Member Info for HeidHoncho

I disagree with your projection.

That would only be valid if the share price remained throughout at 2.8p (give or take, as you have already rounded it up to 3.0p to arrive at 3000%).

As we know from history, the share price has diminished exponentially over time, so there is the technical feasibility that the SP may drop under the nominal share value over time even if there was a 0% dilution through issuing further additional shares.

Theoretically speaking.

No need to ask them, the company’s own documents indicated that they have issued more shares than they had authority to do so.

And being as no resolutions have been passed from the yet to be held General Meeting then they do not currently have authorisation to issue any further shares, far less the circa 715,000,000 pre-consolidated shares that they said they already had authority to issue in today’s RNS.

No question remains unresolved IMHO on those two particular issues.

I would suggest that it would appear not to be Kosher.

The do NOT have an existing authority to issue more shares.

Additionally, it would appear that they have previously issued shares in excess of their authority to do so.

One would have to ask is WTF is the Nomad actually doing to earn their corn, if they cannot even identify an authority being exceeded.

Wonder if the FCA would be interested in this unauthorised issuing of shares ?

Initial research reveals the following.

These figures were obtained from the company’s own website, and can be found in the Notice of General Meeting documents for 2019 and 2020 respectively.

The figures appertaining to the 2019 General meeting state that prior to requesting further approval to raise shares there were 752,629,382 shares issued, and that they were requesting approval to issue up to a further 752,629,382 shares, which would have equated to a maximum number of shares in issue being 1,505,258,764.

The figures pertaining to the 2020 General Meeting state that prior to requesting further approval there were already 1,534,827,184 shares in issue.

What the above clearly identifies, IMHO, is that not only is there ZERO headroom available from their existing authorisation to issue any further shares, it also implies that they have already issued more shares than they had the authority to do.
They had authority to issue up to a maximum of 1,505,258,764, but we now find that they have issued 1,534,827,184 to date.

If we set aside for the moment the insignificant (in the grand scheme of things, but never the less in excess of their authority) number of shares that the BoD have issued in excess of their authority to do so, they have also released today a wholly inaccurate statement that is misleading at best, but could conceivably be seen to be duplicitous at worst, in relation to the existing authority that they believe they have.

In today’s RNS they stated, and I quote, “The Placing Shares would be issued under existing shareholder authorities and not dependent upon resolution 2 or resolution 3 of the Capital Reorganisation General Meeting being passed.”

Given the figures detailed previously IMHO they have no existing authority to issue more shares, so why do the BoD believe that they have, and why are they trying to sell this placing to not only the existing shareholders, but also the entity who are taking this placement, that they do indeed have an existing authority to do so.

Still going through my research, but in the interim I did note an obligation made by the BoD that they have singularly failed to meet their commitment to.

To ease through the large share allocation that they requested at the June 2019 with the shareholders they made the following commitment.

“ The directors have stated in the Notice their intention to use a portion of the authority granted under Resolution (5) above to facilitate, at an appropriate time, an Open Offer, expected to be two new shares for every ten existing shares held.”

Now either I missed it, or the BoD failed to meet their commitment.

And they are now/still expecting the shareholders to believe that their word is to be trusted, even when clearly they have continuously been proven to have no difficulty in “talking the talk”, but being unable to deliver on their commitments when it comes to “walking the walk”

I am convinced that their statement this morning, detailing that they had an existing authority to issue an additional circa 715,000,000 shares (pre-consolidation) is wildly inaccurate IMHO, but I will not be able to definitively answer that to my own satisfaction until I have the time available to conclude my research.

I quote below from today’s RNS :-

*representing 714,285,714 ordinary shares at a price of 0.028 pence per share on a pre capital reorganisation basis.”

“The Placing Shares would be issued under existing shareholder authorities and not dependent upon resolution 2 or resolution 3 of the Capital Reorganisation General Meeting being passed.”

Please correct me if I am wrong, but my reading of the above states that we still had available overhead from the previous share allocation allowance of an overhead in excess of circa 715,000,000 shares.

Now, my recollections are fuzzy, but I cannot recall there being that level of overhead still available from the last allocation that we approved, and if we did, then why did the BoD not utilise that approval when the SP was in a far better place than it is today (i.e. culminating in significantly lower dilution).

If I get the time today I will go back through the placings made post the last approval to see if there was such a high level of overhead still available, but at first glance, yet with a far from clear recollection, these figures do not seem to be adding up.

I would question whether it was the smartest thing in the world to do, posting a video on the internet showing the registration number of your vehicle.

With regards to 401, it would be beneficial to receive clarity about the Black Cat deal.

Is it even still going ahead, as we have heard no further on it.

What will VAL receive (I am assuming a percentage shareholding in Black Cat, but given the total lack of detail on the deal that is just a wide azzed guess), for giving up the rights that they previously held through our 55% holding in ValiSeek.

As mentioned at the time, a big old red flag got planted when the BoD so purposefully chose not to advise the shareholders as to the detail of the deal, in any way shape or form.
Is there cause for concern due to such a purposeful lack of detail being advised, I will leave you to come up with your own viewpoint on that.

IMHO

badshah, thank you for clarifying that, as I had misread it in the first instance.

However, that doesn’t change my point, irrelevant of whether it was Suzy or yourself that made it.

Interestingly, in Suzy’s post it confirms a point that I made earlier today about why the BoD are not even willing to reduce the costs to spare what little money that we do have by reading all 5 of the known resolutions during a singular EGM.

IMHO

borgie, the price of the warrants after consolidation would be inversely priced in regards to the consolidation ratio.

i.e. the warrants would then be priced at 12.5p each.

IMHO

badshah, you stated “In fact those exact resolutions were presented to a GM less than a month ago and met with a resounding “NO” from shareholders – although the numbers of votes were not released”

Strange that no results were released, isn’t that a procedural point that they are remiss in not announcing.

More to the point, are we even sure that a vote was taken, given that there are no results.

In point of fact, the Articles of Association of the company state “ A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time (not being more than 30 days from the date of the meeting or the adjourned meeting at which such poll is demanded) and place and in such manner as the chairman of the meeting directs and the result of the poll is deemed to be the resolution of the meeting at which the poll is demanded. No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case, at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.”

So, in essence, and purely based on my reading of the same, no vote on the resolutions of the past EGM were taken, and this upcoming EGM is the consequent requirement from a show of hands being the voting method to be accepted at the last EGM having been defeated.

I strongly suggest that shareholders read and understand the company’s Articles of Association, as the BoD are obliged to operate within the same.

IMHO

Ensure that, at the very least prior to the results of the resolutions being declared, but preferably towards to beginning of the meeting before the vote is proposed to be taken, that 5 attending shareholders, or/and proxies attending that are entitled to vote on behalf of 5 shareholders, detail their demand that the count is based on the votes polled, and not merely be counted upon a show of hands at the meeting.

You witnessed how successful that was at the last meeting, so don’t let the same opportunity be missed at this meeting.

IMHO.

......... for how shareholders funds are being managed.

Prior to announcing this EGM to request once again, and unchanged from their last failed attempt, the request to consolidate and dilute, they were more than aware of the requisitioner’s request to hold an EGM to vote George and Satu off of the board.

Why therefore, so as to reduce the unnecessary cost (especially as we are so cash strapped) of holding yet another EGM less than 14 days or so later, did the BoD not utilise the upcoming EGM to vote on all 5 resolutions ?

There is no regulatory reason that I am aware of that would demand both separate groups of issues rolled into one singular EGM, and I have vague recollections of similar issues being contended with within a singular EGM at other listed companies.

Perhaps there are reasons why, were the 2 named individuals being ousted off of the board, prior to or at the same time as the company potentially folding were the requested authorities not to be approved, may alter what could occur during the ensuing aftermath with regards to the property owned by the company/shareholders during that process.

Who knows, not I, but one would question why there appears to be no stomach to reduce the costs through dealing with all 5 resolutions during the upcoming EGM, especially as it is already recognised that an EGM will require to be held within a period of circa 14 days of this upcoming EGM.

Too many red flags being ran up the pole for my liking.

IMHO

Let us not also forget, when the BoD had been struggling to obtain authority from us shareholders to issue more shares previously, they challenged about performing a rights issue rather than constant placements.

To sweeten the pot to get the request for authority passed through they acquiesced that they would utilise a proportion of that authority to conduct a rights issue to the existing shareholders (mind you, the shareholders wouldn’t likely receive any warrants, unlike those lavishly dolled out to others ).

Did we receive the opportunity to participate in a rights issue ............ no.
Why ............ because the BoD failed to follow through on a commitment that they made.

I note an inference to that possibility again being made this time.

Leopards ........ spots .......... change ............................ I will let you work the rest out for yourself.

IMHO

Existing warrants, or options for that matter, also get consolidated at the 125:1 ratio.

Yes, I mean the next AGM, not the EGM’s that are currently scheduled.

The reason being, as I read things, is that the request for authority to issue shares, and the dissaplication of pre-emptive rights, is in place until the date of the next AGM.

At which time, the begging bowl may/will be passed around again at that date for yet more dilution to occur.

Given the BOD’s year of past form (given that the Cheltenham Festival starts today, I thought I would slip the “past form” quip in, as that is what is used to discard likely losers when considering the probable result), what is the credible likelihood that they will rush out the placement of their entire authority that they are requesting (1.5 billion additional shares prior to consolidation) in the short period before the next AGM, and then pass the cap around once more then.

So, if you think that a further 50% dilution to your current shareholding is the maximum that you are expecting to be asked to stomach over the next 12 months then you may very well end up being disappointed.

IMHO

only responses required are those that can be substantiated with corroborative evidence, but does anyone know what percentage of our production is hedged, and at which rate.

Many thanks.

The oil price will have little significance in relation to the margins achieved.

Standard road haulage contracts have a fuel escalator clause included in them, so as to protect both parties from large swings in the price of fuel.

The contracted rates are written based upon an agreed base fuel price, and subject to it remaining within a tight band of that (normally a couple of pence per litre, either up or down, from that agreed base rate) then nothing alters.

However, were the price to drop lower than the band the service provider (ESL in this case) discounts the revenue that they receive on an agreed sliding scale in relation to the actual fuel price (normally an industry accepted published monthly average price), and if the price is north of the band then the customer will pay an increased haulage rate in line with the mirror of the agreed sliding scale.

When the fuel price drops it is the customer who benefits as their haulage rate drops, and the benefits of the fuel price drop are not solely to the benefit of the service providers margins.
So to promote that in a falling fuel price that ESL will increase their margins commensurately to the drop in the fuel price is both wrong, and disingenuous.

Conversely, when the fuel price increases above the agreed rate the service provider is protected from having to swallow, in toto, that increased costs, and primarily the margins will remain on the whole unchanged.
However, were the fuel price to increase exponentially, then there is a credible likelihood that the demand for haulage services may tail off as the transportation portion of the contracting company’s overall costs may start to make their product uncompetitive.
So, although the service provider’s margin would remain primarily intact the demand, and consequently the revenue volume achievable by the service provider would reduce.
Then that reduction may start impacting on economies of scale.

In essence, a fuel price drop will always benefit the customer, but were a fuel price to escalate exponentially the service provider is not always protected as the revenue volume may drop off.

IMHO

Point 3 on the slide about 8 minutes and 30 seconds in is ironic, don’t you think.

Comunication (equally ironic is that they could not even spell communication correctly), firm clear and open, and that personalities should be accepted and understood, showing respect.

Surely if they are going to “talk the talk” (promote that this is how they conduct themselves/business), then they should also learn to “walk the walk” when dealing with their shareholders.

IMHO

About 13 minutes 15 seconds in.

https://www.sharesmagazine.co.uk/video/valirx-val-dr-george-morris-chief-operations-officer

Might be prudent for anyone with the requisite IT skills to make a copy of this video, just in case it strangely gets “made to disappear”.