RE: Few thoughts20 Apr 2019 14:08
Have just spent some time going through some previous court do, specifically, From the ‘First SN affidavit, Nov 2018,’
I found the following interesting. Am sure has been covered at length already but felt it worthwhile to put it out there again.
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Points 45, 46 & 47
45. The need to make this application has arisen as a matter of urgency. On 10 October 2018, Mr Hope emails FRC’s directors stating that as at close of business that day the grace period would lapse and that “his notes” (the Note) were due and payable in full. He demanded that Mr Mamulaishvili and I transfer shares to OMF in their role as individual guarantors. He continued “As a director, I formally advise the board that we need to make a disclosure to the market of the default first thing tomorrow morning”. FRC is listed and has obligations to make appropriate market disclosures. It takes advice from NOMAD on complying with its regulatory obligations and it was not any part of Mr Hope’s role to advise on those matters.
46. Mr Hope then followed up that email with a text to me in which he stated:
“Just called you. Carin is looking for Zaza/Levan apparently the shares will be suspended and investigated unless they can approve a statement to go out tomorrow AM at 7 regarding no new information at the shareholder meeting.”
47. This text is alarming. It suggests that Mr Hope has been sharing confidential information with third parties, which would be a breach on the disclosure obligations under listing rules. It also appears that Mr Hope was seeking to exert pressure on two of the directors to issue a misleading statement to the market the following morning.
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We can see a particular sequence of events here. Hope is moving fast to derail FRR. His email (point 45) shows he has started to well overreach his given roles and responsibilities. Indeed, it looks as if his actively encouraging the default and related notification.
However, his text (point 46) goes even further. How does he know Cairn is looking for Zaza/Levan regarding that Shareholder meeting? Who has he been talking to? Why is he going behind the Company’s back?
So, Hope’s comms around two potentially unrelated matters, a) Point 45: loan notes default and b) Point 46: Cairn apparently looking for ZM/Levan over Shareholder meeting, happen in quick succession, showing he is drawing on a number of matters to derail FRR, with the ultimate view of taking control of certain assets.
Leading in to Dec 2018, FRR were under a great deal of pressure and things didn’t looking too good. Complicating this, we an see that Hope attempted to rush the process using what have now been determined as spurious means. Personally, as expert as the judge will be, I don’t think they had enough time to process/ digest the case properly and were hurried in to an initial call that seemed to be in favour of Hope/ OMF.
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