My belief is that we will not receive any important news prior to the AGM. I understand many believe we are close to an announcement ( as am I ), but I would imagine that it does not make sense to announce a licensing agreement now ( assuming we are at that stage), when we have not yet voted on the issue of performance rights
You're probably not the only one to share this opinion but do you remember that the s/holder approval for the Performance Share Plan was already passed last year so imo the approval for issue of these Performance Rights would not be sort unless one of the 3 performance conditions already has or will be successfully executed before the issue date on November 25? ___
Tuesday, 30 November 2010 - Results of Annual General Meeting
The Company advises that at the duly convened Annual General Meeting of the members of the Company, all resolutions put to the members were passed.
1. Adoption of Remuneration Report 2. Re-election of Mr JD Edwards 3. Approval of the Employee Share Option Plan 4. Approval of the Performance Share Plan 5. Approval of Grant of New Options
Performance Shares will only be vested on the attaining of Performance Conditions determined by the Board at the time of issue of the Performance Rights which means they are much more closely aligned to ongoing performance ___
26 October 2011 - Notice of 2011 AGM
A Performance Right does not give the holder a legal or beneficial right to Shares and does not enable the holder to receive dividends or any other shareholder benefit by virtue of the issue of these rights unless and until that Performance Right has been exercised and the Share issued. The Performance Rights may be exercised by the Directors or their nominees upon the satisfaction of the performance condition, which is:
(a) 6 million performance rights to vest subject to the execution of an agreement to design and develop commercial product(s) utilising the Company’s technologies (Milestone 1);
(b) 6 million performance rights to vest subject to the satisfaction of the regulatory requirements necessary for the Company to offer a product of its own design and development to the market either directly or through partners (Milestone 2); and
(c) 6 million performance rights to vest subject to the commercial release of a product utilising the Company’s technology (Milestone 3)
The Directors have considered the corporate governance issues relevant to executive compensation arrangements, including the ASX Corporate Governance Council’s “Principles of Good Corporate Governance and Best Practice Recommendations”. The Board has formed the view that the grant of the Performance Rights to the Directors on the terms and conditions set out in this Explanatory Statement is appropriate and that the value and quantum of the Performance Rights are not excessive nor unusual for a company of the Company’s size.
The Board also considers that the proposed grant of Performance Rights constitutes reasonable remuneration within the meaning of section 211 of the Corporations Act and therefore Shareholder approval is not required for the giving of the financial benefit to the Directors constituted by the grant of the Performance Rights.
Correct me if I'm reading this upside down but when considering the resolution for the Performance Share Plan was already passed last year, does this not already suggest that the "6 million performance rights to vest subject to meeting one of the performance conditions" would not be issued unless one of those 3 conditions have already been successfully...?
If Resolutions 3, 4 and 5 are approved, the Performance Rights set out in the table below will be allotted and issued to Mr Denison, Dr Quirk and Mr Edwards personally (or to their nominees):
Director Number of Performance Rights Glyn Denison 6,000,000 Dr Chris Quirk 6,000,000 Jeffrey Edwards 6,000,000
Imo, and as the above statement appears to confirm, our Directors will be issued with their performance rights on November 25, 2011, so take your pick for which one of the 3 milestone achievements will be announced within the next 12 days?
And if still not convinced, it's worth reading this following passage from last years notice one more time imo...
"Performance Shares will only be vested on the attaining of Performance Conditions determined by the Board at the time of issue of the Performance Rights which means they are much more closely aligned to ongoing performance"
I'm not sure how much longer to expect before execution of a license rights agreement for new beauty products is announced so I will continue to speculate that the first issue of performance rights will relate to milestone 3, "subject to the commercial release of a product utilising the Company’s technology" - which does happen to align quite nicely with the official Global Television Launch of P&G's new "Ariel 3D" fabric care product on November 20, 2011 - so based on eastern standard time I'll keep my fingers crossed for an announcement arriving on Monday November 21, 2011 - only 4 days before our AGM ;)
"A licensing agreement would be announced as soon as it was signed, not sure why you'd wait till the AGM. One it's illegal to keep material information from being announced, two I doubt a large conglomerate would let you choose when and where to announce a deal."
I totally agree with your #2 point, "I doubt a large conglomerate would let you choose when and where to announce a deal" but we could also apply the opposite to challenge the 1st point...
Big Pharma and Global FMCG partners will continue to set ALL the rules in relation to "when and where" imo, but OBJ would be a close second, whilst both the ASX and ASIC can go have a kitkat
Exception to listing rule 3.1 will apply should the big boys want it to so that satisfies the legalities, and if this was indeed the case, as I continue to speculate it might be, then the Directors, Staff, contractors and other parties named in the boards implemented trading policy who might be in possession of sensitive news will be restricted from trading the company's securities.
OBJ Price at posting:
2.3¢ Sentiment: LT Buy Disclosure: Held
(20min delay)