Murky world of DS et al12 Jul 2019 08:50
'The Company has spent approximately £580,000 on the Proposed Acquisition, of which a majority is estimated to relate to the process of a reverse takeover, which would have been required as set out above. These costs in particular would be of no use to any other party.'
David Sefton and James Berwick, directors of AAOG, proposed to the board of the Company that they should incorporate a special purpose vehicle ("the SPV") to move forward with the Proposed Acquisition at their own cost. The directors recognised that it would not be appropriate for David Sefton and James Berwick to participate in the board's decision to approve this. The independent directors approved the pursuit of the Proposed Acquisition by the SPV on the basis that the board saw an opportunity to recoup some of the costs incurred in pursuing the Proposed Acquisition and to continue to monitor the asset.
It was therefore agreed at a board meeting on 5 March 2019 that any costs which the Company had incurred in relation to the Potential Acquisition prior to the beginning of March would be reimbursed by the SPV in due course if the Proposed Acquisition completed. It was also agreed that management would present to the board any opportunities for cost-sharing between AAOG and the SPV. No legally binding agreement has been entered into between AAOG and the SPV in this regard and as such there is no guarantee that the Company will be reimbursed at all by the SPV or any other party, even if the SPV completes the Proposed Acquisition, and there will be no legal remedy for AAOG.'
People can draw their own conclusions from this narrative.
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