ASX

Dear Ms James
I have emailed many times over the last 4 years concerning the fraudulent practices of a company called NKWE Platinum Limited. These emails were in relation to Mr Peter Landau a past Company Secretary Stealing 5 Million dollars from the Company and the Directors of NKP then covering up the theft by concocting a “ Settlement & Release deed “ and in doing so being guilty themselves of Conspiracy to Fraud. Minority shareholders in March 2016 forced an EGM where embarrassing questions were asked including why no action had been taken to recover this money & also why no action had been taken to claw back from Genorah 250 million shares granted for 2 farms which were lost by Genorah in a challenge to the constitutional Court of South Africa. They were also questioned on illegal loans to Genorah. All that Minority shareholders were told was “ that it would be prejudicial to the Companies position to answer such questions”.

On these matters the ASX replied that as no ASX listing rules were broken they could do nothing about these matters. Now moving on I now know NEVER to expect any help from the ASX UNLESS A LISTING RULE HAS BEEN BROKEN. I pose three questions to you in relation to NKP / Zijin /Jin Jiang & an unnamed third party involved in a Take Over via Amalgamation under Bermudan Law . My understanding of this is as follows

The statutory threshold for approval of an amalgamation by the target is 75% of shareholders present and voting at a special general meeting at which a quorum of at least two persons holding or representing by proxy more than one-third of the issued shares is present.

However, this can be reduced to a simple majority by an appropriate provision in the bye-laws of the target. If the bye-laws of the target contain no such provision, the bye-laws can generally be amended with board approval by a simple majority vote of the shareholders so that there may be potential for an amalgamation or merger to be approved by a simple majority vote.

Advantages

The advantages of an amalgamation or merger are as follows:

(a) no court approval is required;

(b) dissentient shareholders have no statutory right to prevent the amalgamation or merger;

(c) an amalgamation can be completed more quickly than a scheme of arrangement or a general offer and requires a lower threshold to effect a squeezeout. It may be completed even if appraisal proceedings have been instigated, although in such a case the offeror will lose the right to terminate the amalgamation and will be compelled to pay the fair value determined by the court to the dissentient shareholders


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Under "Amalgamation" Zijin will need 75% of the shares. They currently have 540million which is 60% of the shares. From my investigation in the past 24 hours, if Zijin calls for the Amalgamation they can vote with their shares.

At the moment Zijin/Jin Jiang has approximately 540million shares so 180million shares are needed to block this. The second largest individual shareholder has 32million shares which is the DRA whom are going to build the mine, so if let’s say these guys vote with Zijin/Jin Jiang then they have 572million shares. In this case minority shareholders need 191million shares to block them. Nkwe has a total of approximately 897million shares outstanding so 25% would be 224.25million.

Does the ASX believe it appropriate that one of its Companies can please itself on how it behaves on an Australian Stock exchange? I previously believed that a Foreign Exempt company ONLY had Exemption on the 20% Takeover threshold?

Question 1
Is it a breach of ASX Listing Rules for Jinjiang to obtain shares in NKP via a convertable note @ 10 cents and to have offered and received acceptance of shares from Genorah its South African BEE partner @ 10 cents and then make a Takeover by amalgamation offer to Minority Shareholders at a LOWER price of 8 cents? Surely there is a breach here which needs to be corrected ???

Question 2
In the ASX announcement no name has been given of the Amalgamation partner surely the ASX would not be party to this. Surely the ASX would not be a party to accepting an anonymous entity as a party to any form of takeover / amalgamation?

Question3
Can you advise if the ASX is going to relax its listing rules as they pertain to the 90% compulsory acquisition conditions, as it appears under Bermudan laws only 70% is required.

I believe it’s about time the ASX got a bit of courage and did something about these predatory Foreign Exempt Companies walking all over them and minority shareholders. There is a fairly recent valuation done by Venmyn Deloitte in December 2014 where by they gave a fair valuation figure of 0.30 cents. This low ball offer is pure predation!

I await your urgent reply to what I believe could be breaches to ASX listing Rules?

Yours Faithfully
Brian Thompson
B & J Thompson Holdings Pty Ltd