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I’ve completed my proxy submission. No prizes for guessing which way I went:
RESOLUTIONS
1. To approve the accounts for the year ended 31 December 2022, auditors report and strategic report - AGAINST
2. To approve the re-appointment and remuneration of PKF Littlejohn LLP as the Companys auditor - FOR
3. To approve the Directors Remuneration Report in the Companys Annual Report - AGAINST
4. To approve the re-election of Jeremy Brett as a director - FOR
5. To approve the re-election of Peter Francis Wynter Bee as a director - AGAINST
6. To authorise the allotment and issue of equity securities - AGAINST
7. To disapply the statutory pre-emption rights on the issue of equity securities - AGAINST
8. To authorise the allotment and issue of the Stage 1 Subscription Shares - AGAINST
9. To disapply the statutory pre-emption rights on the issue of the Stage 1 Subscription Shares - AGAINST
It seems that it is much easier to vote on some platforms than others. The AGM has been set for 8 June but proxy notes need to be submitted I understand by 2 June. On some platforms like AJ Bell they will not automatically send you details of the AGM. You have to get hold of these yourselves. I can’t find them on the KAV website despite the RNS saying they would be there. The link in the RNS simply takes you to the home page.
AJ Bell require instructions by ‘secure message’ through their website and need 5 working days notice to process. Shareholders wishing to exercise their votes at the AGM therefore should act urgently.
For EGMs, you can vote online through your account. When an EGM is called, we'll send you a secure message outlining the details, and how you can vote.
BELOW FROM AJ BELL WEBSITE:
For AGMs, you can vote or attend – but we won't send you a secure message notifying you in advance. If you'd like to vote or attend an AGM, just send us a secure message to let us know. If you'd like to vote, the secure message needs to confirm how you'd like to vote for each resolution. We'll then process your vote accordingly. If you'd like to attend, the secure message just needs to confirm your request to attend. We'll then send you a letter of representation. Please allow at least five working days' notice for your AGM requests.
It’s very straightforward Stan. Just needs to log onto his account online at HL.CO.UK and follow the instructions:
Below taken from their website:
How to give an instruction
Log in to your account using our website. It’s not possible to give instructions via the HL app
Select ‘View shareholder meetings’
View your shareholder meetings and provide an instruction
You’ll be taken to a website managed by a third party called Broadridge to complete your instruction. HL is not responsible for the content on this website.
Otherwise they have a very helpful helpline that can be called for help. Thanks
It’s much worse than that Stan. Shareholders being taken for a massive rise. 705million shares in issue now potentially rising to 2billion+ following Purebond takeover (600m) , warrants (400m) Directors Share Optiona (??m) and anti-dilution provision for Purebond (200m+)
It could all soon be over bar the shouting. It will be very difficult for shareholders to stop the resolutions being put forward at the AGM. Purebond hold over 12%, POW 10% and the KAV board / Mike Moles a further 10% between them. Given the apathy of many shareholders not to vote it should be straightforward matter for them to get these resolutions passed. BT will then gloat that he had overwhelming shareholder support.
We can’t say we weren’t warned. There were many major red flags which were ignored. The only real chance left is for shareholders to be able to block the second part of this deal which is the whitewash provision giving a waiver under rule 9 of the takeover panel. If that is not stopped then it will be game set and match to Purebond.
I remain invested F79 because despite everything this company and its underlying assets are worth a heck of a lot more than the £6m that it has been driven down to and is definitely worth more than 1p a share it is about to be sold out for. You are of course welcome to disagree. Thanks.
Furthermore there is the forgotten about and untalked about 1% Net Smelter Revenue royalty that BT awarded to POW. As the auditors pointed out I’m their report KAV have valued this at nil in their accounts on the basis that there is yet no discovery and therefore no liability. However, in the event of a discovery this could be another cost to shareholders that is not anticipated but could be significant.
Agree with you there JP. Also the anti-dilution provision that is being offered to Purebond means that in the event of success when warrant holders like POW exercise or options holders like the Directors exercise their options (expect increasing options for them) the dilution impact on ordinary shareholders will be double as Purebonds holding will be kept fixed. Effectively the cost of future warrants / options will be coming out of the pockets of ordinary shareholders and will now have a double impact. One rule for them and another for us.
Thanks Mr. Robo. Any proposal to do business in one of the most brutal and corrupt regimes on the planet has got to be of great concern. I have previously had business dealings in Botswana and it really is an incredible place and very safe. The complete opposite of Zimbabwe.
Morning Captain. BT completely avoided the question. He simply said that the Ditau assays will be published which does not tell us anything we do not already know. I think it is virtually certain that Purebond will have more information than other shareholders. They are effectively insiders. There has been an agenda here to take KAV over on the cheap and so far it is all going to plan for them.
thanks purdey. i think you are correct: it is the second part - the whitewashing provision that purebond are excluded from voting on.
in total there are 705m shares in issue of which 85m are owned by purebond. excluding purebond then kav need 50% of voters to positively vote in favour of this motion. in other words 50% of 620m shares which would be around 310m shares. the directors and pow between them have approximately 118m shares between them according to the financial statements so in order to carry this resolution they would need the positive support of at least 192m further shares. that is by no means a done deal given the general level of opposition we are seeing. anyone please feel free to correct any errors on my part in the above *** packet calculation. thanks.
Also Purebond with their 12% holding will not be allowed to vote as they are the investor. The passing of this resolution will therefore not be as straightforward and a gone conclusion as may appear. There is a strong possibility that this can actually be stopped provided enough shareholders object. This is probably the last opportunity that KAV shareholders will have to make such an impact.
Whilst we have over 10% shareholder support so far we are looking for more to push as close as we can to the 50% needed to get this deal stopped. All interested shareholders please email kavactiongroup “at” gmail “dot” com
MH
Not sure where you have got point 4 in your note from? Based on the responses we have had so far we have in excess of 10% of shareholder support and can therefore force a GM of the company to discuss issues of concern.
It’s worse than that Stan. They are not even risking the full £6m. They effectively have a free option. They initially invest £1.4m and if drilling is successful they can buy the rest at 1p giving themselves a controlling interest. If drilling is a failure they can walk away from the second part of the deal.
Thanks Ella. My point was not so much that Companies House would have a problem but rather how surprising (or not) that it does not do what it says on the tin …. Scratch below the surface and all sorts of surprises emerge ….
Also, Ella the Companies House classification for this business is “62012 - Business and domestic software development”. However, the accounts reveal that the company has in fact recently raised funds, is looking to buy Uranium exploration licences and to do an IPO!