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not sure about that mate,.
Love Hemp are on the list of CBD food products on sale in England and Wales which are allowed to stay on the market until a decision on their authorisation has been made.
hope you are correct, but I can't find they've been approved. I'd also expect that to be RNS'd
cheers
Very shortly EME’s drilling program of the world class Jade prospect will commence, here’s a brief summary of how that process may look.
‘Spudding' is the first stage of the process, where the conductor usually around 26” will be driven up to 100meters into the sea floor.
This 26” casing is the backbone of the well creating a foundation for further drilling. This process is followed by drilling to deeper depths and by continuously adding lesser sized casings until the desired drilling depth is reached.
As per RNS 5th May 21 EME has planned for a robust 4 string casing design.
Once the casings are secured and cemented in place, a casing unit will then be set up on the sea floor. A riser and BOP (blow out Preventer) would then be installed to the casing unit prior to any further drilling processes.
The final stage of the drilling process would be drilling to total depth, the drill bit would then be ‘pulled out of hole’ and the final liner / tubing would be installed allowing oil or natural gas to flow through the casings up to the receiving platform.
I’d expect regular updates throughout the drilling campaign, Gaz also stated that a LWD (logging well drilling) tool will be used from the second casing, this will feed back data throughout the drill of the presence of hydrocarbons in each zone.
Lots of news incoming and exciting times ahead
Resolution 5 - The Company to be operated such that it becomes self-sufficient and halt marketing
spend
The Company’s ordinary shares were admitted to trading on the Aquis Stock Exchange Growth Market on
19 September 2019 as World High Life plc. The Company acquired Love Hemp in October 2019. As the
Company is still at its growing stage, the Board believes that marketing of its brand is key to its success.
Notwithstanding this, the Company had already commenced a strategic objective of establishing and
demonstrating a move to becoming cash-flow positive. This was in line with working with the marketing
investments and realising the opportunities the Company had secured as a result of its initiatives, which
was a natural progression of business activity.
An example of this is the partnership with Anthony Joshua as set out above in online media campaign the
Company conducted in November and December of 2021.
Summary
It remains the Board’s aim to engage in constructive dialogue with all Shareholders, and all suggestions
made by them are appropriately considered.
For the reasons noted above, the Board believes that the Resolutions are not in the best interests of the
Shareholders as a whole. The Board therefore strongly recommends that Shareholders VOTE AGAINST
the Resolutions
The Directors believe that the Company being (i) one of the largest CBD companies in Europe and the UK
whose shares are admitted to trading on a stock exchange; and (ii) which has reported the largest revenue
in the last financial year amongst its competitors, is a company that many others in the industry look to as
a potential acquirer and not one to be acquired. This has resulted in many opportunities for the Company
to consider business expansion and consolidation. The Board and management have worked diligently to
establish such position.
Resolution 4 - Review recent financial history of the Company
If this Resolution was to be passed, an independent forensic investigation would create a significant
distraction for the Company and impair its ability to deliver on operations and plan its strategic development
(including potential delays to the Company’s proposed listing on the Main Market). The Company’s
accounts are already audited each year by PKF Littlejohn LLP, one of the top audit firms in the UK.
The Board sought a professional opinion in respect of this Resolution and the Board is of the view that the
requests made in this Resolution are very broad and subjective and would be difficult for auditors to opine
on. For example, requiring confirmation that all transactions and contracts entered into by the Company
have been at arm’s length “and for value” would be difficult to opine on as decisions made by the Board
may turn out to add value or not, as all business decisions do. Assessing the value at the time of the
decision would not be practical. All the auditors would be able to do is opine on the “arm’s length” and
9
“disclosure” aspects. Whether the transactions and contracts “add value” would be down to subjective
interpretation and is not something that professional opinion would comment on. In addition, the request
that “all expenses are justified” is very subjective as the auditors would only be able to provide links back
to agreements and salaries but opining on justification of expenses would be down to interpretation.
Therefore, the investigation specified in the Requisition Notice is unnecessary and would be very costly for
a growth company. Initial price indications received in line with the scope of work set out in the Requisition
Notice are in the region of £75,000 to £95,000 (plus VAT), on the basis of a review period being 30 January
2019 (the date of incorporation of the Company) to 30 June 2020 (audited), the year ended 30 June 2021
(audited) and the period ended 28 February 2022 (unaudited). Such a cost would have a material impact
on the Company’s financial position and prevent it from using its cash to fund further development. An
independent forensic audit is unnecessary and would be a very poor use of shareholder funds.
business expansion with a 60% growth in revenue, 106% growth in customer accounts
and 244% growth in physical units sold in FY 2021; and
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14. initiating a move to the Main Market of the LSE.
The Board, managed by Andrew Male, has been instrumental in taking Love Hemp from a small start-up to
a company which is ready to be listed on the Main Market. The expertise offered by the Board and
management team along with the Company’s advisors have been invaluable as the Board believes that
Love Hemp has become one of the most successful and trusted CBD brands in the UK with strong
international aspirations.
In light of the background provided above, the Board believes that it should be led by a chairman selected
by the Board. Andrew Male has demonstrated his competency, skills, commitment and his value to the
Company. He was the architect of the corporate activities of the Company’s group over the past 18 months
including the structuring of the Company as well as successful fundraisings. At the annual general meeting
of the Company which took place on 31 December 2021, Pershing Nominees Limited voted against Andrew
Male’s re-appointment but 74% of shareholders of the Company voted in favour. Therefore, Andrew Male
was re-elected as a director by the Company’s shareholders as recently as 31 December 2021.
Resolution 2 – Reduction of the salaries of all directors of the Company by 75%
As announced by the Company on 4 February 2022, both Andrew Male and Tony Calamita elected to
accept their remuneration in ordinary shares of the Company until 30 June 2022, or until such time as the
Board determines appropriate.
Mr Male and Mr Calamita took on this objective in an effort to assist and streamline some of the heavy costs
the Company has incurred as a result of the recent business expansion. Certain managers of the Company
also agreed to accept their remuneration in ordinary shares of the Company following Mr Male and Mr
Calamita’s lead.
This, therefore, demonstrates the Board’s, more specifically Mr Male and Mr Calamita’s, confidence in the
future performance of the Company.
Resolution 3 – To undertake a strategic review of the Company and to put the Company up for sale
or search a strategic partner
As the Shareholders are aware, alongside the day-to-day development of the Company and its brand, the
Board is focusing its efforts on listing the Company on the Main Market. This Board believes that this would
raise the Company’s profile which would in turn increase demand for the Company’s shares and improve
the liquidity. This would also improve the Company’s supplier and customer confidence strengthening the
Company’s standing in the marketplace.
Save for Resolution 1, the recommendations set out below have been given by all members of the Board.
The Board has determined that Andrew Male is conflicted with respect to the Resolution 1 and, therefore,
the recommendation in respect of Resolution 1 is not given or approved by him.
Resolution 1 - Removal of Andrew Male from office as Chairman of the Company
The current Board composition is well-balanced and allows for the continued building of a robust and
successful Company that creates significant value for the benefit of all Shareholders. The current Board
brings:
1. skills and a strong level of expertise as regards financing, marketing, capital markets, as well as
corporate governance areas;
2. skills and a strong level of experience within brand building, market awareness and business and
corporate expansion;
3. a strong level of experience across the CBD and consumer goods space;
4. a clear strategy to unlock the full potential of the Company’s products;
5. established relationships in the CBD industry; and
6. continuity with the operations team at a critical time of expansion of the Company and uplisting to
the Main Market.
The Board under the guidance of its chairman Andrew Male has adopted an ongoing review process and
is applying best practices approach as the Company seeks its uplisting to the Main Market. As a result of
this review process, Graham Mullis and Garry Cook have been appointed as directors of the Company on
14 February 2022.
In the last 18 months and under the guidance of Andrew Male as chairman, the Company has delivered
the following:
1. building a strong and recognisable brand in the UK;
2. capitalising of debt to equity of approximately £5.0m;
3. establishing additional banking and brokering relationships;
4. securing first non-paid research note on the Company within the industry in the UK;
5. raising of in excess of £12m to fund marketing investments, initiatives and business expansion;
6. securing a 5-year, category exclusive marketing and licensing relationships with the UFC;
7. securing a 3-year, sponsorship and endorsement relationship with Anthony Joshua as well as
securing Anthony Joshua as a key shareholder in the Company;
8. securing partnership with Togetherall, a 24/7 online mental health and wellbeing support service
available to anyone who has purchased a product through the Company;
9. evolving and growing the Board with the addition of new members with considerable experience in
the business growth, marketing, branding, governance and financial access;
10. expanding the business to new facilities which provides a number of long-term cost saving benefits;
11. continuing building of the management team and growth of the business operations;
12. selling the Company’s products via the Company’s own e-commerce channels, major online
retailers including Amazon, Ocado, eBay and Deliveroo as well as high street stores including
Boots and Holland & Barrett;
13. continuin
Dear Shareholder,
Notice of requisitioned General Meeting
On 11 February 2022, the Board of Love Hemp Group PLC (the “Company”) received a Requisition Notice
from Pershing Nominees Limited (account SHCLT) to convene a General Meeting of the Company for the
purpose of considering a series of resolutions.
As a matter of company law, and in particular in accordance with the provisions of section 303 of the Act,
the Board is required to convene a General Meeting following the receipt of requisition notices from
shareholders holding at least 5% of the Company’s issued share capital.
In the Requisition Notice, Pershing Nominees Limited (account SHCLT) disclosed that it was the holder of
79,505,999 ordinary shares in the Company, representing approximately 6.63% of the total voting rights of
all members of the Company as at the date of the Requisition Notice. It is a requirement (under section 304
of the Act) that the Board calls a General Meeting within 21 days of the date of the Requisition Notice. The
formal Notice of the General Meeting is set out on page 11 of this document.
The Requisition Notice includes the following resolutions to be considered and, if thought fit, approved at
the General Meeting as ordinary resolutions:
1. THAT Andrew Male be removed from office as chairman of the Company with immediate effect
pursuant to section 168 of the Act;
2. THAT salaries of all directors and any board members be reduced by 75% and benchmarked against
similar companies to the Company;
3. THAT a strategic review of the Company be undertaken and that the Company to be put up for sale
or a search is launched for a strategic partner;
4. THAT a review of recent financial history of the Company be conducted to determine use of capital
of the Company to ensure that it has been used correctly and: (i) that transactions and contracts that
the Company has entered, have been at arm’s length and for value, with all conflicts of interest
properly declared; (ii) that all salaries and payments relating to the Board, related companies and
family members are fully disclosed; and (iii) that all expenses are justified; and
5. THAT the Company be operated such that it becomes self-sufficient based on its current income. All
marketing spend to be halted.
The purpose of this letter is to explain the impact that the actions of Pershing Nominees Limited will have
on the Company, why the Board strongly recommends that you VOTE AGAINST all Resolutions, and the
action you need to take to vote.
GSA must be close. Id assume Lombard will know the full details and probably seen it to give such favourable terms
Coro rns
Proposed Bond Restructuring
Coro Energy, the South East Asian energy company focused on supporting the regional transition to a low carbon economy, is pleased to announce that following signature of non binding Heads of Terms with Lombard Odier Asset Management (Europe) Limited and positive and constructive discussions with certain other holders of the Company's Luxembourg listed EUR 22.5m 5.0% secured notes (the "Notes"), the Company has published its proposals (the "Proposals") in respect of a restructuring of the Notes and that a meeting of the holders of the Notes (the "Noteholders") has been convened to consider the Proposals for 10.00 a.m. (London Time) in respect of the Tranche A Notes and 10.15 a.m. or after the completion of the Tranche A Notes meeting (whichever is later) in respect of the Tranche B Notes on 25 March 2022 (the "Noteholder Meetings").
Pursuant to the Proposals, the Company is seeking Noteholder consent to:
· Extend the maturity of the Notes by two years to 12 April 2024 (the "Maturity Date");
· Remove all further cash interest payments on the Notes prior to the Maturity Date whilst increasing the coupon on the Notes to 10%; and
· In the event of a sale of the Company's interest in the Duyung PSC to utilise the net cash proceeds of such disposal(s) to first repay the capital and rolled up interest on the Notes and thereafter to distribute 20% of remaining net proceed(s) to Noteholders. The remaining net proceeds of any sales would be retained and / or distributed to shareholders by the Company.
If approved by the requisite majority of Noteholders at the Noteholder Meetings any and all interest on the Notes accruing from 12 April 2021, at the revised coupon of 10% per annum, shall be paid in cash on the Maturity Date save that Noteholders will be provided with the ability, from 12 July 2022, to elect to receive Note interest payments in respect of the immediately preceding quarter in new ordinary Shares in the Company ("Elections"), subject inter alia to the Company having the required share authorities in place from time to time to satisfy Elections and to Noteholders holding at least 50 per cent. of the Notes having made Elections in respect of the relevant quarter. Any new ordinary shares issued as a result of Elections will be issued at an effective issue price equal to the volume weighted average price of a Coro Energy ordinary share for the 10 Business Days before the relevant interest conversion date.
In putting the Proposals to Noteholders the Company has agreed, subject to Noteholder approval of the Proposals at the Noteholder Meetings, that it will continue to actively pursue and support Conrad Asia Energy LTD, as the operator of the Duyung PSC, to pursue, the sale of the Duyung PSC asset.
A copy of the circular today
I emailed the chairman Andrew Male early last week asking about the trading update. He replied stating that it was bing worked on and would be out within a couple of weeks.
Im very hopeful this will be followed immediately with the uplist.
The last 6 months have been a rough ride, but hopefully things are about the improve greatly. I'm confident the trading update will be excellent and we should certainly rerate on uplist.
Last chance now to pick up some cheap shares or to average down in you can.
Goza
What is poor from the BOD?
The drilling contract was awarded to COSL who are also responsible for carrying out the pre site survey.
As unfortunate and frustrating as it is, it's completely out of the hands of the BOD.
Looking good for this weekend though, so fingers crossed we finally get this done
I put these notes together as I thought they maay be useful to any investors new to the sector
How brokers come to their valuations?
When seismic data is collected from prospects three estimates are given to the amount of oil in place, known as P10, P50 & P90, P10 is best, P90 the most conservative, the ‘Mean’ estimate is an average of the three and this is what’s commonly used.
It should be noted that all the CNOOC discoveries in the neighboring area that share similar seismic attributes have exceeded their P10 estimates.
In the event of a commercial discovery oil in place is generally valued at $5/bbl, and on completion of flow testing it’s $10/bbl.
Jade has a P10 estimate of 395m bbls, potentially 200m recoverable oil
200m x $10 = $2billion take away 51% = $980m which at today’s exchange rate is £725.2m, divide this by the 637m shares currently in issue relates to a SP of £1.13.
Topaz the next target is more than twice the size of jade.
Obviously if the first of 3 targets is a huge success, this would derisk the other targets increasing their value, hence the Dec 21 broker note estimate of £1.52 assuming P10 oil in place for Jade
This is all very theoretical, and it should be noted that a broker valuation may not be equal to how the market values the discovery.