Possible EGM Required22 Mar 2018 13:03
Possible EGM Required
I think FG may have to convene an EGM before this year�s AGM.
Why do I think an EGM may be required?
At last year�s AGM, the special resolution, which was passed unanimously on a show of hands, gave the BOD the authority to allocate up to �500K of nominal capital. This in effect meant that FG had the authority to allocate up to 200 million shares up to and including this year�s AGM.
I calculate that since the last AGM 123,511,906 shares have been issued (26/01/18 58,333,334: 9/03/18 22,321,429: 16/03/18 42,857,143) This would only leave the BOD the authority to issue 76,488,094.
The BOD need to issue some shares in exchange for FG�s salary sacrifice of �30,000 and if this was issued at say the average of the 123,511,906 shares then it would convert at about �0.00705 but for this calculation I will use �0.007 so that works out at about 4,285,714. Then there is the second half of the UK Private Investor loan of Euro 250,000 that is still outstanding that could be converted (unless it is redeemed)) and if this second part of the loan was converted not at �0.01p but at �0.007 then there would have to be another 31,617,286 shares issued.
So when we issue shares to FG for salary and loan conversion a total of 35,903,000 shares would then reduce the amount available to the BOD to about 87,608,906 for future funding and converting some (not all) of the outstanding Eufingest loans. We took a small Euro 250,000 on 2/01/18 from Eufingest and this has to be repaid by 31/03/18. I believe this will be rolled over next week but it could potentially be converted at �0.01p. FG will not convert this loan at �0.01p when we are currently about �0.0075 but if it was converted at �0.01p then this would result in about another 22,321,429 shares being issued and then BOD only have about 65,287,477 shares left of the original 200 million, which I do not believe is sufficient to continue with debt buy-back (at discount) and to fund ongoing litigation unless .....
DYO thinking as to what FG needs funds for.
RKB
PS I would give my vote to FG if he wanted the authority to issue up to �2 million nominal capital as this would permit him to execute his plan for our company without any impediment and would allow Eufingest to convert most of their loans at some point in the future when the time is suitable for all stakeholders.