This post reflects my own experience and views as a shareholder. It is not financial advice, and I encourage others to do their own due diligence and share thoughts respectfully. If there are any questions or comments or errors please let me know.
To all FBR shareholders—
NOTE: This analysis is unbiasd and I used AI to compare the current scenario to best practice. Below are the results.
I’m writing as a shareholder who has formally submitted a complaint to ASIC (April 16, 2025) regarding recent developments at FBR Limited. The complaint raises issues around dilution, governance, and lack of transparency in the lead-up to the May 6, 2025 Extraordinary General Meeting (EGM).
Three Resolutions Are Up for Vote:
Ratification of 149M shares issued to Bell Potter at $0.038
Ratification of 574.5M shares issued to institutions at $0.01
Approval of 53.8M shares issued to Fidelity International at $0.01
These shares were not offered to retail holders. If ratified, these resolutions restore FBR's 15% issuance limit—enabling further dilution without shareholder approval.
⚠️ Institutional Placement Without Retail Access
One of the resolutions will approve a discounted $0.01 share placement to Fidelity International, a globally recognized investment firm. Many of us respect institutions like Fidelity—some of us even trust them with our retirement accounts.
But here's the thing:
FBR shares are currently trading around $0.006. So why would a sophisticated investor commit to buying at $0.01?
That pricing may look favorable for existing shareholders—but it raises important questions:
Is this $0.01 placement about capital, or about influence?
Are there non-public incentives or terms being offered that justify the premium?
Why was this not part of an open offer to all shareholders?
This placement wasn't transparent, and it creates two classes of shareholders—those on the inside, and the rest of us.
If the Stock Price Moves Up
If retail investors start buying in and the share price rises above $0.01, it could appear to validate the Fidelity placement—but that doesn’t change the underlying concern.
A price move driven by individual investors doesn’t undo the dilution, and it certainly doesn’t restore the voting power lost to those receiving preferential access.
Institutional placements should be about funding—not about quietly shifting control.
❗ What Shareholders Deserve to Know:
I requested that the CEO attend a Zoom session to speak directly with shareholders.
He declined, stating the upcoming quarterly report will serve as the communication point—despite that report being issued after the vote.
That means shareholders will be voting blind on major control and funding issues, with no opportunity to ask questions before the decisions are locked in.
ASIC Complaint Filed
I’ve submitted an official complaint to ASIC, highlighting concerns that include:
• Lack of fair participation opportunities for existing shareholders
• Share dilution with no direct retail offer or opt-in mechanism
• Absence of clear disclosures regarding IP asset protections during restructuring
• A major shift in leadership and governance without open discussion
I won’t share the reference number publicly due to ASIC’s confidentiality terms, but this matter is now under review.
Call to Action
Many of us believed in FBR’s vision from the start and supported the company through challenging periods.
Now, institutional investors are being handed discounted access, while retail investors are sidelined—without a voice, a forum, or a fair stake.
I encourage shareholders to read the resolutions, question the process. I am reqeusting the meeting be postponed until these areas can be further investigated.
This post reflects my own experience and views as a shareholder. It is not financial advice, and I encourage others to do their own due diligence and share thoughts respectfully.
(20min delay)