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ASX Queries, page-25

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olderwiser

2,181 Posts.

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26/03/17

06:59

Post #: 23628297
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Originally posted by DDuck ↑

Lanstead Agreement
You are concerned the initial $843,000 payment received by LWP pursuant to the Lanstead Agreement is actually a loan to be repaid by reducing the monthly installments otherwise payable to LWP. You also want LWP to advise the market of the total funds to be received based upon current share prices.

ASX Response
ASX has confirmed with LWP that the EGM explanatory notes are correct and that the initial sum received is not a loan (and is therefore not being repaid in monthly installments). This confirmation also appears to be consistent with LWP’s half-yearly accounts lodged on 1 March 2017, which do not have a liability recorded relating to the repayment of this amount.
LWP’s announcement of 20 February 2017 advises that LWP receives no further funding pursuant to the agreement at the current share price of $0.001 and that funding does not recommence until the VWAP increases to approximately $0.0015.

My Response to the response
My point was that the monthly payments appeared to be reduced by approx 1/18th of the up front payment and that this had not been adequately disclosed in the EGM explanatory notes. In other words, why is each monthly payment reduced by a significant amount which is not explained in the EGM notes or shown in the example calculations?

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Originally posted by DDuck ↑

Milestone Shares
You would like ASX’s query letter to be released to the market and would like further details about how the change of control arose for Milestone 1.
Has ASX also requested an explanation about how Milestone 3 (and therefore Milestone 2) was satisfied? Why were these shares issued prior to the joint venture being formalised?

ASX Response
ASX queried LWP in writing, asking it to explain the basis on which it considered Milestones 1 and 3 to be satisfied (noting that Milestone 2 is automatically satisfied if Milestone 3 is met).
LWP’s response around Milestone 1 indicated that Milestone 1 was deemed to be satisfied in the event that there was a change of control of LWP and that a change of control occurred on 6 March 2015 when 3 LWP directors resigned and 2 new directors were appointed. LWP also sought legal advice in relation to this point. This accords with the announcement made by LWP on 24 March 2015 (then Coretrack Limited) which states “With recent changes to the Board of Coretrack, Coretrack has been advised by the Key Vendors that it was considered that Milestone 1 under the Option is deemed to have been satisfied…”
With Milestone 3, although being a Heads of Agreement (HOA), the HOA is expressed to be binding. LWP considered the execution of a binding HOA satisfied Milestone 3, notwithstanding that some aspects of the joint venture arrangement were still to be finalised. This appeared to be consistent with the tone of LWP’s announcement of 20 July 2015 and ASX did not require anything further to be released to the market in relation to this.
ASX considered that the market would benefit from the additional explanation around how Milestone 1 had been satisfied and LWP released a clarification on 20 January 2017. This contains all the pertinent information relating to ASX’s query and LWP’s response (including the explanation as to how the change of control arose), so releasing ASX’s query letter and LWP’s response would be of limited utility to the market.

My response
My point was that change of directors did not necessarily indicate change of control, the company should have explained how the underlying share ownership had changed which is the ultimate test of a change of control.

In respect of Milestone 3, notwithstanding the ASX response I don't consider milestone 3 satisfied given that there are still pre-conditions to the agreement which have not been met (as per the half year accounts) and therefore the agreement is still not in effect and does not operate.
Once again I think they just relied on response from the company. Not sure how the agreement can be considered binding if the other party can simply decide not to meet the pre-conditions to the agreement and then it falls over.

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Originally posted by DDuck ↑

Response to ASX query released on 21 February 2017
LWP has not satisfactorily accounted for how it could conclude that there were no concerns with the joint venture in its 7 July 2015 announcement.

ASX Response
Your views on this are noted. Ultimately the response from LWP released on 21 February 2017 provides LWP’s views on these matters and is its stated position.
While not appropriate to discuss this particular response and whether or not any further action is contemplated by ASX, speaking generally, if ASX considers that a listed entity has committed a significant breach of the Listing Rules, it is required by law to refer the breach to ASIC, so that ASIC can then consider whether or not it wishes to take criminal or other regulatory action in relation to the breach. Under a protocol agreed with ASIC, ASX is required to keep information about such referrals strictly confidential.

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Hi@DDuck
On the first two posts, did you get any response to your responses to the ASX. Have they indicated an intention to respond or have they now closed the complaint file.
The third of the above is an interesting reply in they now show the stick they can use. This particular dog needs a good whack with that stick to learn respect.
The response to the previous straw poll on how many individuals have laid complaints to the ASX, shows 6 if you include mine and maybe can add a couple more that reported directly. I currently have 3 awaiting a response and can reasonably assume others have raised more than one complaint.
A company that has raised the ire of investors to this level is unusual, we normally take our losses and move on with lessons learnt. But in this case the company's persistent and IMO blatant disregard for the principles of fair play have earnt them the attention they deserve.
Keeping the pressure on is an effective method of ensuring the facts are locked down as a precursor to any further action.
So well done to all

LWP Price at posting: 0.1¢ Sentiment: Sell Disclosure: Not Held
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