Originally posted by wotsits
Hi @ywtoh….I think you are being way too hard on yourself by stating the mistakes and responsibility are solely yours. We all got very badly fleeced and I personally think that Richard Irving or whoever made the statements actually bear a lot of the blame because misleading statements made to the market are actually illegal under Australian Law……even though those making such statements get away with it a lot of the time due to the Corporate Regulator in Australia being highly ineffective.
I would not only look at the statements made regarding China deals. I would also take a very close look at as the guidance statements made regarding the RWL revenue guidance last year (before the merger) where very strong statements were made to the effect that 71 % of forecast revenue was secured as at 30 April 2017 (see notice of EGM) and that 83% of a forecast $US90 million was already secured at the time of the EGM (ASX announcement from 12 July 2017).
I personally think these statements border on fraudulent but I think they were made in order to get us pesky retail holders into voting yes to the merger with RWL. I believe also that as a result of these statements that the purchase of RWL by EMC occurred at a price at least double to what RWL was truly worth. I would personally like those responsible for this guidance personally held to account.
I have a theory is that Richard Irving and the other EMC vendors were looking at their entitlement to the vendor milestone shares expiring so in desperation made outrageous statements to the market to get their cosy little merger with RWL approved and hey presto suddenly they achieved the second milestone at the very last minute (so lucky for them)
I would seriously question whether the original EMC vendors were actually entitled to the milestone shares as I have been unable to substantiate personally whether the milestones conditions were actually met especially the second milestone...it seems that they achieved both milestones at milestone at the 11th hour just before the entitlement was due to expire based on the announcements made to the market.
The Milestones were defined as follows in section 1.1 of the prospectus issued at the time:
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 222,500,000 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 shalllapse.
Based on announcements up to the date of them so called achieving the second milestone I just cannot see that the second milestone ofUS $2 million firm contracts was achieved by EMC
UNLESS they also counted the revenue from RWL in their calculations.
AND doesn’t it seem strange to anyone that the ONLY SUBRE sale they have had just so happened to occur just before the 1st milestone was due to expire? Was this sale in Israel made between any associates or related parties?......I certainly hope not
Just a quick correction to my post, the 1st milestone related to SABRE, not SUBRE. my apologies for any confusion.
My real concerns relate to the 2nd milestone shares and whether the second milestone was actually achieved and if so how was it achieved because the announcement to the market relating to achievement of the 2nd milestone came shortly after the announcement of a "framework agreement" in China which is NOT a firm contractual engagement in my opinion. Also looking at previous announcements for EMC I could not see that FIRM contractual engagements totalling US $2 million were entered into. if you look at the contribution of EMC to total 2018 revenue for the combined FLC it was absolutely miniscule....nowhere near US $2 million.
So I can't actually see how the 2nd milestone was allegedly achieved from the murky information that EMC provided to the market in relation to this milestone. Do we just have to take their word for it?
If the milestone was not actually achieved then the shares issued to Richard and Co. should be cancelled and Eytan and Ronan should also be required to payback to the Company the money they got for dumping these shares and destroying the share price in the process !!!!
(20min delay)