Member Info for mol42

Oops resolution passed regarding Steen not Adam apologies

btw it is not without the bounds of possibility that Frederik won't be reappointed as a non-exec in due course depending on how negotiations go

mol

We also have Steen Adam and Stephen as Directors of Probiotix Health Ltd which being 100% owned by Probiotix Health Plc won't be a problem assuming resolutions passed regarding Steen and Adam

and Mark Collingbourne as Company Secretary of PLC and acting accountant should also resign - his performance at investor presentation, especially re auditor emphasis of matter, has subsequently been contradicted with the further releases by our company

Graham Myers should then be authorised to review the company financial transactions as soon as possible after the gm imo (both plc and ltd) with the mandates changed

just a few further thoughts

mol

Imo martinu Res 3 is from the 24th Sep to the conclusion of the vote on said resolution and doesn't apply thereafter.

The directors remaining after the gm ( whether 3 ,2 or 1 - resignations possibly? hopefully at least one, Adam, as his position I believe would be untenable if the resolutions passed) are responsible in appointing directors with their appointment confirmed or not at the next available gm.

It wouldn't be in their best interests to reappoint any directors removed by a majority of shareholders/owners at a gm

as it would be betraying their duties to the company however should they take this unadvisable approach then another gm would be called with removal and appointments on the agenda and action taken against said directors imo

Hopefully discussions can be held on 1 Nov after gm and future decided between the parties attending to avoid any further legal expense or disruption

mol

So now we also know that Steen has an employment contract ( ie is an employee) in addition to being the only executive Director - that will unfortunately create some further issues which will undoubtedly cost more money - pity but i suspected it would be the case and a further mistake in his appointment/ negotiations of same - though perhaps unavoidable ( SOH will be an employee as well at Opti)

however back to the position regarding our board once/if resolutions passed

we will have 3 non-executive Directors ( none of which should have an employment contract - but....?)

Adam Marco and Stephen with Adam as Chairman (ie a casting vote)

and whilst Adam signed off PBX statement stating independent Directors are in agreement (apart from SOH - being conflicted and not therefore consulted ) that only is him and Marco - we can only take this at face value at the moment

but going forward and the appointment of at least , imo 2 executive Directors, would appear to require either Marco siding with SOH and Adam not using his casting vote to create deadlock, Adam resigning (the only honourable action imo) or another shareholders meeting being called with resolutions to appoint x y z to the board

Steen should not remain as an employee but be paid off forthwith after the vote - this will cost money but we can use his mates' investment

but perhaps both SOH and seneca should learn the lesson from this and perhaps not only have only one executive Director but if they do never give same powers under resolution no 6 to same (even Opti doesn't have SOH as the only executive Director)

as to FCA someone noted and action - I agree no chance whatsoever

mol

Couldn’t have been any sooner lol

and made a very interesting read

mol

I'm now beginning to believe that Opti have little to gain from issuing a response and whilst they said they would i think they should just attend and vote as they noted - unless of course they have changed their view in which case they would need to issue a statement prior to 1 Nov and sooner rather than later

just a thought this evening

mol

I have been harping on re this company since I discovered its existence and whilst we own 100% apparently its objects have nowt to do with the sector we operate in and no doubt formed by Steen

This from 31 Dec 2023 accounts signed off 28 Jun 2024

During the year £249,832 (2022:NIL) was paid to Probiotix Denmark Aps for the services of Steen Andersen as CEO of Probiotix Health Plc. The year end balance was NIL.

During the year £173,363 (2022:NIL) was paid to Probiotix Denmark Aps for management fees and operating costs. Of the £173,363 paid during the year, £51,185 relates to a part prepayment of fees for the year end 31 December 2024

the second paragraph above is particularly concerning

and whilst there are a number of further sentences within accounts and subsequent presentation by Steen and Mark (albeit not a director) to contradict what our Board is now saying

we have, whilst a standard note with in financial statements regarding shareholdings, this

19. Ultimate Controlling Party

The Board consider that there is no overall controlling party.

mind if that is what the Board thinks in actual print............. and that was before the dilution!

mol

Uploaded this morning

https://probiotixhealth.com/the-silent-cholesterol-crisis-how-menopause-impacts-cardiovascular-health/

mol

On admission mar 2022 121,666,666 shares at 0.21 = c25m MC

now as we know since then we raised £1,226,400 by issuing 36,500,000 shares at 0.036 in sep 2024

with now 158,166,666 shares at c 0.055 equals c9m

and steen in place from Jan 2023 and with the dilution

I'll take c 0.30 all day long at this moment in time

albeit no one is going to offer that

mol

Best thing seed makes an offer for entire share capital - ensuring their supply and future possible income streams

now what price would be acceptable to the majority of shareholders?

mol

The Independent Directors believe that this is where the real reason for the Requisition lies – a dire and pressing need for OPTI to re-integrate ProBiotix and utilise ProBiotix’s cash to provide the funding OPTI will soon require.

nevermind that the Requistion was initiated and requested by seneca - a truly independent shareholder

well to re-integrate ie buy the remaining 67% not owned by opti would cost c6m (mc 9m x .67) which of course opti doesn't have nor any likelihood of ever raising to buy back - they will have more success in raising a substantially less amount should the dire scenario as outlined by our independent Directors transpire

jees do our directors not realise that pbx is a plc

so this piece of absolute drivel by our company just doesn't stack up

mol

The 36302857 shares quoted are Adam 142857 together with 33160000 and 3000000 being the new issue - however

the new issue was 36,500,000 before the inter family transfer

so our company seems to have got the number wrong in rns and previous rns re transfer

anyway the position is

total 158,166,166

Opti 53,533,333

SOH 6,132,990 (not 6,131,450 as noted on website)

JOH 3,333,776

TOH 246,585

assuming no further purchases though by concert party

Seneca 8643583 (as noted in rns)

and 36,500,000 new issue together with Adam 142,857

we don't know the number tw continues to hold but undoubtedly he will either have all or some from the in specie dividend

so opti and seneca 71890267

new issue and adam 36642857

leaving 49633042 between Retail investors, TW and perhaps other II (unlikely) - TW likely to cast his vote - i've picked up hints that he may be changing his mind - lol no surprise there

all down to opti as probably the majority of retail investors won't bother to vote epecially by proxy

we will see

not long to go before 1 November but also opti have announced to deliver their reasons in support of resolutions which presumably we can therefore expect in a matter of days

........ mind tis optibiotix

surely not a change of mind.......?

mol

Bit more info apparently re agreement on listing mentioned by pbx in our company's rns this am (can they do that because of confidentiality? nevermind moving on) - because at time of listing all we were told was

9.5 Relationship agreement

On 31 March 2022, OptiBiotix, the Company, Stephen O’Hara and Peterhouse entered into a relationship agreement governing the relationship between the Company and OptiBiotix as its significant shareholder. Under the terms of the agreement OptiBiotix covenants to carry on its business independently of, and not in competition with, the Group’s business and to ensure that all transactions between OptiBiotix and the Group are carried out on arm’s length terms.

with group being defined as

“Group” the Company and its subsidiary, Probiotix Limited

the directors there are Steen Stephen and Adam ( a potentially important difference from plc - albeit soh out voted) and I note the financial statements now filed (late) on 7 Oct

9.5 was what was quoted by our company under 2 in rns and followed up with selected abstracts under 5 this am

with i note this 9.3 under initial admission document

Peterhouse Corporate Adviser Agreement

The Company entered into an agreement with Peterhouse on 31 March 2022 pursuant to which the Company appointed Peterhouse to act as corporate adviser to the Company following Admission. The Company has agreed to pay to Peterhouse an annual retainer of £25,000 (plus VAT) and, in relation to any fundraising undertaken by the Company, Peterhouse will be entitled to commission of an amount equal to 5 per cent of the gross amount of any funds raised by Peterhouse and 1 per cent of the gross amount of any funds raised by the Company or third parties. Peterhouse’s appointment as corporate adviser commenced on the date of the agreement and, following an initial term of 12 months, may be terminated thereafter by either party giving the other three months’ written notice.

I'm not a corporate lawyer however if any action to be taken against opti soh or anyone else will be undertaken by our company on our behalf but if resolutions passed at gm that would be against the wishes of the shareholders and said action redundant imo

doesn't of course stop any action by steen and that will depend on his contract -which if a director only much simplified but if also an employee ( shouldn't have been agreed to at outset by SOH but wouldn't surprise me) then complicates a bit more with attendant further costs and claims

just a few more thoughts

mol

Https://probiotixhealth-ir.com/docs/probiotixhealthlibraries/archive/circulars/probiotix-circular.pdf

mol

Greater than 50% of votes cast either in person or by proxy at the gm

mol

Or this slightly different one - albeit same girl

https://www.linkedin.com/posts/stephen-ohara-19862a11_nice-new-video-on-slimbiome-please-feel-activity-7241759069886115840-WnpI

to which i referred in previous post this evening

and also as I previously noted re this video he seems to continue to post under probiotix health!

mol

Is this it martinu?

https://www.youtube.com/watch?v=VHdqVV3V5rw

if so who is the girl?

asked before on here if anyone knew but got no response

mol

He had said that existing investors weren't interested and he presumably couldn't raise from market so used resolution 6 to raise funds from his mates - he also of course said that raising funds via a share issue wasn't being considered at the presentation

I think that the investment from his known mates was on the table for a time and once resolution passed at agm shares issued shortly thereafter- the sp price at time was irrelevant other than to give the discount as noted

if he had waited, to now say, and it is only recently price has moved up , i believe the price paid would have been more or less the same but at a greater discount and even more flack would have come his way - in fact may not have been possible to raise the amount unless his mates agreed to pay more for less shares which I think we can all assume just wouldn't be the case

mol

3 mths 6 mths 6 mths 6 mths 6 mths

Jun 22 Dec 22 Jun 23 Dec 23 Jun 24

UK 22 .........21 ...28 ..37 .14

USA 190 744 350 658 749

INT 90 242 174 426 243

Total 302 1007 552 1121 1006

with

seed ...190.......731..... 342.... .....658.....749 in said periods

and I suggest whilst a welcome 519k turnover in 3 months to sep 24 this is again largely down to seed and their clever marketing together with launch in target stores

so to say in 6 month report to june 2024

We have made substantial progress in expanding the sales pipeline in North America and Europe as well as progressing the

distribution activities in Australia and New Zealand and conducting partnership negotiations with a leading South

Korean brand in the supplement/probiotic space.

is slightly disingenuous re USA

and the continuance of the report is down to seed and little to do with us

The partnership with one of the Company’s key partners in North America continued to develop positively, with growth of

the existing business as well as line extensions linked to the publication of clinical data supporting the efficacy of the

partner’s hero product, with LPLDL, in the area of IBS and antibiotic recovery. Both indications having significant market

potential and present an excellent fit with the Company’s value proposition and product offerings within probiotics.

coming two years now for Steen and I still await the significant increase in revenue from customers other than seed - repeat and increasing revenue from said customers

mol

Christopher Stephenson has a diverse work experience starting from 2018. Christopher began their career as the President of Football at the University of Nottingham Students' Union, where they led matches, trained team members, and chaired committee meetings. In 2019, they worked as a Research and Development Intern at the University of Nottingham. After that, they joined Lovering Foods as a Technical Assistant from January 2021 until September 2021. Currently, they are working at OptiBiotix Health Plc, first as a Scientific and Technical Support Specialist from October 2021 to March 2023, and then as a Scientific and Regulatory Manager from March 2023 onwards.

Christopher Stephenson completed a degree in Food Science & Nutrition at the University of Nottingham from 2017 to 2020. Christopher then pursued an Executive MBA in Business Administration and Management at Aston University from 2022 to 2024.

mol