Member Info for Wolveshaveeyes

Is this a case of sitting on your suitcase in the terminal, ticket ready in hand but watching the plane to Monaco already taking off from the runway? Time will tell but I'm glad I'm already flying on PHE's journey. If you manage to bag them at 0.05 then I hope that you can enjoy the journey PHE and W2T are travelling on.
As always DYOR

Wolves

I have spoken to David Ryan several times over the last few years regarding PHE. I haven't watched the video you refer to but I share your view on him and PHE's future. In my opinion things are coming together, maybe a little slower than I had originally hoped but for me the direction of travel is still positive.and I am looking forward to the future.

DYOR

Wolves

Looking forward to W2T presenting at this event. I hope that this will generate the traction that I believe both W2T and PHE deserve. Also hoping that any W2T presentation is then added to their website.

To provide an understanding regarding the nature of the event I found this link regarding 2018.:

http://www.cleanequitymonaco.com/_uploads/pressreleases/2018%20CleanEquity%20Monaco%202018%20Opening%20Press%20Release_EN.pdf

Hi Telephoneman

Not received, please resend.

Thanks

Wolves

Hi Stumbler

It was a shame you missed the AGM. Next year maybe?

Wolves

Part 3

The BOD were asked why they had purchased only a limited number of shares to date. It was also stated to them that not appearing to have skin in the game could be viewed in a negative way. The response was that the BOD had shown their commitment by having taken reduced salaries, even no salary/minimal payments and that it should not be assumed that personal circumstances would enable them to take such a stake. Also they did have the ‘share options’. The BOD appeared to take the comment about skin in the game seriously and At a personal level I hope this results in a more visible support of the company and its technology. I do not say this to detract from their efforts and commitment to date.

I have read the comments by various individuals on this board since I began my summary of the AGM. Whilst I was a little disappointed to learn about the delays, it has not changed my view towards the BOD or the company. I am happy to wait and have no intention of selling my shareholding. I look forward to the news of third party verification and then the news flow thereafter.

Flow77 post 20:22 is spot on.

As always DYOR

Wolves

Part 2

6. A question was asked about the share placing in April that was over subscribed and was pared back. The question was, why did the company not increase the shares issued so it didn’t require a further placing. KA said that in hind-sight it had been a mistake.
7. Another question was whether the company needed additional cash for general operations, the response was along the lines that the company had investors willing to invest, so that wasn’t the problem, it was more about ensuing value for money regarding the existing shareholders. My opinion on this was that there are investors that are willing to invest via a placing but only at a lower share price than the .5p nominal value. KA wants to minimise the dilution of existing shareholder value.
8. It was stated that PHE are now pursuing various Grant applications.
9. It was confirmed that the electricity being produced from the G3 to the micro grid was via a gas generator not the AFC product.
10. The AFC plant has not been delivered as there is currently no need. Although the G3 is capable of producing hydrogen that can be processed to the required 99.99% purity, ( A target that has been achieve off site with samples taken from the G3) It does not make economic sense to take delivery from AFC at the current time.
11. The standard of the RNS’s was raised and it was suggested that they improve them and that the nature and quality of them was letting the company and current investors down. This was acknowledged by Keith and that going forward these would be improved.

I will write some more tonight, sorry for the delay.

Wolves

Part 1
I can’t provide a full summary of the AGM as I missed the first 10-15 minutes due to transport issues. I can confirm that the AGM session was concluded just as I arrived, but Keith Allaun then proceeded to read the statement that had been included in the RNS. A question and answer session was held afterwards and I give Keith and his team credit in answering all the questions put to them, some of which were maybe a little uncomfortable to answer given the delay indicated in the RNS.
My summary provided below is from memory and therefore should be viewed with the caveat that it is only my take on things and should not be taken as investment advice as it may contain unintentional inaccuracies or interpretation as per my understanding of what was discussed.
1. The Engineering design work for the new 25tpd UHT has now been completed. The amount of work necessary to complete had been underestimated.
2. David Ryan is beginning the paper based risk assessment review process on the 25tpd unit for compliance and to ensure the mitigation of risks. This is crucial for procurement funding, planning and any permitting.
3. In reviewing the supply line of some of the components to be included in the 25tpd system it has been identified that there is currently an increased lead time of up to 18 weeks.
4. The Third Party validation of the G3 and its’ out-puts are in progress and it is expected that this will be completed within a couple more months, I expect this to mean October 2018. A successful validation of the system and outputs is crucial for discussions with investors and potential customers.
5. The Directors were pressed regarding why the time lines for first commercial unit had been extended into 2019. The response was that it was proving difficult to get companies to commit to paying and commissioning the first 25tpd unit. However once commercialisation was proven with first large unit then Keith had many companies who would wish to commit. The BOD were asked if they had considered other models to achieve the first commercial plant by considering if the first plant could be funded by a joint venture with a consortium of potential customers each paying a proportion of the capital cost to share the risk. The BOD will consider this and whether it is a valid option.

Newboy

I'll post an update on the AGM tomorrow as I've only just got home and have a few other priorities.

Wokves

I am therefore not concerned about the passing of the 2017 AGM resolutions as in my opinion these were right for the company. My concern is that the 2018 AGM is proposing up to a further 35% £2713292 of nominal shares to be allocated on a non rights basis. Whilst I understand that there is a potential contractual need to issue shares on a non rights basis, I am concerned at the value being requested.

I'm happy to be corrected in my understanding of the resolutions and how they can be applied.

Wolves

SprogBarnes

The company has sent out notice of its Annual General Meeting which will be held at 11am on 27th July 2018. There are the standard ordinary resolutions and sometimes the BOD also wishes to raise a 'Special Resolution'.

At last years AGM held on 27th July 2017 Resolutions 5 & 6 were passed.:

Resolution 5: 'To approve the renewal of the Directors authority to allot shares in the Company. If passed this resolution will give the Directors general authority to allot ordinary shares, on a pro-rata basis, up to a maximum nominal amount of £4,000,000 (representing approximately two thirds of the issued ordinary share capital of the company as enlarged by the approximately 280m shares to be issued to Hill Grove Investments Pty) This authority will expire at the conclusion of the AGM of the Company to be held in 2018 or, if earlier, 15 months from the date of the resolution.

Resolution 6: 'A special resolution to dis--apply the statutory pre-emption rights of Shareholders in order to authorise the Directors to allot ordinary shares for cash either by way of a rights issue or without first having to offer them to the Company's existing Shareholders, provided such latter authority is limited to a maximum nominal amount of £2,164,014(representing approximately 35% of the issued ordinary share capital of the Company as enlarged by the approximate 280 million shares to be issued to Hill Grove Investments Pty) less the aggregate nominal amount of any securities issued by way of a rights issue.

The authority given by resolution 5 (authority to allot shares) and 6 (dis-application of pre-emption rights in respect of those shares) will provide headroom to enable the company to take advantage of fundraising opportunities in due course.

The AGM 27th July 2018 includes the following which is similar:

Resolution 6: 'To approve the renewal of the Directors authority to allot shares in the Company. If passed this resolution will give the Directors general authority to allot ordinary shares, on a pro-rata basis, up to a maximum nominal amount of £5,167,659 (representing approximately two thirds of the issued ordinary share capital of the company. This authority will expire at the conclusion of the AGM of the Company to be held in 2019 or, if earlier, 15 months from the date of the resolution.'

Resolution 7: 'A special resolution to dis--apply the statutory pre-emption rights of Shareholders in order to authorise the Directors to allot ordinary shares for cash either by way of a rights issue or without first having to offer them to the Company's existing Shareholders, provided such latter authority is limited to a maximum nominal amount of £2,713,292 (representing approximately 35% of the issued ordinary share capital of the Company) less the aggregate nominal amount of any securities issued by way of a rights issue.'

to be continued with my next post.

Hi Sharesport

There was the matter of the convertible loan that I understand has now been successfully resolved.

I have no problem with a rights issue to protect existing shareholders and I would understand if the company required additional work in capital or moneys for a specific investment. What I am objecting to is the fact that our holdings can be further diluted at any time without any further shareholder approval if the resolution is passed. At close of play today that is about 37/38% of the current valuation of the company up for grabs.

If a significant placement was made to maybe one or two company's or individuals then it is not beyond the imagination that this could lead to an early attempted takeover with the company not valued at its true projected worth. I expect some will dismiss this given the number of shareholders, however genuinely ask yourself the question, would I take a hypothetical guaranteed £1m today, or nothing today but maybe £4m in seven years time? I'm sure psychologists would have a field day with that question.

Regardless of the above, if you believe this technology works and can be scaled up to the 25t per day which I believe is achievable then, IMO the company is already significantly undervalued. This is not a ramp of the company by me, it is just my own personal view and others need to DYOR.

Another reason I feel that this resolution should be questioned is that it can create slack. PHE need to get this product/process out there before a competitive organisation beats PHE to it. Yes there are certain hoops to be gone through in the planning and permitting process and who knows if the newly designed 25t per day unit will operate in the same way as the G3. I would be very surprised if a few R & D departments of some if the major companies in the world weren't working on similar projects. PHE has been advertising its product over several years, certainly enough time for others to have considered its merit.

£2.7m, approx 35%

I'm a big supporter of PHE and what Keith is trying to achieve however read Resolution 7 prior to the AGM, its a big number.

Wolves

Optimist13

I didn't write 3/4 weeks in my notes taken during the meeting but I do remember DL's answer and I also believe he said 3/4 weeks.

Wolves

I have been to a meeting this-evening where a Doctor gave a talk on medical cannabis and answered questions from the audience. The Doctor was not promoting its use, just giving an update as per their understanding of the current position within the uk.

Wolves

For clarification there were only two PI's at the AGM. There were six people at the AGM, three Afriag BOD, a representative from Hill Dickinson LLP and Optimist13 and myself, that is unless someone has invented an invisibility cloak or was hidden in the shadows of a very well lit room. Optimist13 and myself are the only PI's who can report back on the AGM with any knowledge as to what was said, and we have done that in an open and honest way. Please bear in mind that there was no need for either of us to post here and try informing others of what was said..

By all means use twitter to express your opinions but be factual and don't twist our responses on this board or any other social media site. I respect that others can express their own views and I welcome different opinions but do it from a position of knowledge. Attend the next AGM or EGM, raise your concerns publicly in front of the BOD and give them an opportunity to respond.

I went into the AGM with thirty eight questions (I will not be publishing these questions). I did not need to ask most of them as the BOD answered about three quarters of them within their replies to the questions vocalised at the meeting. Many of the answers have been included within the responses from Optimist13 and the out-standing ones I will probably raise at the next AGM/EGM as they are not time critical to me.

Wolves

Optimist13 is far more eloquent in his write up of the AGM than I could provide on this board,

I feel it is worth adding that I left with the impression that DL was passionate about the business as a whole. Every question asked was given an answer and after Optimist left he sat down with me and continued to answer further questions until we were effectively kicked out of the room.

He also had another meeting to attend. I also believe we owe the BOD a thank-you for their open approach at the meeting. They appeared to listen to our comments and questions and tried to respond as openly as possible.

The next AGM or EGM would IMO benefit from an increase in attendance and a wider spectrum of questions Certainly let the BOD know what changes to reporting we investors would like. They may not be able to deliver in full but there appeared to be a genuine desire yo improve BOD/Investor PR.

Wolves

Kenny, fish is being exported as well, just not talked about for various operational reasons.

Regards freight DL stated that they export to 49 countries and they are BA's largest customer regards transportation of fresh produce. He said the business keeps about 300 people busy. We did not seek clarification on this so this total may represent the start to finish of the supply chain rather than employees of the total combined Afriag set up. It may therefore include employment within third party organisations as part of the logistics process.

Wolves