Resolution #4 seeks shareholder approval to discharge/convert $2.25m of convertible notes and loans provided by the interests of Director JH into YPB shares at a conversion price of 0.15c. This requires the issue of 1.5b new YPB shares.
The problem is that $1.0m of this debt swap comes from a convertible note issue announced on 3/10/2022 and approved at a shareholders' meeting on 23/12/2022 where the share conversion price has an absolute floor price of 0.2 with the convertible note maturing on 3/10/2023.
Resolution #4 to be put to shareholders at the 30/5/2024 AGM consolidates the $1.0m convertible note issue with other loans provided by the interests of JH and the swap of debt to equity is based on 0.15c per share. This is no more than a nifty trick by JH to increase his shareholding by 166.67m shares above and beyond what was mandated at the 23/12/2022 AGM which gave YPB approval to swap $1.0m in debt to shares at the conversion price of 0.2c. The impact is that JH increases his take from 500m shares to 666.67m shares, as if the terms of the convertible note issue approved at the 23/12/2022 AGM can be put aside with the 'nod of the head'.This deal is unfair to all other shareholders because other shareholders would never get such a deal without even taking into account of the impact on YPB's share price of an extra issue of 166.67m shares.
Further, the initial convertible note issue provided for 200.0m options exercisable at 0.5c per share. Resolution #5 provides for granting JH and his interests 500.0m share options for converting all of the loans and convertible note issues to shares at an exercisable price of 0.3c per share.
This surely is a 'sweetheart' deal and clearly not one done at arm's length. Was it also a pay-off to JH when he agreed to defer retiring the $1.0m convertible note issue at its maturity date of 3/10/2023 until June 2024? How can there be any realistic arm's length negotiation when the lead manager for the borrower and the lender are one and the same person-how do you avoid conflict of interest without JH recusing himself as YPB's lead manager in any negotiations with JFHH P/L and Bimm Corporation?
If I was a shareholder, I would be disgusted at this blatant rip-off. If, as a shareholder and just as disgusted, I implore you to make your views known to the ASX. You can do this by emailing to [email protected]. You have my consent to refer to/use any of the comments I have made above.
YPB Price at posting:
0.2¢ Sentiment: Sell Disclosure: Not Held
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