Hi talentless –
Here’s a hairy one for you and Andyrooooooo, &/or franky1, boy1, ubique13, & fooca –
I’m questioning whether or not the remaining 875,000 UNvested Performance Rights – stated as still being an entitlement of KJ per the Appendix 3Z Ann @ 7.12pm on 02 May 2017 (being a Final Director’s Notice issued in respect of KJ) – are in fact that.
(Earlier that evening - @ 6.59pm – JMcK made the Corp. Review Update Ann, that included KJ’s resignation. (this was effective from 30 April.)
Below are 2 extracts from the SCHEDULE 2 – TERMS AND CONDITIONS OF THE PERFORMANCE RIGHTS PLAN
which was included in the Notice of General Meeting ann @ 8.23am on 20 May 2016, pertaining to
a) entitlement eligibility of Directors etc. (relevant text in blue).
b) lapse of those Rights granted to a “person” who no longer remains an Eligible Participant.
(relevant text in blue).
a) T & C 1). Eligibility
The Board may, from time to time, in its absolute discretion, make a written offer to any eligible participant (including an eligible participant who has previously received an Offer) to apply for Performance Rights, upon the terms set out in the Performance Rights Plan and upon such additional terms and conditions as the Board determines.
Eligible participants includes a director (whether executive or non-executive), a full or part time employee of the Company or any of its subsidiaries (Group Company), a casual employee or contractor of a Group Company (together an Eligible Participant or Participant) and a prospective participant who has entered into an agreement to become an Eligible Participant.
b) T & C 5). Lapsing of Performance Rights
A Performance Right will lapse upon the earlier of:
(a) ………………………………………………………….
(b) a vesting condition not being satisfied or becoming incapable of
satisfaction;
(c) in respect of an unvested Performance Right, the holder ceases to be
an Eligible Participant and the Board fail to exercise its discretion to vest
the Performance Right or allow it to remain unvested
As KJ ceased to be an Eligible Participant on 30 April, AND the BOD did not simultaneously minute
- @ the BOD Meeting when it accepted KJ’s resignation – its exercise (of) its discretion ………….
(to) allow it to remain unvested
then IMO these UNvested PR’s have now technically lapsed.
I realise that most of the above to most HC readers of this post, could be understandably mind-boggling.
So probably the best thing the BOD could do now is to revise the Appendix 3Z Ann on 2nd May – taking out those Perf Rights, and IMO :
- when KJ is likely re-engaged as a consultant
- he be granted a new issue of a similar 875,000 PR’s
- to vest when the PFS is announced, being the original Milestone #3 that had to be reached for KJ’s remaining PR’s to vest, per the original T’s & C’s for their issue.
He surely deserves that? Any comment by anyone? as Mr McKay may not have become aware of this technicality “breach”. GT.
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