Just want to give
@GARETH78 &
@Karl89 a big thank you NOT! for sending me down the rabbit hole of Firefinch's board and management "freebie" handouts:
re: Taplin's performance shares --- what a shambles the reporting (or more to the point, the lack of reporting) of the granting and them vesting is.
**as in there is no record of the 1,000,000 performance shares being actually granted or under a notice to issue unquoted shares but subsequently vesting 7th July 2021 as per the announcement, with the company citing not needing shareholder approval under listing rule 7.2 exemption 13. Exemption actually has 2 clauses, and I am too dumb to decipher which one they used ........
https://www.asx.com.au/asxpdf/20210706/pdf/44y2bs5f5x4frs.pdfhttps://www.asx.com.au/documents/rules/Chapter07.pdfre: Performance Shares & Change of Control
The change of control clauses in individual contracts and/or the Awards Plan pail to the conditions of performance shares issued to board & management of the company under the new Firefinch Awards Plan but more specifically to the itemised cessation of employment provisions for Fraser, Gordon and Anderson that were passed by resolutions 7, 9 & 11 at the general meeting held the 27th May 2021!
What is interesting, on Anderson's termination of employment the resolution that was carried for him to retain the performance share post employed wasn't enacted? Provisions in the Award Plan also has "bad actor" / "good actor" guidelines .....
I wonder lol
See pages 20,21, 26 & 27
https://www.asx.com.au/asxpdf/20210428/pdf/44vyg69gdst4ns.pdfJust for interest, it is very concerning what you stumble on when looking for something, and (IMO) it is no wonder that the 1/2 yearly financials are being problematic (by the way, 11 days to end of February).
On the 20th April 2021, the Company issued 500,000 FPO shares to [I'll use someone] pursuant to the terms of an employment contract as per the description in the announcement (section 2.2h.2) but under a "Secondary Trading Exemption" (at the end of the announcement) the Company gave notice pursuant to sections 708A(5)(e) of the Act that:
(a) the shares were issued without disclosure to investor under Part 6D.2 of the Act
https://www.asx.com.au/asxpdf/20210420/pdf/44vpy5l8t4mmk9.pdfPart 6D.2 of the Corporations Act relevantly provides that unless an exemption applies, offers of securities must be made under a disclosure document, BUT
(b) the Notice was given under Section 708A(5)(e) of the Act . . . .
~ someone can try to decipher the "gobbly gook"
http://classic.austlii.edu.au/au/legis/cth/consol_act/ca2001172/s708a.html
Being as they were a "shared based payment" I would have expected them to show in the Annual Report, meh, got that wrong ........ maybe I missed them in an announcement of a Capital Raise? payment to Lead Arranger? but it would be unusual for it to be so discreet?The issuance of performance shares / share rights under the company's LTI plan to non board members, management or KMP's goes somewhat unnoticed as these do not get reported (per sè) via something as a "change of director interest notice" and are usually buried in a Appendix 2A as "issued to employees under the LTI plan."
In 2021, from the annual report, the company issued:
~ (grant date 1st Jan 2021) 1,955,000 share rights to employees under the plan, these have been indicated as being exercised sometime during 2021 (no date)
* there was no announcement for them to be issued nor was there an Appendix 2A (old format) or a "Notice to issue unquoted Securities" (new format)
* the grant date being the 1st January, the first Appendix 2A issued post that date was the 21st January where 1,250 FFXOA options were exercised but the total shares on issue post their conversion didn't indicate the 1,955,000 share rights and/or performance shares (depends what day it is, as the Company seems to changed it description of them!!)
~ 2,412,800 performance shares were issued to Société des mines de Morila SA (Morila SA) employees under the awards plan.
* grant date (undisclosed but sometime in 2021) issued under the Notice to issue unquoted securities
https://www.asx.com.au/asxpdf/20210824/pdf/44znl9rksh705m.pdf -- vesting conditions (undisclosed, but assume as per the awards plan)
More to follow ........ on the legality of Taplin being issued shares in what appears to be post termination of employment.
All the above is my interpretations of information provided through Company announcements, and regulatory guidelines and my ability to actually find the information.
~ more than happy to be corrected ......
cheers
On a side note:
Support for a s249D was lacking previously, we shareholders had no vision nor plan to be able to move forward, and I still doubt whether there would be enough support for one given that every one is over this ordeal and some don't want further delays to any possible return of capital.
I get that, having funds tied up for so long is frustrating, but given the all that; if one was to be initiated
I would propose to nominate and/or consider if nominated; the election of
@camban and/or
@Red Baron and/or
@GARETH78 and/or
@WoodySpoon and/or
@Gwaihir as directors and myself as an officer in arms holding a bat to keep them inline.
Why my choices:
~ from memory Camban has had experience as a company director and his knowledge of the working of an ASX listed companies and the guidelines that govern them, and his general knowledge.
~ Redbaron, for his knowledge, forward thinking and level headedness
~ Gareth, for his knowledge, tactical investment thesis, size of holding, skin in the game - although that hasn't particularly served us well in the past
- I would have included level headed, but he was yelling the other day lol lol
~ WoodySpoon, knowledge and ability to think outside the box, I like his call it how it is attitude too lol
~ Gwaihir, knowledge and previous work history expertise in accounting, size of holding, skin in the game and can be radical but always forthright
~ moi, stand there with a bat, out of line and you cop a whack
Anyone of the above or all of them combined I personally believe they would be a good choice, all in the same room together
well thats probably were moi (holding said bat) comes into play lol.
There are others that I would also consider as well, a left field choice being
@ozblue
