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Yes aftershocks aside, hopefully it is at least 25 years before the next big one hits.
Thanks MadP - Shaken, stirred but otherwise OK! That was the biggest quake for 20+ years, luckily it happened early morning when most people were out and about.
Montiburns - yes we are saying the same thing. At some point Deloitte will contact shareholders.
I always encourage people to contact the company so yes, worth reaching out. The info@ email address is monitored.
Hi Bezzy –
The meeting in Cayman was the first creditor meeting. If there is a deal in place, or, as Deliotte have previously stated, there are no assets, it could very well the last creditor meeting or one of only a few that will take place. Once these meetings are concluded the JOL’s will prepare a final report / statement that will be distributed to stakeholders informing them of their findings, disbursements, fees etc. as well as the JOL’s recommendation to the court. If there is a deal agreed and with the right ratio of creditors, the JOL’s still need to present it to the court for final approval. Regardless of what happened at the meeting yesterday, it needs the court to sign off on it.
I have no information to share from the company side.
There is certainly a lot of lobbying going on the get the USA to agree a Free Trade Agreement with Georgia. Lots of articles along these lines popping up over the past few days, many of them downplaying recent developments involving Georgia and China. Here is an example -
https://www.mccaininstitute.org/resources/blog/us-georgia-relations-from-strategic-partnership-to-strategic-alliance/
Montiburns – You might assume most people are astutely aware of the type of liquidation, but someone had recently posted a link to info on voluntary liquidations of a solvent company, so it is important people understand the type of procedure in play.
FTI prepared a report (relating to FRGC not FIC) that stated the there was no commercially viable pathway to pass on the PSA to another party, and so their recommendation was that for the GOGC to terminate the PSA, which is what the GOGC did. Following that, we know the situation regarding the assignment and the MoU.
Theprodigy - I am saying the return to pre-liquidated state is more common in other liquidation scenarios. Not impossible in an involuntary liquidation but not very common. But the company seems to think it's possible.
Also, I don't have any other information to share that hasn't been presented here.
The last line got cut off, should read - "I think its the strangest investment story any of us have been involved in!"
Theprodigy – I see some people are confused about the type of liquidation that is taking place. FRC-C is subject to involuntary liquidation / compulsory winding up.
As some shareholders have recently received notifications regarding the liquidation then yes, the liquidator has its hands on the Cayman register (though a register can also sit outside Cayman, we don’t yet know if that is the case here). The BoD ceased to have any controlling interest once the Winding Up Order was granted, and FRC-C passed to the JOL’s.
The liquidators appear to have found the cupboard very empty but there are several mouths still expecting to be fed. So, assuming everything else is found to be in order, the JOLS’s will consider any realistic deal that can be made. The liquidator must determine that any deal is fair to as many creditors as possible and it must be acceptable to the Grand Court. Such deals need meticulous planning. This system also means the liquidator can earn a nice commission which they won’t get from an empty cupboard.
We saw a broadly similar process play out (and fail) in the FIC case where FTI considered various options from potential parties before making their final recommendations.
Yes, we are reliant on SN, but we are also reliant on the creditors / liquidators / courts reaching an agreement. Typically, shareholders are wiped out in these types of deals but “all stakeholders” does mean shareholders and other interested parties.
The assignment from FRC to FRUS was contingent on FRUS fulfilling certain conditions including paying sums of money. We don’t know if that has / has not yet taken place.
As to our shares, the talk of a “return to the status quo” would indicate they plan to remain a Cayman entity = FRC-C. On the face of if that seems almost impossible given the company did not challenge the WUP from Mourant and the liquidation seems to be proceeding as a typical Cayman liquidation. I don’t know any case where a company came back from dissolution, but the liquidation process is still ongoing and so not dissolved yet. So perhaps it’s possible, but I cannot find an example.
In Cayman liquidations, the law does allow for behind-closed-doors discussions between parties either before or during a liquidation. This typically occurs during so-called provisional liquidations (where it can sometimes suit company and creditors to liquidate and restructure) but I think harder to find during involuntary liquidations (which is the type of liquidation FRC-C is undergoing). Not impossible, but not common.
If the parties are cooperating via Deloitte, then the 1st creditor meeting in March could be significant. Sometimes these first meetings are procedural (appoint a committee etc.) but if matters are being discussed – and hopefully resolved – ahead of time then perhaps some important decisions can be made at the meeting.
You said “Strangest investment and story I’ve ever been involved in
Ricardo2019 - Not necessarily.
If you had clicked on the link I supplied you would see that it states "...except in the case of an exempted company in which case the register of members may be kept at any place within or outside the Cayman Islands"
HouseofGold - as per Cayman company law, share certificates are optional. Details should be maintained on the register, and as you say you have your transaction records.
"Exempted companies do not issue share certificates as this is not required by the Companies Act"
https://www.harneys.com/media/kuhpdrtt/cayc16-continuing-obligations-for-cayman-islands-exempted-companies-cayman-aug-23.pdf
WhamBoy - I wouldn't assume that to be the case. No link between silence and possible deals.
FRC-C, as a Cayman Exempted Company, is subject to the applicable Company Act and associated regulations, details of which can be easily found online. Specific to registers -
“Each company is required to keep a register of directors and officers, a register of members and a register of mortgages and charges…. The register of members (i.e. shareholders) must contain the names and addresses of the shareholders of the company, the number and category of shares held by each member, the distinguishing numbers (if any) of those shares, the amount paid or agreed to be paid on the shares, whether each relevant category of shares held carries voting rights under the articles of association of the company and, if so, whether those rights are conditional, together with the date on which each shareholder became and ceased to be a shareholder of the company”
https://www.campbellslegal.com/wp-content/uploads/2023/11/Continuing-Requirements-for-Cayman-Islands-Companies.pdf
Many people had their shares moved between accounts years ago, so I think this is housekeeping given recent events in Cayman.
In terms of key dates, Deloitte will hold the first creditor meeting on 14th March.
Monti - I think it makes sense that the Georgian Ambassador visit Texas to meet heads of business and promote Georgian exports. The Ambassador has a lot of connections to SN / FRC both during his tenure in government and now as a career diplomat. As an example, he was very involved in the “Senators letters” incident so he dealt with many of the senators who wrote / visited Georgia. Perhaps that interplay played a part in his selection as Ambassador.
He has spoken many times about FRC, adversely at first but then more warmly as the government suspended the termination and as matters relating to ZM unfolded. Also, the GG entered into a MoU with the company, so another reason to meet and update on the current situation (especially as the WUP was inbound). SN has deep connections in the industry, so it makes sense to include other players and related businesses, especially if Exxon / others are trying to grow their footprint in the area.
What is the “dire position with the GG” you mention as I don’t recall any recent statement from the Georgians to that effect?
The rule is as follows (assuming you are discussing Scheme of Arrangement which uses the 75% rule) -
"The “headcount test” still applies to creditor schemes of arrangement meaning that the approval threshold is a majority in number representing 75% in value of the creditors or class of creditors (as the case may be) who are present and voting either in person or by proxy at the relevant creditors’ meeting."
https://www.conyers.com/publications/view/schemes-of-arrangement-restructuring-in-the-cayman-islands/
Or another way to explain it is -
"At each meeting ordered to be held the Scheme has to be approved by a simple majority in number (minimum 50%) of those present at the meeting and voting either in person or by proxy, provided they represent 75% of the value of the Class. Both requirements must be met, so a Scheme will not be approved if the simple majority controls less than 75% of the value or if those voting for the Scheme have more than 75% of the value, but represent less than 50% of the number of Stakeholders attending and voting at the meeting."
https://www.bedellcristin.com/knowledge/briefings/cayman-islands-scheme-of-arrangement-what-affected-creditors-andor-shareholders-should-know/
Should a class of creditor dissent, the courts can force the party to accept a deal ('cram down') if the proposal is neutral / beneficial had the Scheme not been proposed.
Thanks for sharing. That deal was completed about 6 weeks before the Ambassador meeting. So that might, at least in part, explain the Georgia connection.
The meet and greet was discussed here 17th-18th November onwards. Perhaps those dark forces are affecting short term memories.
Njames - no, it does not. Parent and subsidiary are separate legal entities. That is why FRC-C is under liquidation while the other entities are currently active. You are correct that as former directors of FRC-C they will be communicating with inquires.
The message that ODR received from Deloitte is correct. However their comments relate solely to FRC-C as the entity currently in liquidation. They have no powers outside of Cayman / FRC-C.
FRC continues to exist as a separate legal entity in other jurisdictions and the BoD of these entities remain in place. In other words, the BoD are currently former directors of FRC-C but are current directors of the other FRC entities.
It is as directors of FRC (elsewhere) that the company can engage with Deloitte.
The Cayman entity is subject to Cayman law and the other entities are governed by the laws of their place of residence, not Cayman.
If these other entities are to be liquidated then parties would need to commence liquidation proceedings in accordance with the laws of place of residence and would be subject to many factors such as corporate structure etc. Liquidation in Cayman does not automatically mean everything else is also liquidated.
Finally, there are no veiled threats from the company about contact with liquidators. It is an individual decision to contact or not to ask questions about your holding. They said if you are going to also make accusations of serious wrong doing (i.e. SN is a serial shoplifter from Wollies) then you should have evidence to back that up. Otherwise it's a baseless accusation.