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This is a classic pump and dump scheme
Someone pushing up the share price and trying to fleece retail investors. This has been reported to the FCA (market.abuse@fca.org.uk) with instances of recent purchases. They will be on to the manipulators like a ton of bricks.
covgaz, I too received the same email. I would recommend writing to them threatening to complain to the FCA. I also called them with the same threat. If they reduce the term of my warrant, it is equivalent to stealing value from the warrant i.e. stealing from me. Not allowed!
contact them. it will help when they hear from multiple warrant holders
Ovets,
What are you saying exactly?
You are saying that just because this resolution had been present in previous AGMs and passed, it should also pass this time. Are you saying anything else? Do you have anything more to add to the discussion on the disapplication of shareholder preemption rights?
Thanks
Ovets & DEM,
That's exactly what I am saying - in no way, shape or form am I twisting/bending the truth. I am not implying or stating that this is something new and nasty. I am saying that resolution #8 is OLD & NASTY.
Just because it has been there previously, doesn't mean shareholders should accept it without thinking.
People, just think. Why would you accept something (resolution #8) that will mean a transfer of value from you to some new entrant shareholders? Why is it okay for shareholders to accept the risk of dilution - which is a very real risk btw given the very high chances of a capital raise in case of a non-favourable judgement in the OM arbitration case?
Call your brokers today and/or vote online if your broker allows it. If you don't want to be diluted:
Vote AGAINST resolution #8
Still waiting to hear any good arguments as to why shareholders should vote for resolution # 8 - disapplication of shareholder pre-emption rights.
The only thing that DEM and Ovets came up with is that it was there in previous years and passed. This infantile reasoning doesn't cut the mustard. Shareholders face the real possibility of a massively dilutive capital raise if the Ombrina Mare arbitration award doesn't go in our favour. This risk wasn't present in previous years, so no one looked at this particular resolution critically.
While I hope and expect a big payout from OM we have to be on guard against unreasonable dilution. I have explained previously how an open offer to all comers, old and new, will mean transfer of value from long-suffering current shareholders to new ones.
Vote AGAINST resolution #8
“It's not certain that we will raise more equity as we might have a good result on Ombrina. Having said that, should we go ahead with an equity raise, we fully intend to do so in a way which allows all existing shareholders to participate.”
"Allow to participate" is not the same as "allow to participate proportionately"
Voting Yes on resolution #8 allows management to allot shares from the capital raise to whoever they want. Shareholders in any company have pre-emption rights i.e. if the company wants to raise capital, the shareholders get first dibs. That way, you can maintain your proportionate stake in the company. This is because in a rights issue, the shares are ALWAYS sold at a discount to the prevailing price of the share. So, if anyone is allotted discounted shares without holding a proportionate number of shares in the company, it will lead to a transfer of value from current shareholders to incoming new shareholders or to any shareholder to gets allotted more shares than his proportionate existing shareholding.
By voting for resolution #8, shareholders will be giving up their pre-emption rights on a capital raise. That means management can allot shares in the capital raise to whoever they choose. Remember that these new shares will be priced at a discount to the prevailing share price.
Yes, in response to Sam's reply - yes you can participate, but you might receive 100 shares in the capital raise even if you hold 1 million shares whereas Sam's buddy who wasn't in the stock previously might get allotted 1 million shares in the capital raise. Since the new shares will necessarily be priced at a discount to the prevailing share price, this will mean a direct transfer of value from existing shareholders to new shareholders. And that is why this is an important resolution for shareholders to think about and vote on.
Vote NO to resolution #8
DEM,
As regards names, you are bull****ting. You know it and so do I. So let's leave it at that.
I am not ashamed of what I post here, so I don't feel that I need to hide my identity.
I am confident in the long-term prospects of crude oil and this company in particular and I am not selling my substantial stake in the company. I just don't want to be diluted and my value transferred to some new shareholder who cuts a sweetheart deal with Sam in an open offer.
Vote against resolution #8
All shareholders who are confident in the long-term prospects of the company need to vote against resolution 8
I expect a payout to Rockhopper from the OM arbitration case and hence no need for a capital raise. However, if the unthinkable does happen to pass, I am also ready to put more money in the company to help it stay alive. I just don't want to be diluted and the value of my shareholding transferred to some new shareholder.
I haven't yet voted. I intend to vote yes on all resolutions except #8. If management can convince me that I won't be shafted, I am willing to vote yes on resolution #8.
Ovets,
In my post, I had clearly written 'I will admit that I hadn't noticed this particular resolution put forward in past AGMs.'
Pray tell what part of that was unclear?
I hadn't seen this resolution previously but there is a distinct possibility of a capital raise happening this time vs previous times when I didn't give much of a chance to a capital raise. And I don't trust that management will not abuse this power and give new players a lot of shares cheaply. Basically, this will mean the transfer of value from current shareholders to the new shareholders who get to buy a stake in the company at a very cheap price. So, we will be implicitly funding the new shareholders. Clear?
DEM,
You had inadvertently (I suppose) used my real name (which is not readily apparent from my alias here) in your post 'He's Behind You !'. So, either you are working in Rocky, which is fine since I am in communication with Sam and have let him know my feelings on this topic. Or you worked with me in one of the funds previously so can recognise me from my alias. In either case, it will be good to know your real name and communicate directly rather than shooting at each other through aliases. Please DM.
Everyone,
I am not recommending voting against all resolutions in the AGM. Bringing the company down is not my intention given that I hold a lot of shares in it. However, I am in favour of continuing protection against dilution for the current shareholders. I don't like this blanket authority given to management to dilute current shareholders. Currently as resolution 8 is framed, there are very few constraints on management's authority to dilute shareholders.
Dear shareholders,
DEM, bogginbilly et al
1. As bogginbilly pointed out, the company is asking authorisation to issue 300 million new shares. They have asked permission to raise £3,056,547 in nominal share capital in resolution 7. Each share's nominal value is 1p. Therefore, they can issue 300 million new shares without asking permission from us shareholders.
Important thing to note is that they don't have to issue the shares at 1p. They might raise capital and issue new shares at 2p, or 5p or 8p - whatever price the market allows them to raise money at. However, irrespective of at what price they raise capital, the nominal value of each share remains 1p.
2. I don't agree with and can't understand the need for Resolution 8: Disapplication of statutory pre-emption rights.
I believe that the minimum that current shareholders should expect from management is for them to respect the bare minimum shareholder rights and not dilute them if current shareholders are willing to pay up for the rights issue to keep the company as a going concern. I have been a shareholder since 2016 and many of you might even be in this share from before. I JUST WANT RESPECT FOR MY RIGHT AS A SHAREHOLDER TO PROPORTIONATELY PARTICIPATE IN ANY CAPITAL RAISE SO AS TO KEEP MY INTEREST IN THE COMPANY AT THE SAME LEVEL.
3. DEM, just because a certain resolution was present in the past doesn't make it right.
I will admit that I hadn't noticed this particular resolution put forward in past AGMs. However, now that the OM arbitration award is imminent the possibility of a capital raise is staring us in the face. At such a juncture, I am NOT WILLING TO LET GO OF MY STATUTORY RIGHTS AS A SHAREHOLDER.
4. RKH Management should give the first right of refusal to shareholders in any capital raise. That will allow all current shareholders to retain their interest in the company.
If we give the right to Sam Moody et al to disapply shareholder pre-emption rights, how do I know that he is not going to allot new shares to his friends and family? How do I know that he is going to do justice to the long-suffering shareholder? Management's past actions have given me no comfort that they will behave fairly with shareholders. As I said, I only expect them to recognise the minimum of my rights as a shareholder to not be diluted without a chance to participate in the capital raise.
If there is any need for a capital raise in the future, RKH Management can rest assured that shareholders such as myself who have stuck with the company in spite of untoward developments in the past will continue to support the firm and will be willing to put additional money into the firm. But for that, they need to call another AGM and come back to us shareholders and not go allot shares willy nilly at a very low price to whoever they want.
I am going to vote AGAINST RESOLUTION 8. My appeal to all shareholders is to do the same.
THIS IS VERY IMPORTANT FOR CURRENT SHAREHOLDERS TO UNDERSTAND
RKH management is trying to get the authority to dilute shareholders by asking us to give up our preemption rights. If this resolution is passed, management can, within the next 1 year, be able to offer shares AT WHATEVER PRICES THEY DECIDE, to WHOEVER THEY DECIDE without offering it to shareholders first.
IF this resolution is PASSED, it WILL LEAD TO the DILUTION of current shareholders.
Hello everyone,
I have put up the AGM resolutions on the board so that everyone can see it. I am fully within my legal rights to do so.
I see that the company has made it difficult for shareholders to access AGM resolutions by not putting it on their website. This is not done. Management will lose faith if they try to do anything in an underhand manner where shareholders haven't been fully informed. Please put up the AGM resolutions on the RKH website.
Resolution 8: Disapplication of statutory pre-emption rights Resolution 8, which is proposed as a special resolution, relates to the authority to allot shares for cash without the requirement to comply with statutory pre-emption rights. The Company is seeking authority to allot an amount of the shares authorised for allotment under Resolution 7 above up to a maximum of 20 per cent of Rockhopper’s issued share capital as at 30 May 2022 on a non preemptive basis and without having to seek shareholder approval at a general meeting. The Directors believe that this level of authority is appropriate as the Company seeks to move its Sea Lion project towards Final Investment Decision. As the Company secures further
funding for Sea Lion, it will seek to reduce the amount of Ordinary Shares that can be issued for cash without recourse to Shareholders.
Special Resolutions
8. THAT, subject to the passing of resolution 7 above, the Directors be empowered pursuant to sections 570(1) and 573 of the Companies Act 2006 to:
(a) allot equity securities (as defined in section 560 of that Act) of the Company for cash pursuant to the authority conferred by resolution 7; and
(b) sell ordinary shares (as defined in section 560(1) of that Act) held by the Company as treasury shares for cash,
as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities for cash and the sale of treasury shares:
(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authority
conferred by resolution 7(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the Directors may deem necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any matter whatsoever; and
(ii) in the case of the authority conferred by resolution 7(a) (or in the case of any sale of treasury shares), and otherwise than pursuant to paragraph (i), up to an aggregate nominal amount of £916,964, and shall expire on 30 June 2023 or at the conclusion of the Company’s next Annual General Meeting whichever is earlier, save that, before such expiry, the Company may make any offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry, and the Directors may allot equity securities or sell treasury shares in pursuance of any such offer or agreement as if the power conferred hereby had not expired.
9. THAT the Company is generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of that Act) of any of its ordinary shares of 1p each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
(a) the maximum number of ordinary shares which may be purchased is 45,848,211 representing approximately ten per cent of the issued ordinary share capital as at 30 May 2022 (being the latest practicable date prior to the publication of this Notice);
(b) the minimum price that may be paid for each ordinary share is 1 pence which amount shall be exclusive of expenses, if any;
(c) the maximu
Ordinary Resolutions
1. THAT the Annual Report and Financial Statements for the year ended 31 December 2021, together with the reports of the Directors and the Auditor, be received.
2. THAT Alison Baker be re-elected as a Director of the Company.
3. THAT Keith Lough be re-elected as a Director of the Company.
4. THAT Samuel Moody be re-elected as a Director of the Company.
5. THAT John Summers be re-elected as a Director of the Company.
6. THAT BDO LLP be appointed as Auditor until the conclusion of the next general meeting at which accounts are laid
AND THAT the Directors be authorised to determine the Auditor’s remuneration.
7. THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551 of the
Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares:
(a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of that Act) of £1,528,273 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
(b) comprising equity securities (as defined in section 560 of that Act) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of that Act of £3,056,547 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with or pursuant to any offer by way of a rights issue in favour of holders of ordinary shares in proportion (as nearly as practicable), to the respective number of ordinary shares held by them on the record date for such allotment (and holders of any other class of equity securities entitled to participate therein or if the Directors consider it necessary as permitted by the rights of those securities), but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any matter whatsoever, such authorities to expire on 30 June 2023 or at the conclusion of the Company’s next Annual General Meeting whichever is earlier, save that, before such expiry, the Company may make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisations conferred hereby had not expired.
As someone had mentioned earlier, this is clearly someone trying to beat down the price for the day, so that they can accumulate at cheaper prices tomorrow. The VWAP is 5.54 but just one share traded at 5.20, so that's the closing price.
There should be a securities law against it. This is brokers trying to steal from the small shareholders.
Suresh,
That hasn't stopped management awarding themselves salaries of half a million quid + 20 staff to fetch water and carry bags for the top management. And yes, don't forget the nil cost options that the CEO and CFO have been awarding themselves - 1% of the company in the last award by the way.
And why shouldn't they? They have succeeded wildly haven't they? They deserve the big dog salaries and the stock options. Big success deserves big rewards.
Amazing wealth creation for the shareholders = amazing rewards for management (NOT for RKH)
For RKH, the formula is:
Amazing wealth loss for the shareholders = amazing rewards for management!
Get on the gravy train employees! We are arriving at the destination when they would have spent all the shareholders' money.
Shareholders, get ready for a capital raise for Captain Sam to take Rockhopper on to new shores.
Auson,
RKH expect to end the year with $25mn in cash with no producing assets and 20 ppl in their Welbeck st. offices doing f**kall. And they still manage to spend $6mn of cash in the first half on admin and misc. Surely needs a detailed explanation.
And yes, since the Egypt sale is going to be effective from 1 Jan 2019, they will lose all the revenues when the accounts are restated after the sale is finalised.
Only Sam could buy an asset for $12mn when the oil price in the 40s, sell the asset with oil price in the high 60s and make a loss on it. Bought for $12mn, sold for $11mn + shares and spent a lot of capex in the interim. Amazing deal!! By the way, they talk about enjoying free cash flow from Egypt - what have they spent in total in capex for that asset? I highly doubt a single penny was made by the decision to buy the asset even when the timing (oil price) was great. But mgmt judgement overshadowed even the low oil price. Great deal!
Amazing Sam - amazing foresight, judgement and deal-making ability. We have a super management in place.
And by the way, the new nincompoop Chairman thinks that was a great deal presenting it to the shareholders as if it was an incredibly profitable deal. How stupid do they think the shareholders are?? Really stunning, the lack of competence in management. Not just the lack of foresight but the lack of hindsight as well.
Amazing collection of idiots in the management of the company. No wonder it is in this state after finding a super large oil field.
Lots of oil + stupid management = shareholder losses
Does anyone have an idea what is the admin and misc expense of $5.8mn in 19H1? That number seems very high in comparison with the company opex (which is ridiculously high with 20 ppl on staff doing God knows what) and with historical spends under this amount.
what is Sam doing with the shareholders' money? Splurging while he still can??