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Gents
Thank you for the replies and support. Tomorrow i have a telephone consultation with a corporate law solicitor booked for 2:15pm just for a bit of legal guidance and make sure of the facts.
Ortus - appreciate the sentiment, but i have enough on with mu own co. thanks!
Neil
Aidan31/Twenty-four
re the cost.... had the BOD acted in accordance with the rules, then those costs would have been accrued anyway.
It would be an AGM in this instance, not an EGM
It is more a point of reminding them, that we are aware that they are not complying with legal requirements, and we know that we have the right to do something about it.
It is a normal requirement of an AGM to re-elect directors amongst other things. Don;t know about you, but i haven't been able to cast a vote on that basis!
It is more of a worry that they feel they can just flout these rules, let alone let us know what is going on.
Neil
THIS IS A TENTATIVE ENQUIRY ONLY AT THIS STAGE
Knowing that the BOD are aware of the comments on this forum......
In the event that i do not receive a satisfactory response from the BOD of BOULD OPPORTUNITIES /IFC to my email of the 6th December 2010, would any members be interested in forcing an AGM by virtue of the requirement under section 303 of the Companies Act 2006?
This section allows for the shareholders holding 5% or more of the shares in issue to be able to demand an AGM. You do not have to give me your names, just a simple yes will do to see if there is the appetite to take on this action.
Neil
No problem Bermondsey.
Having my own company helps, as i need to be squeaky clean (and being like a dog with a bone when i get into something is a bonus)
Tra1, there is very specific reason that i sent that email to Tim.
Anyone else notice that our billionaire shareholder can't submit his returns on time, but has the time to register yet another company? (Harbour Green Resources Development Holdings 26/11/20)
Neil
Hi Bermondsey,
Not in the strictest sense no, as we are de-listed at present, but looking to return to a publicly traded market. But any company whether publicly listed or a private company are required to abide by the rules.
In our case, then there was a reform of the Act (fairly recently - about 2 years or so if memory serves) that removes the requirement of private limited companies to have an AGM unless it is expressly written into the companies Articles of Association. As there are members of the general public (us) shareholders in this company, then in my mind, the status remains the same as a listed company. Just that we can't trade the shares at the minute.
Neil
Talking of an AGM.....
I emailed the following on Sunday evening, and awaiting a reply.
Hi Tim
I wonder if the BOD would advise on the following query.
I believe i am correct in my interpretation
In accordance with requirements of Section 336 (1) of the Companies Act 2006, a public company is required to hold an AGM:
Within 6 months beginning with the day following it's accounting reference date.
At least once every calendar year
At the latest, within 15 months of the preceding AGM.
As far as i can determine, the last AGM was held on the 8th August 2019, in which case, all dates given, have been exceeded.
Can the BOD/You confirm this is correct, and if so, what steps will be made to correct this failure?
Best regards
Neil
I also note that Bou's biggest shareholder failed (yet again) to submit the accounts for one of his companies (Coeur Gold Holdings) to Companies House on time. Looking forward to seeing them.
Neil
MarcoOiler
I think you may have misunderstood my comment on the target co. I am not implying that they "don't care to sort something out".
What i meant was, that i understand that they are being held back because certain things have to happen as part of regulatory process by different entities. Until that regulatory process has been achieved, they themselves cannot progress their next step. Until that next step has been completed, then our BOD and the target BOD's hands are tied, and neither party can complete the transaction.
I am confident that at some point, these stages will be overcome, and this WILL reach a conclusion in our favour.
As others have said, regulatory bodies are not the easiest bodies to deal with. Even in my own company, you would not believe the hoops we have to jump through for what on the surface seem to be reasonably simple issues. The slightest query or ambiguity in a contract for example, has to pass back to the relevant department, who will then possibly ask for technical opinion, or legal counsel, before being answered. And these are relatively simple contractual transactions.
Just imagine the complexities involved when 2 companies are attempting to merge, satisfy all the regulatory bodies involved, deal with the issuance of a shares allocation, agree on the wording and legal provisions of a prospectus, and list on a publicly traded market!
I will share with you, that this year, twice my company was given contracts both from big, blue chip, public companies. I was getting me so annoyed over the repeated changes, requests for contract amendments, terms, timescale changes, provision of contract specific paperwork etc,etc, that i finally had enough, and refused the contract, and told my customers where to stick it. (told you i was not known for my tact and diplomacy skills!)
If that's the effect on me, how do you think our /the target BOD's are feeling?
Neil
Hi MarcoOiler
I believe that our BOD have done their bit. They are waiting on an action from the target. Something that was supposed to have been sorted out before now, has not yet been completed. This has had a knock on effect on a further part of the process, and has prevented us from progressing on our part to completion. It's not been "minor" issues but quite complex ones. I believe it will be sorted at some point. (not putting any dates on anything now)
In response to Rooblertwo's comment, that is completely incorrect. Can't say why though, sorry.
Neil
Hendi2
Not sure what you mean "returned to the shares register"
BOU have not released the name of the target Co. Therefore the number of shares that will be in issue on completion, is not known.
The only time that will be known is upon publication of the prospectus/admission document.
Neil
Gents,
I can confirm that Allan Syms is aware of the email i sent, it's content, and it has been been acknowledged.
All i would say is, as has been previously advised, the process is being progressed. Factors outside of the BOD's control are having a negative effect in terms of timescales, but it is progressing.
As frustrating as the delays are, I would respectfully suggest that we let them get on with it, and not get drawn into abusive messages. Humble pie never did taste good.!
Neil
Tra1
Sorry, wasn't inferring that. What i meant was, if we were confident earlier in the year that all was well and progressing, then Covid came along and screwed things up, and then other issues like the target company not doing their bit, or holding out for a better deal (in terms of share allocation/ etc in the new co.) or an issue over the prospectus, and then lockdown 2, then there wasn't really a point in the last 15 months in which to start over.
Neil
Afternoon all,
No, i have had no response either from Allan Syms, the rest of the board, or Tim (2 seperate messages) Nor have i had any acknowledgement that my email has been seen by the BOD.
IF i do get any response, i will advise what i can.
Tra1, given that this process is so far down the line, i don't think it would be prudent to even consider an alternative because of a delay. It would mean a lot of wasted time, effort, and money, not to mention having to start right from square one, and look at a target that wasn't even our preferred option.
Fingers crossed there is a reason i'm not receiving any responses!
Neil
Rooblertwo,
As promised, i donated as below. Some of the links have been removed, hence the gaps.
As much as we are frustrated with BOU, there are people out there in much worse situations than us, and in particular, these kids out there that will never even live to be able to be in our position.
----- Original Message -----
From: Shirley Bird
To:
Sent: Monday, November 09, 2020 8:11 PM
Subject: Make-A-Wish UK: THANK YOU SO MUCH!
Hi Neil,
Thank you so much for your incredible generosity in the wonderful donation you have made today to help wishes come true. It has been a particularly challenging year for fundraising and with nearly 2,000 wishes waiting your donation of £5,000 will make a massive difference in helping to create precious memories, like George’s wish to go tobogganing: http://bit.ly/GeorgesWishVideo
THANK YOU so much on behalf of all our wish children and their families. You really are a #SUPERHERO by helping to grant wishes.
This year we are celebrating a 40 year relationship with Disney. It is a fantastic celebration of the support given to us by Disney over the years in granting more than 140,00 wishes. There is a wonderful video on the following link with a Xmas message and the ability to purchase a vintage Mickey: https://www.make-a-wish.org.uk/disney-helps-grant-wishes-across-the-world/ I hope you enjoy watching
There will be an official thank you in the post for you tomorrow. Stay safe and well.
Warmest wishes,
A picture containing clock, man Description automatically generated
Shirley Bird - DD: 0118 304 2761
Supporter Experience Team
Make-A-Wish® UK
Please note our new address: Make-A-Wish Foundation® UK, Seventh Floor, Thames Tower, Station Road, Reading, Berkshire RG1 1LX
Charity Registration Nos. (England & Wales) 295672 / (Scotland) SC037479
situation for what, some 18 months, and having lost the use of the money invested, (and lost opportunities to realise profits in other companies as a result) i think that at the very least, we shareholders deserve a bit of respect, and some communication from the board.
Even something as simple as "we are pleased to advise our shareholders that progress is continuing on the aquisition of the target" would at least give us something.
As it is, you are leaving the very people that this company depend on, in the dark, and fearing the worst.
I look forward to your reply
Yours sincerely
Neil
Well it is exactly 7 days since i sent my email to the BOD. As at this point in time, i have had no response. Furthermore, people that normally respond to text messages and personal calls are not responding. Make of that what you will.
Below is the email i sent. hope it copies okay:
Hi Tim,
This email is not directed at you personally, but at the board of directors via yourself in your capacity as Bould Opportunities advisor.
I hope this will be seen, and responded to, by Allan Syms as Chairman of the company, and not mere passed back to your good self for a standard reply.
I am not known for my tact and diplomacy skills, so i hope you will bear with me.
Dear Mr Symms,
As a shareholder in Bould opportunities with a reasonably large holding, (well into the tens of millions of shares) i feel i must write and convey my feelings regarding the perceived treatment of shareholders regarding the status of the company.
I, and other shareholders feel badly let down, indeed disrespected by the board in respect of the level of communication (non existant) from you. Whilst i recognise that you and your investor relations advisors will be restricted as to the content of any communication, this does not preclude you from making some statement, rather than no statement at all.
Your previous RNS /announcements have included the statements " I look forward to providing further updates in due course", since which we have had no further updates.
In fact, the only communication you have had with your shareholders has been dictated by a requirement in company law.
i.e. we have only had "communication" by way of publication of accounts, and by announcement that we are de-listed!
Moreover, i am of the opinion that you are not in compliance with corporate governance in respect of:
Principle 2. Seek to understand and meet shareholder needs and expectations.
The Board believes that regular shareholder contact is less applicable as with a regularly trading company. Contact is capable of being maintained with the Company’s larger shareholders.
The Board as a whole have responsibility for ensuring that a satisfactory dialogue with Shareholders occurs, which the Board believes is the case.
I would respectively disagree that you have met these objectives, given there has effectively been no dialogue with us, the people who pay your salaries.
Principle 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success.
Maintaining an up-to-date website
Maintaining relations via meetings and other general communications
The only communications have been those required by law.
Principle 10 Communicate how the Company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.
Only communicating twice by way of an add on comment to legally required announcements is hardly maintaining a dialogue.
Having been in this
Rooblertwo
If my maths are correct, the 8th December would make 20 months.
RE my post 16/09/20@07:49,
I said that if we had not relisted "in say a couple of months" then i would make a donation to Make a Wish organisation, (for children with life limiting illnesses, and who may not even see this Christmas), which would be equal to the sum of your entire holding in BOU.
I am a man of my word and so on Monday, i will make a payment to them. I believe that your holding equates to the amount of £3,452.47 I will round it up to £5,000.00
Neil
RMR1969
Agree. The fact that the accounts show expenditure of £275k on "proposed transaction expenses" means that something is happening. It's not a case of nothing happening, or that a target is being sought, a target HAS been identified, and the BOD are working hard to progress the proposed transaction to COMPLETION.
I am awaiting a response to my concerns raised on Tuesday evening, and if and when i receive anything, i will post further.
Neil