I am not intending to offend you but it is not the Emefcy team that is being naive here.
Actually this information has been publicly available since at least October 2015 under the Vendor Offer disclosed in the October 2015 prospectus released by Savcor Group Limited (which was to be renamed: Emefcy Group Limited).....(the vendors refers to the original owners of Emefcy when Savcor (the name of the company before the reverse takeover of Emefcy) originally purchased Emefcy.
So 100 million shares have not just been issued......in fact 87.5 million shares had already previously been issued to the Emefcy vendors and the final 22.5 million shares are now being issued making up a total of 110 million shares issued to the Emefcy vendors since 2015.
I can assure you that if there was any doubt that the milestones had not been met, that Ron Lauder's and Capital Group's lawyers would have been all over it!!!!
If you were surprised by this share issue then you probably have not done full due diligence for your investment.
Anyway, to quote from the 23 October 2015 replacement prospectus:
The transaction referred to in the prospectus included a vendor offer as follows:
Vendor Offer
This Prospectus contains an offer of 65,000,000 New Shares (issued at a deemed issue price of $0.20 per New Share) to the Emefcy Vendors, which are to be issued as consideration for the Company’s acquisition of all of the equity interests of Emefcy.
The Company also has a future obligation to issue up to a further 45,000,000 Deferred Consideration Shares to the Emefcy Vendors upon, and subject to, the satisfaction of, the Milestones which are related to the performance of the Emefcy business.
In addition the Company will pay the sum of US$1 million to True North at completion of the Transaction and issue the Redeemable Note to True North, the redemption of which is subject to the satisfaction of the same Milestones as apply to the Deferred Consideration Shares.
The Milestones were defined as follows in section 1.1 of the prospectus:
The Milestones to the issue of the Deferred Consideration Shares are set out below:
Milestone 1
22,500,000 Deferred Consideration Shares shall be issued upon, and subject to, the Company being provided with evidence to its reasonable satisfaction that a module of Emefcy’s SABRE (Spiral Aerobic Biofilm Reactor) has been delivered to the first customer’s site on, or before, the date which is 6 months after the date of completion of the Transaction failing which the Emefcy Vendor’s entitlement to these shares shall lapse.
Milestone 2
22,500,000 Deferred Consideration Shares shall be issued upon, and subject to, the Company being provided with evidence to its reasonable satisfaction that Emefcy has entered into firm contractual engagements representing an aggregate US$2 million (including all associated grants and incentives) within 24 months of the date of completion of the Transaction failing which the Emefcy Vendor’s entitlement to these shares shall lapse.
The Emefcy Vendors were listed in section 13.6 of the prospectus as follows:
- Israel Cleantech Ventures
- Plan B Ventures
- Pond Venture Nominees
- Energy Technology Ventures
- GE Ventures Limited
- Eytan Levy
- Ronen Schechter
- Michael Gutman
- Eyal Gutman
- Emefcy Employees+
Regards and always DYOR
