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Fantastic news - get well soon

Evening Mole - good question. A derivative action permits a minority shareholder, as representative of all of the other shareholders, to institute proceedings on behalf of the Company. Gut reaction (in the Uk) is as a shareholder you would probably need to add yourself to the proceedings to get a right of audience. The live feed would not have been turned off in England & Wales - transparency is the default unless there are children involved, national secrets or something extremely sensitive like that. Giving in to those who disrupt the legal system is madness.

I totally agree Njames. One of the documents with the address was a public document so how can you possibly turn the stream off. Zaza playing the victim is the ultimate kick in the teeth. This has played right into his hands and his team have taken full advantage of it.

What's the bet that the threat was made to ZM and they will take full advantage of this.

I think you are right on the cultural point about cousins and uncles Njames - it's common in my culture too. The relationship hasn't been nailed but there are enough fishy bits about the transaction that cause alarm bells - the apparent absence of board approval, the security charge, the poor drafting of the contract, the friendship between Zaza and and Otar together with the lack of expertise, the manner in which it was the transfer was rushed through the courts, the waiving of the appeal. It builds a picture when put together with the blatant breacth of the restrictive covenant. The breach of the restrictive covenant is a slam dunk in my view. Zaza admitted it (twice). It's the assignment that we have to worry about.

The Cayman proceedings and the liquidation won't be reversed by this judgment and yes the GG will not be obliged to complete the assignment (although query if approval is needed if finances and technicals are satisfied) but if the court says that the PSA permitted the assignment then that is a positive judgment in our favour. It had always puzzled me why we are seeking a judgment in the USA against a Georgian entity with an asset based in Georgia. The answer to that was provided by the judge on the TRO when counsel convinced him that a TRO still had an impact In a foreign jurisdiction. There is also the probability that if zaza is selling oil and gas to any companies with a presence in the US (or a country which would enforce a US interim judgement) the injunction would bite on those companies and so that would hurt him financially. Although Zaza submitted to the US jurisdiction through arguably a mistake he is astute enough to know whether it is in his interests to stay and defend it and clearly it is in this case and you don't hire Orrick if the case doesn't have serious implications for you.

Whatever the outcome here a positive result would be a boost but the kingmakers remain the GG. FTI know it as shown in there order and so do Green and Uniserve. The irony is that the intra company assignement provisions in the PSA put FRC at an advantage although it doesn't feel like that.

Thank you Pyro - your help is greatly appreciated

Thanks Star/All for the efforts in getting the recording. I am truly grateful.

The reason for asking for the recording of the last shareholder presentation given by Zaza and also attended by Levan on 4 October 2018 was that I did recall the issue of assignment of the asset being discussed in the even that there was a deal and two propositions were put forward. One where there was an external contractor farming in to FRR property where they are assigned a percentage of the company, approval of the GG is needed and another where there was in effect a joint operating agreement. I wanted to check if there was any mention of approval being needed for an intra company assignment. At 36.55 Zaza discusses the second option of a joint operating agreement being signed and says “In the second case there is another option If we sign the joint operating agreement in that case we don’t even need any approval of the government, so we sign the deal amongst us and go forward, it’s not an issue”.

Given that the judge has taken a keen interest in this issue and it will form an integral part of her decision I just wanted to check the approval point of the GG but the lack of approval needed for the joint operating model is a different point to an intra company assignment.

Hi All. I was hoping someone may be able to help. I'm looking for a recording of ZM at the last shareholder presentation when answering the question about assignment. I've found the question but the video clip below cuts off bedore ZM gives his answer to the second part which is the key part. If anyone has the recording pleas can you post it as I think it is very relevant to zaza saying an internal transfer is not needed.

https://m.youtube.com/watch?v=Vh_uDeLhPx0&list=PLUP0yqGI3U-9KfeB940TFPSQP5Jomi5MJ&index=6

That'll be his or sons home address. It's public record in Georgia which we accessed before so not sure why we need to come off air

Le an is ZMs brother in law!!! Geez!!

How big is his salary - should have been back up by now!!!!

The additional argument I would use if I was defence counsel would be that the force majeure currently exercised by FRC also means there is nothing to compete against (although that is slightly more tenuous and very much a secondary argument).

Fantastic job Looed - credibility shot down early on. He is rattled. I don't think there is any doubt he is in breach of his employment contract. It's just whether there is anything to compete against.

Oh dear ZM

Great summary Njames which kindly addresses Star and Moles questions.

Mole - the judge can criticise both parties but there has to be a decision on the injunction one way or the other. It either continues to stand or it falls. Our previous legal woes and non disclosure in the Cayman action as well as the US proceedings where Taylor English received a costs order and censure does nothing to help us with this injunction (even tho ZM was equally culpable).

As I said in an earlier post today there are a couple of comments made by the judge that have given me cause for concern. She has focussed on who had the last word with the assignment and the abscence of any authorisation of the assignment. My own view is that no such authorisation is necessary if the financials and technicals are in place but again the judge doesn't seem convinced that the defect with the financials and technicals was cured post the Arbitration.

She also doesn't seem too convinced by the argument that the notice suspending termination applies to the assignment as well. If there is no assignement there is no asset and nothing to compete against and GC doesn't even come into the equation. If the ruling is that the assignment is valid that does impact on the Cayman and Arbitration rulings. The judge granting the TRO said the assignment was valid. FRRs position on the Cayman action in all this is that it is irrelevant as the asset resides in FRUS which is not subject to any type of liquidation. I honestly think it is too close to call.

It will be interesting to see ZM - I've seen him at pretty much all the shareholder meetings and he does come across well. He should have some tough questions to answer and it is the documents that will be the key to showing any dishonesty. I'd like Ballad to,do the cross as he seems a bit more ferocious.

The live feed being taken off yesterday at the point Ms Frost was going to demonstrate SN/Board knowledge of the GC contract intrigues me – why? Confidential information? Something they don’t want shareholders to know? I don’t know but it smells. On re-examination, Laura took SN back to the GC contract to confirm that as of the date of the contract in April 2018 he didn’t know about it. Suggests that what was said in that closed session was that he was aware of it after at some point.

I think the assignment point is going to be crucial here. The judge has latched on to it and if she concludes no assignment then it is unlikely there will be a permanent injunction. She focused on it on day 1 and was keen to know who had the last say. She seems to be leaning towards no proper assignment ever being authorised. The legal reality is that it doesn’t matter SO LONG AS the financials and technical were provided to meet clause 27.3 it doesn’t matter who had the last word as no permission was needed. The judge who granted the TRO saw that. I hope she does but I’m a long way from being sure on that.

The assignment point is not going well at the moment based on the judges comments. If and it is a big IF that they remedied the technical and financial defects then the PSC is clear but the judge is having trouble with FRUS being acknowledged anywhere or the financials and technicals being remedied.

That was outrageous that they took the Boards knowledge of the GC contract off the record - that was crucial for shareholders. That would not have been allowed to happen here. I am fuming

FRRs recent legal history is one of woe and there is,no doubt about that and Frost is making the most,of the non disclosure on the injunction and that is landing. It's not great for SN as this is also injunctive relief. What she seems to forget is ZM is equally culpable and I hope our counsel makes that point