Member Info for Moleinahole

Neil - isn't it always the way. When you need a bit of luck timing wise how it so often doesn't work out.

I think we all broadly agree here - it should have gone up nearer the 25 to 30p level by now. But there does seem to have been a lowish level background seller which has chipped a penny off and held us here. To move it up needs demand for shares and to do that you need more willing buyers and/or news to attract them in and also some willing sellers to give the MM some liquidity. That could be part of the issue here - might have to move up fair bit to produce the liquidity. The company are not going to be issuing any more shares.

I think you could be right on the offtake being a catalyst. Not looked at the gas forward pricing but that is now a matter of interest to us this close to production - as they are now selling into 2021/22 winter demand just after launch.

If someone was going to make a move - logically now (or last year) would be the time and in that regards we are passengers. CalE could indeed step in with an offer particularly if someone else tried. So as I say only see upside from here over next few months - just hard to work out how close it gets to the NAV and how much discount the market continues to build into the price.

Finally.....on their entry had to laugh....

"The firm recently assisted a client with the acquisition of a minority interest in one of the largest Georgian brewery companies."

.......they are also a member of AMCHAM in Georgia which FRR have in the past been major players with Levan B chairing the energy committee till very recently.

Arsenal sometimes hard to work out on the registry entries like that unless there is supporting documents.

The company is a law firm. Not a name I have come across before and not the team FRR were using earlier in the year from memory FRR were using BLB lawyer Ana Rekhviashvili in Feb 2021 to try and register which was refused just before the Green court case.

https://www.legal500.com/firms/15080-nodia-urumashvili-partners/20366-tbilisi-georgia/#section-108539

So hard to tell but it is movement on that entity that needs to be watched for any evidence of progress on the Green front.

Could be Green or their backers or FRR and their team or even GOGC. Can't tell - had a quick scoot around for some links between the law firms but need to dig deeper.

"I request you to prepare an extract from the register of entrepreneurs and non-entrepreneurial legal entities". That's it. Can't see a new Deja vu file either.

Prod - get well soon - been a long past 2. 5 years for sure.

Peak - Duster has a point. The problem is with LOG holding 30% they can and would sell out at @30p giving a predator access to a large concentration of shares. When that is added to Lombard tidy pot in 2 holders you have a significant potential holding to bid for. Both are in the money at these levels and neither I would say were long term or committed holders - nor are any of the other institutions I would say - however the Board considered it a good outcome to get institutions in (at the expense of the PI investors). We passed the point of a big return here with the mess LOG caused, Skipper and Harvey with the drill and the subsequent recapitalisation using institutions and the CalE deal with the Bond.

So a bid has absolutely been a risk here for a while. Hard to call - if one came I think it would come after a suitor had tapped up the 2 largest holders first - they would not mess with the low volumes daily traded. If it came there is nothing PI holders could do about it. So its a risk but not one I worry too much about as it would be an upside from here and not necessarily a cash offer of course - could be equity if it happened - but on that LOG I'm sure would want cash....

Either way interesting period in the run up to first gas coming. Be nice to get there after all these years!

Monti - Uk maybe but that's not my understanding of Cayman exempted companies.
https://www.ogier.com/publications/cayman-islands-exempted-companies

"Every company is required to keep proper books of account with respect to its receipts and expenditures, sales and purchases and assets and liabilities. Those accounts must give a true and fair view of the state of the company’s affairs and explain its transactions. The Companies Law does not require that accounts be audited or that the accounts be filed with any authority."

If there were no staff which service company was managing the accounts and did they work for Zaza or Steve then and what is in the books? Have they really maintained a set of accounts - we don't know as we have not had a meeting to ask. But missing oil and unpaid staff suggests something deeply flawed. The last set of unaudited sept 2018 for H1 2018 looks wrong and did not clearly account for Green or Outrider but did not cover the key final period the company imploded. Maybe at some point we get a long final period in some accounts!

The last audit we know of was PWC the 2017 full year done in June 2018. Anyone crazy enough to have prepared a set of accounts let alone audited them since will have had some fun. PWC asked to be included in the activities of FTI investigating the transfer in US.

From what I can tell its also debateable whether we have maintained a share register. But that is only termed essential in keeping up to date.....

"Register of Members: This must contain the names and addresses of the shareholders of the company, the numbers of shares held by each, the distinguishing numbers (if any) of those shares, the amount paid or agreed to be paid on the shares, whether such shares carry voting rights and if such rights are conditional, together with the date on which each person became and ceased to be a shareholder of the company. The register of members is prima facie evidence of the details required to be inserted therein so it is essential to keep it current."

And finally -

"There is no requirement for any annual meeting of shareholders or directors, unless otherwise prescribed in the Articles."

And that has been one of my main bugbears here - and was the final control pillar to hold directors accountable each year.

Monti on the rest I am keeping an open mind as I watch it all unfold but I think my general shock and horror at the Board's antics should be clear. I have long posted about the importance of corporate norms of audited accounts, elections of directors and AGM - boring a subject as some seem to think they are.

I still suspect the April 2018 board meeting was the key moment. Hope wanted to wind up, Zaza wanted a secured investment and straight after that the Green oil arrangement was made. A few missing bits but that for me was the moment. That post dates funding - there was no public announced funding after Feb 2018 which is one of the other great puzzles when the comp

Pyro I strongly suspect there are no books of account since 2018. who would have produced and maintained them as there are no staff. Bank statements I would expect is all. The catalogue of unpaid bills also raises questions as to how basic things have been paid for. Company registrations even seem not to have been paid.

Bizarre as it could be if the current litigation where they have accused each other went against them there would be no board left. Then we could call a meeting. But then what? It's such a mess who is wanting to be on the board of FRR!

The company has been crashing down since 2016 when they first tried to avoid paying or rescheduling the loan notes and falling out with the Georgians.

I still find the events around Green Capital and Outrider missing some pieces. Steve actions as chairman is baffling.

FTI chucking the towel in shows what a mess it all is. To regain control of the asset is the next step. I have pondered whether the way back is Green assign it back to FRR as part of a deal and Outrider get the pledge shares in the other Texas action. Cancel the California case. FRR then recapitalise. The question then is if GOGC will let this shambles carry on. They need to stop litigating and start managing. The final cost to shareholders is unknown as it depends on if they survive and what sort of recapitalisation is now possible.

There is a narrow way out but it's harder now than at any point since 2016 and actually has not changed since we defaulted in 2018. One question I don't know is what has happened to the now unsecured part of Outrider debt and YA preference share. Same players as the 2016 default restructure it would seem are still all here with claims.

The lot of them have failed all their stakeholders. The only winners so far are lawyers. The increasing personal risks and hopefully end of insurance should knock some sense into them with any luck.

But we are a long way from seeing prospects of any value here. Has it been an elaborate planned scheme or a series of miscalculations and mistakes? Time will tell.

GENERAL MEETINGS
73. The Company shall, within one year of its incorporation and in each year of its existence thereafter hold a general meeting as its annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the principal office on the second Thursday in April of each year at 10 a.m. At these meetings, the report of the Directors (if any) shall be presented.
74. The Directors, or a committee designated by the Board of Directors whose powers and authorities include the power and authority to call meetings of the Company, may whenever they think fit, proceed to convene an extraordinary or special general meeting of the Company.
75. Members shall not have the power to convene meetings of the Company, whether being a special general meetings or the annual general meeting, of the Company, save only at any time when the Board of Directors of the Company is vacant and then only in accordance with the Law.

So in addition to not having to produce accounts - they have made it hard to hold them accountable.

They have always been liberal with the annual meeting - the AIM listing was actually providing the requirement for accounts.

164. The books of account shall be kept at the Registered Office of the Company, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
165. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorised by the Directors or by the Company by Ordinary Resolution.
166. The accounts relating to the Company's affairs shall only be audited if the Directors so determine, in which case the financial year end and the accounting principles will be determined by the Directors.
167. A printed or electronic copy of the audited annual financial statements of the Company shall be made available to Members, if so determined by the Directors in their discretion.

Cayman only requires:
168. The Directors in each year shall prepare, or cause to be prepared, an annual return and declaration setting forth the particulars required by the Law and deliver a copy thereof to the Registrar of Companies.

Welcome to the crazy world of the FRR articles.

109. The Board of Directors of the Company shall be divided into three classes of Directors (other than Directors which may be elected by the holders of preference Shares of the Company conferring rights upon such holder to appoint Directors contrary to these provisions) which shall be designated Class I, Class II and Class III. The members of each class shall be elected for a term of three years and until their successors are elected. Such classes shall be as nearly equal in number as the then total number of Directors constituting the entire Board of Directors shall permit, exclusive of any Director elected by the holders of preference Shares of the Company conferring rights upon such holder to appoint Directors contrary to these provisions, if any, with the terms of office of all members of one class expiring each year. Should the number of Directors not be equally divisible by three, the excess Director or Directors shall be assigned to Classes I or II as follows: (i) if there shall be an excess of one directorship over the number equally divisible by three, such extra directorship shall be classified in Class I; and (2) ) if there shall be an excess of two directorship over a number equally divisible by three, one directorship shall be classified in Class I and the other directorship shall be classified in Class II. Those Directors classified as Class I Directors on the date of adoption of these Articles shall be elected to hold office for a term expiring at the next annual general meeting of the Company. Directors classified as Class II Directors shall hold office for a term expiring at the second annual general meeting of the Company following the date of adoption of these Articles and Directors classified as Class III Directors shall hold office for a term expiring at the third annual general meeting of the Company following the date of adoption of these Articles. Notwithstanding the foregoing, a Director whose term shall expire at any annual general meeting of the Company shall continue to serve until such time as his successor shall have been duly elected unless his position on the Board of Directors shall have been abolished by action take to reduce the size of the Board of Directors prior to said meeting.
111. Any vacancy occurring in the Board of Directors (by death, resignation, removal, increase in the number of Directors)..... A Director elected to fill a vacancy or a new seat on the Board of Directors shall be elected for a term expiring at the next annual meeting of the Company at which the term of the class to which the Director has been chosen expires.....

Problem is the articles don't allow members to call a meeting only directors can. Default is a meeting in April.

Peak alot of folk seem to want 50% up of down in a day and move on to next.

This has just not been like that. The difference is that there is a real business here being built up but in a very understated way. Hence my term boring.

The modest size of the prospective resources and stable share register just means it's stayed subdued.

One for Oopsi I guess. We are obviously not a party in this case - but the case has been brought by Zaza on behalf of shareholders and the company vs Steve and the directors. So strangely if we were it would be via Zaza side in this one I suspect. Whether that gives a right of audience I have no idea but they have switched off the live feed which is the immediate issue. I doubt you get a right to speak/present without being a party. Anyone can sit in the court - but that is the issue with Covid travel ban that is not an option for UK shareholders who undoubtably have a close interest in the case.

In terms of threat level: I would place unpaid employees and their families in Georgia, Unpaid trade creditors and contractors and their associates in Georgia and Russian inclined agents in Georgia way ahead of the risk profile that disgrunted UK based shareholders subject to a red travel ban pose anyone. Georgia is still a bit dodgy in terms of people getting knocked off - so its not a country without risk if you upset the wrong people. Its a few years since we have had the debate about clan/mafia type risks to business in Georgia - https://en.wikipedia.org/wiki/Georgian_mafia - given FRR capacity to go down new and unexpected avenues who knows here - thieves in law sounds about right mind!

Thinker they are buying with the salary in shares arrangements. Don't think that would make any difference.

If you look at upside its maximum of 100%. There are too many other AIM vehicles that can do that in a day - so I think IOG is in many respects too boring! Te downside risk is now small. Hence with potential dividend its very much the sort of thing for institutions I feel and "boring" investors.

I think it will creep up in Q3 but just don't see a catalyst for a big move and don't see large numbers of PI piling in.

Given other shares in my portfolio boring is good as long as they get there in the end. The returns should have been much bigger but that was spoiled by LOG in my opinion . The cheap placing to institutions - that was at least 50% too low in my opinion but LOG spoiled getting a better price.

Looed it does not say anything about messages. It's now one or more of the parties perceives or believes there is a threat to them. That may or may not involve messages. Our take collectively yesterday was the unredacted address info is more likely the reason. But of course we don't know. A common theme involving all things FRR for the last decade.

Either way it's total nonsense and does not stand up to any sort of rational examination when it's all on zoom and one party is in Georgia.

At end of day judge can run their court how they like but to invite people to appear in person when UK is under a red travel ban to US is quite simply wrong. The judge may think that would have stopped FRR shareholders attending. On that she would be wrong. If the covid flight ban was not in place and with some certainty on the court schedule I'm pretty sure she would have been seeing a shareholder in her court. The ban being in place means we have been denied the opportunity to hear evidence. The very purpose of putting live stream in was to avoid travel.

Yes she may be too busy to want to deal with procedural issues like this. But the decision no doubt suits all the parties in this disgraceful spectacle.

At the end of the day it does not matter. But shareholders here will take it as a further example of being marginalised and forgotten. The parties in the court won't see or greatly care about that. They are in their own bubble of reality. But if for a moment they came out and looked from our side they would begin to understand why doing it just makes people more frustrated and more likely to find ways to get themselves heard. That does not excuse anyone interfering in the course of justice.

But the message has to be loud and clear stop ignoring shareholders and start to listen to their plight. If you continue to treat them with no respect then they should not be surprised by a growing escalation in orthodox and unorthodox actions to get heard. We have waited long enough and switching off the feed and blaming shareholders is a bit provocative.

So we have moved on from the previous explanation of "not liking people posting on face book" to there is a "threat". Yes indeed truth and openness is a threat but a different one. Russia and China take note of the lights of a beacon of democracy flickering and going out.

Lets think about this - so you really have to ask how live stream effects that being as he is in Georgia and most of them on zoom could be anywhere. Ok they showed some addresses and personal details from publicly available records . If so have they redacted all the printed evidence as well? Problem with that is that its all on the Georgian company registry.....

This is complete nonsense. Pre covid they did not show cases and no doubt that cosy under the carpet approach is what they all prefer. Its the land of the free after all.......pathetic.

Volt - agree with your view there.

LOG are in the money at these prices - as is anyone who has bought last 2 to 3 years including those institutions who were gifted shares at 10p in the restructure that heavily diluted the original PI holders as the shareprice rattled down from the 30's. Since then volume has been non existent. Fossil fuel negativity for some funds and institutions does not help. There is undoubtably an effect the large holdings by LOG (30%) and Lombard next largest holder have. Most shares are tight held now. It has at least moved closer to NAV but become stuck at this level.

It should resume the move north we all hope as we are now actually pretty close to first gas and start to close the NAV gap. Could the NAV be way out? Seems fairly conservative given asset location so seems unlikely.

The LOG connection has damaged the brand - as did the drop to let institutions in. Maybe institutions are waiting for them to want to offload but LOG have a price in mind - so its a bit of a standoff and wait. But with the CalE connection holding the interest in the assets that counters LOG reputation damage for me - so its become for me at least a steady, relatively safe value play. Harvey drill result though was problematic. Good numbers on that would have made a significant difference. The borderline commercial numbers hit future reserves and hence the long term numbers. The license round also did not bring in enough juicy future prospects so there is a bit of uncertainty about numbers further out hat does not help. They do need to address that future reserves question sooner rather than later.

Would be nice for a little shift up to recognise progress that has been made or more news on future plans to give it some help.

So am I right with this summary of the asset ? Close.

FRR defaulted on the Outrider loan secured through 100% shares of FRCC who own 100% of FRGC but the asset was "moved" from FRG to FRUS only the GG objected so the move wasn't ratified by GG who are the other party in the PSA (in FEGL 50% FRR and 50% GG ) so it didn't actually leave the ownership of FRR and so Outrider can claim the asset by holding the 100% shares in FRCC. Steve claims that GG didnt have the authority to block the transfer and so FRUS owned it only by the time of the transfer to FRUS - FRGC had also defaulted to Green capital who think they now own the 50% share in FEGL.

Question is did ZM plan both defaults with the aim of the new holding company being outside of US jurisdiction and is Green in anyway linked to ZM? That is the question the courts may have to sort out but not the current case - they can block him through a clause in his employment contract only.

Thoughts:
For me the GG need to be called to provide evidence. I agree - but they will view this as having been resolved in the international arbitration that found the FRUS transfer void. By the time FRR tried again they were not the owner of the FRGC shares so arguably had no standing. This seems to be Zaza main line in the current case.

Director fiduciary duties case:
ZM has broken all principles - maybe but that is not current case!

duty to act in the best interests of the company.
a duty to act within the powers conferred by the company's memorandum and articles of association.
a duty not to fetter one's own discretion.
a duty to avoid a conflict of interest, and.
a duty not to make unauthorised profit.

Musings:
What can the Judge do?
Decide that ZM deliberately manufactured a situation whereby his predetermined actions moved the asset outside of FRR and that is actions broke his employment terms and all Director fiduciary duties and were unlawful making him liable for the full market value of the asset plus historical value of the PSA to be awarded to Outrider circa $20Million and the balance to shareholders...only ZM can't pay.

Disqualify ZM as a director

Call upon evidence from the GG to clarify who is there partner in the PSA and who owns the license ?

Accept the transfer occurred and is now in the possession of Green however it was achieved by unlawful actions and demand it's returned to FRR who in turn remain in default of the Outrider loan; FRR were prevented from repaying the loan due to the subterfuge of ZM and will be given 6 months to repay the outstanding amount.

The way ZM picked a fight with GD makes me think he's not a popular person in Georgia and unlikely he will be assisted further and personally I think this would have entrenched opinion against him.

If Uncle Sam has any influence I think we stand a chance of getting the license back as there can be little doubt of the dubious nature of the shenanigans of ZM

I have to say I was taken in by ZM

Free

Well turning off the live stream at a time of travel restriction due to covid and then inviting people to turn up in person is just wrong. There is no direct relation between the feed and messaging on Facebook. You can carry on doing that without the feed. Guess she sees it as her only sanction but I would guess one or both parties also requested it.

It suits all parties here to switch it off. The case is an embarrassment to the US and all the parties involved. That's why they wanted this out of court and arbitrated in the first place.

Truth will out here. There is extra context in the talking but most aof the evidence is in the documents and alot of that we have seen before anyway.

The level of pain the parties in this case have inflicted on people I hope has not been lost on them. But I suspect they actually don't care if they did we would not have had 2.5 years of silence from the chairman and CEO. The comment you should not gamble more than afford to lose etc is obviously true but really unhelpful - I'm sure everyone regrets investing anything in this company now and those who have lost hard feel that pain very acutely. Directors should run companies exercising their fiduciary duties to protect shareholders. Investing should not be gambling. This case is showing a serious problem in corporate governance and regulation.

No. Surprisingly all the raises were before the " Green moves". One of the puzzles again in spite of the problems they did not raise after feb 2018 right up to the delist. The Green activity was Apr, July and Oct 2018. Not reported in 2017 full year as post year end event or 2018 H1 interims unaudited.

The incorrectly reported interest with Outrider however went through 2016 and 2017 full year audits by PWC and unaudited 2018 half year.

Njames - spot on that is exactly how I see it.

Apr 2021 FIT conclude the liquidation of FRGC – award FEGL shares to Green.
Therefore between Apr 2020 and Apr 2021 FRC not in control of FRGC. But FRR still had FRR US in Georgia as an entity but no interest in the PSA as GOGC had still not approved transfer – so per FRR with FRR US but per Georgians with GRGC controlled by FTI.

Note as at Apr 2019 Green claim has gone above FRR US and Outrider. Zaza signed the transfers and must have known by Apr 2019 they had failed to complete the Green oil contract. The FRR US transfer leaving 5% to Outrider and FTI would not have satisfied Green who by then could claim the PSA in full. We do not know what amounts were remitted by Green.