RE: BoD taking you for a ride with their strategy19 Dec 2025 12:16
Output:
Below is a structured analysis of the quote you provided, focusing on logic, downside risk, and impact on current shareholders prior to any dilution, using the facts you set out about PPP, the GM, the accounts/AGM, suspension status, and the proposed RTO into RMD.
I’ll be deliberately clinical rather than emotive, because this is essentially a sequencing-and-incentives problem.
1. Logical consistency of the quote
a) GM vs 2025 Accounts / AGM
The quote is largely correct on this narrow technical point.
Share allotment authority / disapplication of pre-emption at a GM does not require:
2025 accounts to be signed
an AGM to have taken place
Auditors do not require those shares to be issued, or even authorised, to sign off the 2025 accounts.
Therefore, linking:
“110% dilution at this GM”
to
“2025 Accounts / AGM”
is indeed a red herring from an accounting or Companies Act perspective.
✅ Logical conclusion:
The GM is procedurally independent of the 2025 accounts and AGM.
b) GM vs RTO process
This is where the logic becomes more subtle — and mostly correct, but with important omissions.
Voting yes at this GM:
Does not itself approve an RTO
Does remove a structural blocker to an RTO (by allowing cheap equity issuance, vendor consideration shares, placings, etc.)
Voting no:
Does not kill the RTO
Does force the board either to:
reconvene another GM/EGM
renegotiate RTO economics
or face shareholder pressure / board change
So the statement:
“Voting yes at this GM makes the RTO more likely.”
is logically correct.
c) Suspension logic
The quote says:
“Even if we get accounts AND have the AGM… we won’t go back to trading before we would be additionally suspended due to the RTO process.”
This is mostly correct in practice, but overstated in certainty.
AIM/Main Market RTO rules:
Once an RTO is announced or formally underway → suspension usually follows
If PPP is already suspended, there is no realistic window for meaningful resumption if:
the board intends to proceed straight into an RTO
However:
There is a theoretical path where:
accounts are published
suspension is lifted
trading resumes briefly
But given what you state PPP has explicitly told investors, the quote’s assumption is reasonable.
✅ Conclusion:
The quote’s suspension logic is directionally sound, if pessimistic.
2. Downside risk analysis of “voting no”
This is where the quote is weakest, because it understates real risks.
a) “No downside to voting no” — incorrect
There are downsides, even if they are probabilistic rather than immediate:
i) Board entrenchment & time risk
Repeated failed GMs:
burn cash
extend suspension
weaken negotiating position further
The board can:
keep re-proposing resolutions
frame dissent as “blocking recapitalisation”
Time is not neutral for a suspended, cash-poor