Posted by Symore_Bottoms on ii24 May 2019 19:08
I think it is important to note that FRR has always been in a precarious financial position and this is not a new phenomenon that Hope’s lawyers are trying to portray now. As an early O&G junior explorer, this is the modus operandi not just for FRR but for nearly all small oil companies. So for over 20-yrs, these incumbent long term Directors have balanced the books by honouring their fidicuary duties to employees and creditors (I can’t recall any legal action been brought against them, so great track record). In fact, historically speaking, they have personally financed the company when there was no other finance option available, which was subsequently converted to ordinary equity at a premium. How much Director RPNs converted? $26m. This is Directors level of commitment to their stakeholders. Then we know that Zaza offered a personal loan of $5m, but what did Hope offer? Sweet FA. Infact, Hope lawyers go back to claiming that Hopes actions were to protect Outrider and other creditors and therefore fulfilling his fiduciary duties. And this is going to be crux of the legal argument. Well, that cant be true, because if it was, he would have started raising these issues as soon as became the Director of FRR back in Feb 2017 and not from April last year. There are clear cut legal cases where a Director should excuse himself from Board discussions when he is conflicted, not use his veto power to protect his own position. This vulture is now arguing that he vetoed the proposals to protect creditors but did he then offer superior terms for his own $2m loan?
As far as Judge Kawaley’s comments are concerned on the financial state of FRR (and this shows how little he understands the early explorer industry), FRR has been in this financial state for over 20-yrs without any creditor not getting paid. Infact you could argue that over the 18months, FRR made more progress with new equity raised, progressing drilling operations and securing discussions with international heavyweights. I can also name at least half a dozen AIM O&G companies that have a similar financial position to FRR. And what about the Regulators such LSE who continually monitor these small companies.
Anyway, I think this is why FRR want a Jury trial because when the facts are heard, and Hope is exposed for the vulture that he is and how he has taken advantage of the opportunistic purchase of heavily discounted company debt. When the facts are finally presented, then you could see his motivations which resulted in him not honouring his fiduciary duties.
Will the preliminary injunction be granted? I don’t know. It will depend on the hearing on the 6th June; it will all come down to the persuasion of the argument from the respective lawyers. But as it is FRR who has brought this action, they should be given their day in the court I believe.