Hi FBR crew
A few questions i would enjoy answered by the FBR team at the AGM include;
Why would shareholders agree to this?
Resolution 5 – Issue of shares to Mr Michael PivacTo consider and, if thought fit, to pass the following resolution as an ordinary resolution:“That pursuant to and in accordance with listing Rule 10.11 and for all other purposes,shareholders approve the issue of 25,000,000 Short Term Loan Funded Shares to the ManagingDirector and CEO Mr Michael Pivac, each at market value on the day of issue and on the termsand conditions in the Explanatory Memorandum”
Resolution 6 – Issue of shares to Mr Michael PivacTo consider and, if thought fit, to pass the following resolution as an ordinary resolution:“That pursuant to and in accordance with listing Rule 10.11 and for all other purposes,shareholders approve the issue of 25,000,000 Long Term Loan Funded Shares to the ManagingDirector and CEO Mr Michael Pivac, each at market value on the day of issue and on the termsand conditions in the Explanatory Memorandum.
50,000,000 Shares for the CEO before we get a commercial deal!
Mike justifies it like this:
Resolutions 5 and 6 seek Shareholder approval in accordance with Listing Rule 10.11 for thepurpose of the Managing Director and CEO Mr Michael Pivac, subscribing for up to 25,000,000Short Term Loan Funded Shares and 25,000,000 Long Term Loan Funded Shares pursuant to theterms and conditions set out below.The Company has agreed, subject to obtaining Shareholder approval, to the provision of alimited recourse, interest free loan (“Loan”) to the Managing Director, Mr Michael Pivac, for thepurpose of subscribing for 50,000,000 Loan Funded Shares on the terms and conditions set outbelow. In forming the decision to implement the loan to the Managing Director the Board andits Remuneration Committee reviewed similar sized listed companies operating in similarindustries in regard to setting appropriate Managing Director remuneration and sought andreceived advice regarding the most appropriate structure of incentive for the ManagingDirector. This advice recommended the non-cash share loan as the most appropriate incentivestructure.The Board of the company takes the view that a cash-based incentive structure is inappropriateat the current stage of development. The board takes the view that the non- cash loan structureprovides a suitable incentive whilst avoiding the payment of a cash bonus. The board takes theview that the recommended non-cash share loan becomes the sole short, medium and longterm incentive for the Managing Director.Resolutions 5 and 6 are ordinary resolutions.
The Loan Funded Shares to be issued under Resolutions 5 and 6 will be issued, as fullypaid ordinary shares, following approval, but no later than 1 month after the date ofapproval, at an issue price equal to the 30 day VWAP price of the Company on the ASXon the day of issue. The potential loan values are shown below assuming a base pricefrom 15 October 2020 of $0.058 per share and +/- 50% movement. At base price this is $2.9 million dollars worth of shares...
Surely $450k a year before a commercial deal is reached is sufficient until you can prove you are the right man for the job!
Just sayin'
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