the cheap. Based in Oz anyway…and we delisted in Oz…this smacks of nepotism.

4. Authority to allot securities for non-cash consideration purposes

I’m voting against this as they have proven now beyond reasonable doubt that they cannot manage what they have at the moment. Let’s not give them more to mismanage.

5. Disapplication of Pre-emption Rights (authority to allot securities for cash consideration purposes)

I’m voting against as I am fairly sure they will dilute again given the opportunity.

6. To consider, and if thought fit, to pass with or without amendment the following as a Special Resolution.”That for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to amend its existing Constitution as described in the Explanatory Statement."

They want to get Rid of this clause…Clause 3.6 of the Company's Constitution contains certain pre-emption rights which require the Company to make an offer of shares to Shareholders pro rata to their existing holdings prior to offering shares to another person.
So in effect they want to screw us even further….we need this BOD out badly….

Here’s another value event…. Bennelong Funds Management Ltd
Bennelong Funds Management Ltd of Australia operates as an asset management firm. The Company offers portfolio management, financial planning, and advisory services to individuals and businesses. Bennelong Funds Management serves clients worldwide….
Wtf …based in Aus and we have to give them 1,5 million shares….lining his mates pockets again…utter bool****e.