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Amused observer

12,171 Posts.

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02/03/16

13:50

Post #: 17166232
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Originally posted by newdelhi ↑

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As said by Marcellus in Hamlet "Something is rotten in the state of Denmark"

If you look at the actual votes cast on the day of the AGM, it seems Merchant did not vote their 49M shares on resolution 4 (being an excluded voter) BUT it seems Willesee, Reeves and Johnston all cast their 52M* shares /votes in favour of this resolution. We can assume Merchant didn't vote on resolution 4 because it received legal advice that their votes wouldn’t count because they had a material interest in the outcome.

AND just by a remarkable coincidence Merchant seems to have voted their 49M shares in favour of the sale of the company’s main undertaking to Willesee, Reeves and Johnstone for $1 when the directors where excluded from voting .

Remember without a vote in favour of Merchant’s underwriting and in favour of the sale of the company’s main assets to the former directors, this whole scheme would have collapsed in a sodden heap.

Three things:
1. MNE should release the legal advice it received on whose votes could be counted on the day for each resolution.
2. MNE should release the votes of Merchant and Willesee, Reeves and Johnston cast for each resolution.
3. The directors should advise the shareholders who told Merchant the way the proxy votes were running prior to the meeting, such that Merchant knew the number of votes it needed to buy on market to push this whole scheme through.

If the release of the confidential proxy vote information came from an insider like Willesee (MNE's Chairman), then this is a blatant breach of his fiduciary duty he owed the company. Especially when his deal to buy the company’s main undertaking for $1 hinged on the concurrent approval of Merchants underwriting resolution.

This is why ASIC hold be all over this like a rash.

Perhaps someone could ask MNE these questions and failing a plausible response invite ASIC to make their own inquiries.

*In the 2015 Annual Report Willesee, Reeves and Johnston were said to hold about 11M shares. Johnston was also recorded as lending MNE $250,000 through his company Lazy 7 Pty Ltd. This loan was later converted to 41,666,667. Thus all told, on my calculations Willesee, Reeves and Johnston held about 52M shares they couldn't vote on the resolutions concerning the sale of the company’s main undertaking to themselves but could vote in favour of Merchants underwriting resolution.

Regards

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So lodge this information in a complaint to ASIC if you feel it has merit. If it was me, I would but I don't hold any shares in MNE.

MNE Price at posting: 0.0¢ Sentiment: None Disclosure: Not Held
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