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Watermelon,
Agree. I suspect they paid in the range you suggested too. They want to make it work, about halfof the shells that appear fromtimr to timeresult in an RTO so I think that is a reasonable asessment of the prospects for a deal.
Marbur, as usual a complete misrepresentation of what I wrote.
Nobody has any idea how much C4 paid for the debt.
It will not have been anything like 2.5m. There is a slim chance of being able to find out when ahard publish accounts which include the transaction.
Lod, I am not sure it is a muddy the water tactic. The indembity between Nuog and EOI is historical and the events leading up to the potential claim from PVF all took place with the Mintys at the helm.
However, should adverse consequences flow through to Nuog in its current guise I imagine this could be very poor for Minty personally.
If there was any lack of material disclosure of the claim details or the apparent indemnity provided by Nuog to EOI that could lead to a claim.
If there was any question of Minty acting beyond his powers in his capacity as a direcor of EOI or Nuog - eg contract variance either express or implied - then that could lead to a claim against him.
Harry,
Thank you.
Regarding cash shell it is not corporate law, it is Aim regulations.
As things stand the regulator - ie the exhange - appears to have accepted it is a cash shell.
The regulations are somewhat wooly. I recall the word substantially is in them. On a literal reading I fail to see how it meets the criteria in the aim regs with the EOI holding still owned. However with a purposive reading I think it does.
In any event that is probably moot. It would require complaint etc and would serve no useful purpose.
Harry, I meant to draw this to you attention some time ago but forgot.
We had wondered about how consequences of any adverse judgement (should it happen) from PVF v EOI could flow through to NUOG.
The first paragraph of page 2 is relevant.
https://twitter.com/EnegiOilInc/status/1207342816139137027?s=09
Barry,
It is not a "reverse split". However there has been a capital reorganisation (as announced a coulple of month back).
There is no need for a consolidation (though nothing stopping it should there be a convenient reason). The rule here aee different to those affecting SHP wher there is a minimum price required to maintaing a listing and some technical issues related to tick sjze to allow meaningful quotes.
Cahus,
Who knows how it will pan out.
I think it may be unlikely that at RTO is actually fully executed in time to avoid temporary suspension. Production of the listing particulars, time to arrange the ot vote on proposal and the lead time is such that it is looking a bit tight. A current CPR is rquired, that may take a while. But any asset may have had one done in the last 6 month so it may be unnecessary to refresh. A few may be bothered by the thought. But I very much doubt longer holders would jump ship.
I will wait for an RNS which is hopefully going to detail the shape of the transaction and at least some information on likely benefit. Then I may (finally) take another punt.
The value within nuog is basically about 8m of tax losses which could used by a producing asset. Obviously the existing asset owners are not going to just give away the asset. They will want the lions share of the returns so the overall structure is important.
But the 8m tax losses are effectively owned by the existing equity holders. If as a result of a deal that value can somehow be ascribed to the existing equity it does suggest a price a few time higher than current.
You can find the resolution on the circular in the investors section of nuog website. All routine. Authority to place up to 2.3 bln shares was sought and passed.
iamrich.
No. You are a little wrong. It is not as simple as "allowed".
Working on the assumption that the company genuinely is a cash shell (it may not be due to the posession of the shares in EOI but that status is not going to change unless somehow challenged) then:-
- if an RTO is not completed within 6 months then the listing WILL be suspended.
- if an RTO not completed within 6 months of suspension they will be delisted and will need to go through the full lsting process.
- where an RTO is completed then shareholder approval is required. An admission document may also be required. This could potentially be quite onerous requiring a current cpr etc if it is Oil or Gas. (Which would appear to be the intended direction)
- it could raise 6m and become an investing shell (no sign this is intended).
So it is not a matter of allowed. There is a defined process and timeframe.
LB, in simple terms no they couldn't offset. They probably could if NUOG were a wholly owned subsiduary, but even then there would be some obstacles.
Assuming they get a deal incoming it is going to be interesting to see how its structured and how any value it generates is dispersed.
Nuog have got about 8m in tax losses and 2.5m in debt. If - by however the deal is structured - about half of this can be ascribed to existing holders that would suggest about 0.20p (a decent uplift).
Any value above that would suggest the owners of the existing asset are giving away elements of its future value. They will need to deal with this is the structure of the deal.
I suspect substantial dulution back to the existing owners could be used to achieve this, or some sort of production sharing agreement in the alternative.
Currently the BoD can place no more. By my calculation they have used all of their current authority (so may need to ask for more).
The authority for the conversion will dilute when used of course, but that is a seperate authority and wont produce any incoming funds for the company anyway.
The results look pretty much as expected. The only slight curiosity in the resolutions seems to be they do not seem to be be disapplying pre emption rights in the 2.3bln shares they are asking for permission to allot.
Cannot really guage the current cash position for example since lots has changed since june when they had 58k.
Still just a mayyer of waiting to see what they reverse in and the terms. I imagine there will be a GM then for approval.
Whoosh. :-)
Of course he didn't send it to the wrong address.
He sent it to the registered office at the time. The correct place to send it for presumption of delivery.
In fact as of today it is still the registered office as published by CH (obviously about to change).
SBP,
Giver the history of EOI - a private canadian entity holding an NF licence which was effectively reversed into a new AIM shell via IPO it seems reasonable that the NF regulators would have wanted some assurances in order to preserve the effective licen obligations held by EOI.
It seems reasonable that these concerns could be addressed by a shareholder agreement. However there doesn't seem to any reference to any detail in the original prospectus (I wonder if this gives any potential avenue to pursue Minty and the original advisers).
Whilst there is concern that this would cause EOI liabilities to flow it is also the case that any value in the assets would to.
There is also a point that with the asset (even if only nominal value) then the cash shell rules are not met. A side effect of this - when clarified with the authorities - is that the cash shell clocks should not be ticking. That surely gives more time to sort things out and hopefully secure the RTO transaction.
Perhaps Minty has been cautioned that he would be in breach of his fiduciary duty as director of EOI had the gift been accepted which would likely render him personally liable to any adverse judgement.
I have it quite surprising there is no comment from Nuog as yet.
SBP,
A thing of - to me at least - is the statement that under Canadian Law the 100% shateholding gives Nuog the rights (and consequently responsibility) of a director.
Previous I had thought that Nuog were insulated from any adverse judgement by virtue of only being s shareholder. I.e. if EOI were unable to fund a judgement they get wound up and that is all.
I now imagine that it can flow through tk Nuog instead (and possible director vicarious liability).
It seemed odd at the time that Nuog had gifted the shares. It seemed this could not be unilateral.
I am sure Harry may have some interesting thoughts.
They were damn expensive (40k just for the audit if I recall).
Given the state of the loan reported in the accounts and subsequent confusion as to its value and its msstating in at least one year they weren't very effective anyway.
SBP,
Excellent summary. It doesn't really matter how or why nuog go to where they are. That is nothing other than unfortunate history.
What matters is where they go next. Different people will have varied viewson the new Bod. What they do is what matters.