Correspondence 2 of 222 Jun 2022 17:11
Thank you for your email. The Board and its advisers are of course well aware of your stance regarding the proposed transaction. While we have significant sympathy for your position in terms of the losses you have incurred on your investment in Solo/Scirocco as a Long-Term Holder, we strongly feel that this campaign you are orchestrating is detrimental to shareholders for all the reasons outlined in previous dialogue and the Shareholder Letter issued on 21 June.
I strongly disagree with your statement that the Board is not working on behalf of the shareholders. There is strong alignment with the Board holding substantial shares in the Company. As a reminder, these shares were purchased by board members at a significant premium to the existing price. The reason for emphasising this point is that you reflect on the rationale for a management team with lots of skin in the game, to vote for a proposal that is not in their interest, nor the interest of all shareholders. It makes zero sense. If there was a better deal out there that would generate more upfront value for all shareholders from the Ruvuma divestment then this would obviously have been pursued. The reality is that the Company clearly articulated over the course of several years that they were seeking to divest of Ruvuma at the best possible price - and that is where we are at today following an extensive process in which all other avenues and deal structures have been exhausted.
It is very important that you have your facts right in your dialogue with fellow shareholders otherwise you run the risk of being a target for personal liability on the basis of spreading untrue information about the Board and their intentions in order to support your campaign to block an outcome that you allege is not in the best interest of shareholders.
As such, we would ask that you clarify amongst your "supporters" that none of the Options granted to Board/Management, nor those issued under the agreement with Prolific, have voting rights. Your suggestion below that these were granted to "control any vote" is misleading and untrue.
Your comment re GM is also unreasonable. Glasgow is the most convenient location for Board and other advisers and reduces the costs of hosting such an event. All shareholders are welcome to attend the GM and the Board will gladly engage in open dialogue to hear shareholder views and reiterate the strategic rationale for this deal, and the vision for the company going forward.
By all means undertake your own research on Gneiss as you see fit. The engagement, and subsequent reengagement, which followed Jon Fitzpatrick's departure from the Board, was conducted independently to ensure all terms and costs were benchmarked against market norms. Again, your comments in forums regarding "lining pockets" are untrue and designed to influence a NO vote that supports your agenda.
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