Member Info for Wolveshaveeyes

Sorry, formatting when posted did not work well but you should be able to work it all out.

Wolves

Manabouttown, firstly I did not accuse you of anything.

I was hoping for a very measured informative response to my questions as you appear to know so much more than I do. I am willing to read, learn and make my own judgements on your comments. I'm sure that the majority of readers on this board would find my questions reasonable.

A breakdown of the past and present directors of W2T and their share ownership as per CS01 are:

Name Shares Shares Share Percentage of Directors of W2T and dates
31/10/ 26/06/ Change total W2T
2018 2019 shareholding
Hall John Michael 54000 54000 0 4.746872997 Active Director appt 9/11/2009
Heagren Paul 1500 1500 0 0.131857583 Previous Director 7/11/2012-3/5/2017
Jones Peter Terry 47500 47500 0 4.175490137 Active Director appt 6/9/2017, had also been a Director b between 4/12/2008-21/12/2015
Medlicott Steve 9000 9000 0 0.7911455 Previous Director 11/9/2013-28/1/2015
Riley Keith 2000 2000 0 0.175810111 Active Director appt 31/8/2011
Ryan David John 11560 11560 0 1.016182442 Previous Director 10/9/2016-1/2/2019
Thummukgool Piangkwan 82024 82024 0 7.210324273 Active Director 23/5/2013
White Adam 262986 229115 -33871 20.14036679 Previous Director appt 26/9/2008-18/1/2010
White Howard 45000 46222 1222 4.063147476 Active Director 27/4/2015 but had also been a Director b between 27/1/2012-22/12/2015
White Josh 172986 172986 0 15.20634393 Active Director 25/10/2017

There are two additional holdings that are potentially of interest to at least me:

White - Reyes Serena Eden 172986 172986 0 15.20634393
Yady Worldwide S.A 172987 172987 0 15.20643184

I will let you all add up the percentage of shares in W2T that may have some sort of connection.

You can draw your own conclusions, this information is available on the SC01's at Companies House.
If there are any errors it is a typo and not intentional.

Wolves

Stokey12, thank-you. I am about to send Dr Davies an email which I had previously sent to PHE last week. I did receive a reply to the person I sent it to but have been a bit slow following it up.

Wolves

Jabberba

It is Cameron Davies who I understand has been dealing with this takeover. I don't have his email address. Can anyone post it on the board so that everyone on here has the ability to raise any concerns they have. I would also suggest a cc to David Ryan.

Wolves

Operastar, I am sure that the BOD are being asked questions that they will need to address to justify the apparent takeover. This will be happening behind the scenes but they are limited to their responses regarding price sensitive information and the whole market. In other words there is a time and a place.

The use of this board though is about sharing information and thoughts. There are some very knowledgeable posters on this board, some of whom I have had the privilege of meeting at open days and AGM's. Whilst we will all have our own investment strategies and may not agree with each other on certain things, I am yet to meet any true investor in PHE who doesn't believe in the technology, that is why we are invested.

Individual investors will make up their own minds when the detail of the takeover becomes available, the important information is not available to us yet. If I judge that the takeover is not right for me, then I will make this clear to the BOD and certainly argue my case. I will post on this board why. Others will make there own decisions and will probably do the same, for or against. There are a number of share holders who are either invested in both W2T and PHE or have significant investments in one company but are also linked to the other. IMO these investors/individuals will have a big say on the outcome of this deal.

Wolves

BumbleB, post 8.07 a pragmatic approach without selling existing PHE shareholders short. I want a fair value based on all the information.

In most contract negotiations do both parties not start within a ball park area but with polar negotiation positions which then arrive at a compromise. My question is really, is the 40% W2T the starting position for negotiations or the best achievable?

Wolves

Jabberba I was referring specifically to that one post, nothing else. No offence intended.

Wolves

Jabberba, IMHO you are really underselling this technology with your post. This has the potential to be a truly disruptive technology. Once PHE becomes cash positive it may open up many opportunities that are currently not on most investors radar. This is the frustrating part for me, I am looking forward to the bun fight that I expect to ensue when that lightbulb moment occurs. I'm not just looking at profits and cash flows but also realistic and measurable environmental improvements. IMO PHE has really not been understood by the markets, yes there are risks but it is a tragedy that the c£7m wasn't available to get a working plant before now.

Wolves

Manabouttown I understand your thinking but I am of the opinion that W2T shareholders under this deal will receive a very large disproportionate percentage of the new combined company. How does W2T magically arrange the funding with this deal whilst being unable to secure the funding operating as a consultant to PHE?

Plant 1 will be the most important deal however the earning from plant 1 and then 2-11 will IMHO be insignificant to the contracts that could be negotiated by PHE after plant 1 is proven. In other words, the existing shareholders of W2T will be massively rewarded in perpetuity for arranging the funding streams for plant 1 and see it become successfully operational. Something that I thought they were being paid in PHE shares to do anyway.

My previous question is still relevant. Will Peel only complete the deal if W2T is taken over by PHE with a share split of the new combined company as 60%-40%?

I am of the opinion that a 80% PHE-20% W2T would be a far more appropriate position.

Wolves

Manabouttown, are you suggesting that Peel will only complete the deal if W2T is taken over by PHE?

Wolves

Operastar, I did not state it was murky. Published information yields lots of clues, as PI's we are responsible for our own investment decisions and research. The information may not be in a single place, it is knowing where to look, identifying what is important, and understanding the risks that can be associated with the options that may present themselves.
ATB
Wolves

Hi Kenny
Good to know you are still here and holding the fort. I'm not in contact with Andrew. AFRI is a company that I own shares in but have very little expectation of it ever being profitable based on past performance. I hope DL and his board will prove me wrong. I was unable to attend the meetings this year but intend to be a little more interested in AFRI during 2020. I know people who would jump at the chance of using authorised and licenced cannabis to reduce pain levels. The market is there but so are the number of existing international players willing to supply. I was more comfortable with the original company objectives but sometimes we have to adapt to changing circumstances.

I learned a valuable lesson with AFRI G and its subsidiary and will avoid shares in companies where the transfer pricing is not clear and visible. I will also be extremely interested going forward as to the profitability of those businesses that have previously had links with AFRI G. It may be a little challenging getting to the detail of the private companies though.

Please carry on posting

Wolves

Operastar, have a look in more detail regarding the W2T Confirmation Statements (CS01) for the 31/10/2018 and the 26/06/2019. These have been submitted to Companies House. I suggest that maybe you match the two and reconcile the share movements between the two dates. In summary 1,466,029 (OB) - 340500 (AFC)+12062 (New shares issued) + 0 (I have taken the transfers of shares from Adam White to two other shareholders both easily identifiable on the form)= 1,137,591 (no of shares closing).

Having now identified the number of shares in W2T it is possible to identify the number of shares held by a surname. An example may be Whyte or contain the word Whyte. Therefore if there are 4 shareholders with the name of Whyte. At the 26/06/2019 the CS01 form may have indicated holdings of +229,115+46,222+172,986+172,986 giving a total number of shares of 621,309. An additional number of shares may also be relevant depending on the ownership of YADj who may own a further 172,987 shares in W2T(DYOR). If for any reason these ? 5 shareholdings were to be combined then they would own just under 70% of the current number of shares in W2T. I am not implying or have any knowledge that they are working as one or separately, I am just looking at possibilities.
Taking this hypothetical example forward, if the shareholders of W2T were to own 40% of any new company then the 4 Whytes and YADj would own a combined total of c.70% x 40%=c.28% of the new company. This does not however include any of the shares that they may hold in PHE direct or through a nominee company which will have to be added to the combined company total using a multiplier of 60%. giving c.3% of the current shares issued in PHE.

Whilst I have no idea as to how individuals or groups of individuals are investing and controlling their investments, as a PI I require the relationships between key investors to be transparent to ensure that the 30% isn't breached or if it is then that should be common knowledge pre merger and the appropriate actions taken.

I will be watching this play out with considerable interest and if any takeover is to take place then the PHE board will need to convince me of its merits and that PHE shareholders are getting real value for money with this announced deal.

Wolves

The transparency of this will be extremely important. Who owns shares in both PHE & W2T? What assets do W2T actually have? Can existing contracts be terminated and if so what are the implications. Has the contractual relationship between W2T & PHE been changed without disclosure? Will Peel still underwrite the project or any part of the project if this doesn't go ahead. How has W2T been valued? How much of it is goodwill. Will PHE shareholders be further devalued after any takeover? Will PHE & W2T still be able to operate as going concerns. How will the combined entity actually be any more successful in raising funding without significant additional dilution of the share value whether real or perceived? Who is pushing this, the shareholders that have a leg in both companies or the management of PHE?

These are questions that need to be answered. These are questions that I need answers to before I make a decision as to if this is the best option? What if any alternatives exist?

Just my thoughts

Wolves

Hi Kenny

I still enjoy your posts on this and other company boards. Please continue.

I don't look at AFRI too often, I haven't weeded this from my portfolio but have just relegated it to a slow burn and try not to get too over excited at its potential. Maybe I'm just a bit laid back with this one.

In all seriousness PHE is the one company that really interests me on all levels (this is not to be taken as a plug), AFRI may surprise me still but I wont hold my breath and I currently have little in the way of expectations that the BOD will turn this around.

Wolves

Thanks Guy's for your responses and info links.

I have always considered that Peel was to provide the land and the £100k per site towards planning and permitting. When this was first muted and having the benefit of Kenny's link, I consider that at that time PHE preferred option was looking to provide a one stop solution, 'PHE will Build, Own, Operate the DMG® facilities'.

Whilst this may have been the initial intention, times have probably changed and PHE may have found it too difficult to raise the funding necessary for this to happen without significant dilution of existing shareholder funds. If correct, this may have triggered a need to move to a plan B which could be 'Active interest in licensing by multiple firms worldwide'.

So, in the UK and making an assumption it is Peel's Land could plants 1 to 10 be
a) 100% funded by Peel
b) %Peel +%W2T
c) %Peel + %W2T + %WM company(s)
d) %Peel + %WM company
e) A combination of the above
f) None of the above

On the assumption that maybe plant 1 with options 2-10 are already spoken for, that may therefore leave the Large WM Companies fighting to secure 2nd contract (plant 11 with options position). IMHO the demand and ability to fulfil supply as raised in one of my previous posts may still apply, just a little bit further down the chain. For me this is a very interesting risk = reward scenario.

Your continued views and any corrections to my assumptions will still be much appreciated.

Wolves

Stokey12

I am aware of the breakdown that DR provided to your question at the AGM. My point is that IMHO PHE is unlikely to be able to satisfy the demand once the scaled up plant has been commercially proven. For this reason PHE may have to prioritise which customer(s) orders will be fulfilled first.

If I was negotiating a contract for the first plant then I would insist on having priority options for as many subsequent plant that my company could reasonably operate (risk=reward). This pushes the remaining interested parties to further down the queue.

Based on this, the company that takes the risk of a successful first plant may then be able to obtain a competitive advantage in negotiating subsequent waste disposal contracts with councils as they would be obtaining income streams not readily available to their competitors (at that time).

IMHO £7m is a fairly small amount of money for a large WM company to invest whilst the potential reward by negotiating priority options on additional operational plants could be massive.

Now taking this line of thinking one stage further, maybe strategically having a reasonable stake in PHE shares provides corporate opportunities and influence.

Whilst I acknowledge that the share price may only increase significantly once the new plant has been proven, alternatively, there may be a bigger picture which the larger WM companies may need to factor in. Can they afford to dither? What will happen to their business model if a competitor company takes the initial investment risk and is successful with some form of tie in agreement?

The above is what I was trying to find out other board members opinions on. Is this reasonable, where are the flaws in my thinking?

Wolves

Whilst I view this as a further opportunity to buy, I can understand why others may be disappointed in the current downward direction.

What fascinates me though is the fact that the larger WM companies have not taken a share holding position that is reportable. Will they have missed the boat when the plant is commercially proven? Which company(s) will find themselves at the front of the queue with installation and manufacturing agreements and which companies will be limited by the bottleneck that may result from a possible limitation of resources relating to planning, technology and manufacturing (of plant) and will become less competitive compared to their rivals.

Could Councils take the majority of WM contracts back in-house leaving the WM companies out in the cold? A redistribution of profits back into the communities they serve?

My question is, have the large WM companies fully factored in all the risks to their business by not being the first to negotiate the trial and installation of PHE's commercial plant and any agreement to include a pipeline of additional installations? What advantage/influence would a reportable shareholding by a large WM Company in PHE provide to the WM Company? Fellow board users thoughts would be appreciated.

Wolves

Longterm74

I agree with your post at 13.45. it reflects my understanding of what DR said at the AGM. One item he confirmed was that the plant side of things would be modular but not containerised. Small point but one of importance regarding set-up.

Wolves

Stokey12 - Thank-you for your write up of the AGM. A reasonable summary in my opinion.

The one word I think applies to the current Board is 'Focussed'. There appears to be a tightening up of finances, a more realistic understanding of timescales and I am very happy with the dedication of the Directors and the team they have assembled to ensure this company is successful. The Financial Statements for 2018 indicate that a significant proportion of the current Directors renumeration was taken as share based payments. My take on this is that they have confidence in what they are doing and going to achieve.

This was my third Powerhouse Energy plc AGM. IMO it was the best yet. I was particularly interested when DR mentioned 'Risks' and how the risks register only had a few risks still in the Red.

I was behind HW & PW and I did not notice any exchange between the two that I thought was out of place. I was focussed on the presentation though!

The Directors and the PHE team are all very approachable and will answer most questions reasonably openly. I am looking forward to next years AGM and any 'Open Day' prior to that. I'm looking for a positive stream of information being issued by PHE and W2T during 2019 onwards starting with the initial plants planning application.

This is not intended as a 'ramp' of the company, it is just my take on it. I am invested for the long term, not for short term share fluctuations but for the real potential that this company can offer.

Wolves