its not over yet..., page-8

Staraplanina and Bottomfeeder,

It’s funny how anyone who takes on this board these days gets attacked themselves. To suggest that WQL is a board stooge is a joke and a sick one. This board has had three goes at buybacks now and to suggest they want it to fail is just not on.

We don’t need a fighting fund to take this oppression case to court. Troy cast a very wide net but the guts of it is simple and doesn't need a lawyer. Shareholders could take it to the Courts themselves and the more shareholders involved the stronger it would look. I would certainly consider it.

Here is the guts of the case:

The operating cash flow for this company over the last four years (during which time none of the dividends have been paid) exceeded $42 million. Full payment of the Class A dividend requires a little over $4m a year. Is it director's discretion or oppression to not pay that dividend which the Constitution says Class A shareholders are entitled to? The benefits of this denial of dividends go to the ordinary shareholders who are predominantly those same directors who cancelled the dividends. Have a look at the divergence in the share price of the two classes during this period if you have any doubt about that. When directors deny shareholders their entitlements for their own financial benefit that is almost the definition of oppression. Secondly we would put the case that the main reason for the cancellation of the dividends was to destroy the Class A share price so that the Board could buy them back and cancel them at a fraction of their original price? The main beneficiaries of such an approach are those same directors. This is their third buyback attempt at prices well below the original purchase price. That is the case for oppression here. You don't need to spend the money that Troy did.

Another thing I would like to question is whether these directors, and particularly Tinkerbell, want to be in this company for another ten years as you suggested. If you believe that, why would you want to buy the ordinary shares? Surely if they are prepared to stay for years, they will be keeping the ordinary dividends unpaid and doing lots of buybacks of the ordinary shares as Ray and his mates did at RP Data. Fortunately I think they want out.

If these people, for want of a better word, are willing to stay around for so long, why would they be bothering to do this buyback when they could oppress the Class A shareholders for another ten years? I believe they want to get out but they want to maximise their profits by getting rid of the Class A shareholders first. While the Class A shareholders stay in this company those directors are as locked in as we are and the more cash this company makes the more oppressive they will look. If we don't concede to this disgraceful behaviour at some stage they will have to, by either winding up the company or paying the dividends again.

GPASAS