The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.
Well that doesn’t surprise me in slightest .
If you look at his history you will see that his company was supposed to float but couldn’t get enough interest at £1 a share 🤦♀️ So where is he getting money from ? Don’t tell me he’s going to use some pension fund 🙉
it’s all looking like another play , let’s clear out LS and we can say we clean and get more investment to finally get FDA next year . Then suddenly FB turns up and brings back his buddy from Florida to help with fictitious sales 🤡🙈We being played 🙊
out of all the signatures on the req, i wonder which one sent the letter to ************* ?
why didn’t they just go for egm ?
no point in asking ls just to walk away from company , nl needs to have shield in place .
the current bod would rather see the company go under than let anyone see the books .
Well it now looks as thou not only did she loan the £30k but now being played into stumping up another £1 million and gone full in with our Baz and some offshore pension company . You cou make it up 🤡🤦♀️🤡🤦♀️
Also a lot of shareholders would not vote for it without the removal of NL , there is no mention of anybody else being removed in the req.
the company still have not addressed the IP issue and no mention how the rebels intend to reunite it with TSP .
To be honest with you it looks like a req that is being lead by FB , in the facts that NL gets to stay on and poor AS stumps up another shed load of money to be shared out between them .
We have expressed these opinions in recent days to the Board, but the Board has refused to take action and hence the reason for this requisition. Given that the alternative is a material risk of insolvency, we do not believe that shareholders and the Board have any choice but to support the above resolutions, and the overwhelming support that the resolutions have make the actual holding of the EGM pointless. These actions should be agreed and actioned by the Board immediately.
On appointment of the new Board, members of the undersigned group will lead a fund raising (the “Initial Funding”) that will provide sufficient funding to the Company to:
1) Cover immediate liabilities;
2) Immediately issue the circulars to call the overdue AGMs;
3) Prepare a business plan to take the Company to commercialisation of its IP; and
4) Proceed with a fund raise to provide the funding required by the new business plan.
The Initial Funding will be of up to £1m and will be at a significant premium to the current share price. The majority will be in convertible loan notes, given that there is not sufficient authorised share capital to issue sufficient equity, but it would be intended that authorisation will be sought at the AGM to increase the authorised share capital to allow the Initial Funding to be converted plus to allow for the broader fund raise anticipated above to be in ordinary shares. Mr Barry Sanders has also committed to converting his loan to ordinary shares, following the increase in the authorised share capital, which will further improve the capital structure.
As we look forward, it would be our intention that the Company has a management team that are experienced in the development and commercialisation of early stage medtech businesses, but until the Company is properly capitalised the right talent cannot be attracted to our business. The Board will have, in the meantime, a significant experience in the space, albeit that at the Non-Executive Director level.
We will commit to maintaining a majority independent Board as we move forward, to ensure that shareholders gain confidence in the newly constituted Board. The new Directors will also undertake a complete review of all actions taken by stakeholders in the business since IPO to satisfy themselves that there is no accusation of wrongdoing that has not been thoroughly examined. An email address for any information in this regard will be set up and every email will be responded to. We regard this as an essential step in the Company regaining the trust of its shareholders, and resetting its relationship with capital markets generally.
We want the Company to succeed, and we believe that these proposals are the only way for the Company to achieve the success that its long-suffering shareholders deserve.
We look forward to hearing from you.
Yours faithfully
Geoff Miller
Annabel Schild
Barry Sanders
Sam Ogunsalu
Victoria Sena
Trustees of the Geoff Miller QRO
21 February 2024
Dear Sirs
We represent a total shareholding of 6,246,667 shares of Truspine PLC (“the Company”), being sufficient to request that the company requisition an EGM. We hereby request such an EGM be convened and that the following resolutions be put to the EGM:
1) The appointment of Geoffrey Miller as Chair of the Board of Directors;
2) The appointment of Samuel Ogunsalu as a Director of the Company;
3) The appointment of Victoria Sena as a Director of the Company; and
4) The removal of Laurence Strauss as a Director of the Company;
We believe that these resolutions have overwhelming shareholder support and we believe that calling an EGM is an unnecessary and superfluous action that only wastes time and money, at a moment in the Company’s history when it can ill afford either. We are only taking this step after extensive attempts to persuade the Board that this is the only sensible course of action and this step has been forced upon when there is no material support for the existing Board across the share register. We have been driven to this action by concern over the financial position of the Company and the management thereof expressed to us by a large proportion of the Company’s shareholder base. We have the resources at hand to ensure the Company can deliver on its objectives, but without these resources there is a material risk to the company’s solvency.
We believe that the new Board that has been put forward has the requisite technical and governance skills to take the business forward successfully, and there is sufficient financial backing from the undersigned to take the business forward under this new Board, whereas the under Mr Strauss’s leadership the Company does not have access to sufficient capital to cover its existing overdue liabilities.
Mr Strauss has allowed the Company to become dependent on a series of small-scale debt and equity fund raises that have avoided insolvency, but only because a larger funding might be possible in the future. As the principals that would have to lead such a raise, we have worked with the Company to deliver this fund raise but Mr Strauss, in providing partial, inaccurate, misleading and contradictory leadership has completely undermined our confidence in him and we will no longer support a fund raise whilst Mr Strauss is a member of the Company’s Board. We also have identified potential strategic partners for the Company, but cannot cement a relationship with the Company under Mr Strauss’s leadership, given his approach to his role.
We have expressed these opinions in recent days to the Board, but the Board has refused to take action and hence the reason for this requisition. Given that the alternative is a material risk of insolvency, we do not believe that shareholders and the Board have any choice but to support the above resolutions, and the overwhelming support that the resolutions have make the actual holding of the EGM pointless. These act