Member Info for Looed

MontiBurns - thanks for your message and sharing your thoughts. However your comments on regulatory requirements are not correct. Morally correct, sure. But not in Cayman.

LongshotEd – This was originally a company debt that the company could not pay so SN (and ZM) took it on under personal guarantee. I expect that if FRC fails to settle as agreed then Mourant will again pursue SN in Texas.

You might recall there was FRC v Mourant Federal case as well. This case linked to the Texas civil case with the company offering to dismiss the Federal case in return for Mourant accepting terms to settle the Texas case.

The latest Cayman filing states that the following settlement in Texas, the company became the entity responsible for the debt.

WHamBoy - well spotted. The case was indeed Mourant v SN, ZM. However the terms of the deal state that the money would come via "entities subject to SN's control" which is why the case is Cayman based and they are going after the company. Where they to go after SN in a personal capacity then it would make sense they would file in Texas as his place of residence.

This is a chronology of events –

1st payment of US$150K due to Mourant as per settlement agreement by 1 September.

Delayed payment to GOGC of up to US$6.1m due 15 September.

SN / FRC (and others) host the Georgian Ambassador on 18 November.

Mourant served its Statutory Demand (SD) for monies owed to the company on 20 October with a compliance deadline of 10 November.

Mourant filed its Winding Up Petition on 30 November stating that “the company has failed to satisfy the SD by this date or at all, and has raised no dispute or objections to the monies owed”. We only became aware of these developments once the Winding Up Petition was filed in Cayman on 30 November.

On 18 November I shared this message – “We have continued to make progress thanks to Mr. Nicandros' leadership and that of our team in our long road back to business that is still in progress. Rest assured that when we are able to share details we will, as we still are addressing remaining legal actions.”

I have been trying, so far without success, to find out if this “new” (to us) action by Mourant falls under the “we are still addressing remaining legal actions” part of their message given the process to start Winding Up was already in motion and the litigation with Mourant was settled but not officially over.

The MoU was signed in November 2022 albeit with a missed payment deadline (nothing new there!), but that MoU was signed with the full knowledge of the remaining litigation and, you would think, knowledge of how the company would proceed in those cases. It is also possible the litigation is now a side-show as far as the GOGC is concerned (that is just a theory). For example, FRUS appears protected from the likes of FIC / Hope.

This is hardly the first time FRC has been sued, and by much more dangerous parties than Mourant. Each of those cases that have ended / settled / remain open had or have the potential to sink the company. The difference here is the Winding Up Petition which of course has a ring of finality about it. This is a legal tactic and the company has 6 weeks to resolve this issue before it has to head to court to explain itself.

Back to the MoU, the assignment to FRUS is through FRC, and FRUS is a wholly owned subsidiary of FRC. It is logical to assume that any action to wind up FRC would have implications for deals involving FRUS, unless there have been other deals made after the posting of the GOGC accounts and which we cannot see.

MontiBurns – you wrote “As far as shareholders’ comms are concerned, it does not matter if a company is registered in the Caymans or is a privately-registered entity, shareholders have certain minimum rights to information as owners” If you can show me what law enshrines these minimum rights, and that the law covers Cayman and / or Texas I will be happy to present it to them and see if it makes them budge.

Linandy1 - sadly, there is no obligation to address shareholders. That is one of the benefits (to the company, not to us) of FRC being a Cayman Island Exempted Company. Further, as a private company they are not bound by specific market rules regarding updates to shareholders.

You can read what little in the way of rights we have here-

https://www.mondaq.com/caymanislands/securities/494964/cayman-islands-exempted-companies-an-overview

I asked for a comment yesterday and will report back should I hear anything.

ODR1 - I understand the sentiment. Don't forget they did just host the Ambassador so I hope that is a positive sign that they are meeting their MoU obligations.

As you will recall, the company and Mourant recently reached a settlement so ending their Texas civil case as well as settling the federal case that FRC initiated. As part of that settlement, certain payments were to be made between September 2023 – February 2024.

Mourant has now filed a Petition to wind up the company (FRC) due to non-payment of part of the monies owed. This is a logical step for Mourant to take to seek resolution and get the attention of the company.

The court has set a hearing date of 16th January 2024 to hear the Petition.

As I said recently, the finish line, in whatever form that may take, is not far off now. There are numerous debts and obligations that must be met in relatively short order, many of which can no longer be delayed.

I should have added that the MoU will have terms and associated dates that must be met. Some of the ongoing actions also have dates that must be met (i.e. part-payments in the Mourant settlement) or docket dates that need to be actioned. The number of spinning plates are getting less and less. Thats why I say i finish line of sorts is in sight.

WHamBoy – I wish they would say more about the behind-the-scenes efforts they have taken / are ongoing but they see silence as the winning strategy and see no need to change at this late stage. I think that’s a real shame given what they have achieved.

I know some say the pending litigation is a side-show, but these cases are vital and must be settled in our favor. Hope, YA etc. must be thinking how they can get their mittens on the good stuff and we should thank the GOGC etc. who, despite all the odds, have not only stood with the company but also seem to have given the Cayman lot time to exhaust all options (and money?) without success in trying to get the asset, at least so far . And then to turn round and extent the olive branch to FRUS and validate the position the company has held for years regarding the assignment. That is lobby money well spent and relationship building at its finest.

Still, the legal wheels must grind on to their own tune save any deal or capitulation.

We will only know our fate for sure when it’s finally spelt out in black & white (as they promise they will do) and when the MoU becomes something tangible.

I know people focused on the second part of the last message I shared, but it’s the first part that is the most important.

That turned into a ramble and I haven’t really answered your question about being confident. I would say I agree with their last message. Confident yes, but still some housekeeping to attend to. The good news is they ain't letting up now, but I do believe the finish line is now in sight.

AussieBattler - compared to where we were, you can now breathe a little bit.

As of May 2021 =

FIC (Cayman) - FROC (Cayman) - FR SRL (Moldova)

The Moldovan concession sits under -

FRIC (Texas) - FRE SRL (Moldova)

Seisprocessor - apologies, I meant to include your name in my reply to ODR1

Miss Mapp - no problem and I hope it is useful in the future.

ODR1 - sorry I couldn't reply to you in more detail earlier. There is no issue with people researching with good intent given the lack of comms from their side. What they are saying is any outreach that is made with the sole intent of damaging the company will not be tolerated.

If you write to, let's say the GOGC, and say "HI, ODR1 here and I am a shareholder in Company ABC. I gather you recently concluded a deal with Company ABC and would like to know if you can provide me with more information as the company are not replying to my requests for info" then that is fine as there is no harm or ill will meant by your message, you are seeking information that Company ABC has failed to provide to you and you feel forced to explore other sources of information. Which sounds like what you are already doing and they haven't tried to stop you.

Now if your message actually read "Hi, ODR1 here and I am a shareholder in Company ABC. I gather you recently concluded a deal with Company ABC and would like you to know what a bunch of lying, thieving, gangsters they truly are and hope you cancel the deal and lock them up" well that might get you noticed. You are now sending threats and attacking a partner of the GOGC and they might feel the need to bounce your email / threat to Company ABC who might decide you need some disciplining.

If they were so concerned about "sleuthing" they would have shut us down a long time ago. They know this is "news central" for FRC news and that, as MontiBurns said, dark forces are still at work. They are the target.

MontiBurns – yes, that is the meaning of the second part of the message. They are saying that they will not stand by and allow rogue elements to derail efforts to date. That’s why it’s a message of two halves – one half is an update, and one half is an assertion to enemies who seek to do harm to the company. After all, it was a shareholder who tried to steal the company from under us. I think we would want and expect the company to robustly defend its position against a “ZM” type attack or any action by any party that tries to purposely weaken the company.

ODR1 - no need to apologize.

A message of two halves from the company –

First part –

“We have continued to make progress thanks to Mr. Nicandros' leadership and that of our team in our long road back to business that is still in progress. Rest assured that when we are able to share details we will, as we still are addressing remaining legal actions.”

Second part –

“Anyone who choose to communicate with third parties and the Georgian government recognize that they will be held accountable for any damage to our progress/business that results.”

I am not sure what has caused the second part, but based on this type of talk I don’t anticipate any more messaging in the short term.

Miss Mapp - you can use this website -https://who-called.co.uk - to check any phone number. Just type in the phone number you are not sure about and and press search.

For the phone number you posted the website states - "This number, primarily associated with fraudulent activities, where callers impersonate Microsoft, is a non-geographic number"

WHamBoy - I would agree but let's wait until we get more certainty on this. That money has to come from somewhere.

ODR1 - I have messaged them repeatedly over the last 24 hours to advise what news had dropped and that it is a pretty poor show that we have to pour over accounts and FB posts to get a handle on things. It is possible the publishing of thew accounts has thrown them a little off guard. I will keep at them and include your questions in my next messages.