I have taken exception to Resolution 4 in the announcement above...

I have taken exception to Resolution 4 in the announcement above giving 8% of the IP to the Chair by way of IP being held in another company 92% owned by us, and 8% by the Chair and written to the Secretary asking that it be withdrawn.
My argument is:
1. The explanatory notes do not present a full and fair explanation of the cost of the proposal and is a material omission.
(a) The value of IP and therefore the cost of losing 8% of it to the Chair was assessed by Hayes Knight at an unstated date but sometime before end of June. At that time they said none of the IP transferring to CMI was commercialised, except for SPAP which was not in commercial volumes. Therefore, the current value is materially understated given the announcements after 30 June.
(b) There is no advice to shareholders on the negative impact of the company owning only 92% of its IP. Strategically such IP ownership is seriously flawed. Further, it will be an impediment and cost to shareholders far greater than the 8% in the future. For example, if a sale of some or part of the company is proposed, it will require a separate negotiation with the Chair re his 8% of the IP and is a position he only can benefit from. Alternatively, the acquirer would need to accept not owning 100% of IP, which is at best a complication and at worst an insurmountable obstacle.
2. The "rules"for the incentive plan are for only technology which is commercialised is to be transferred. As mentioned above, according to the Hayes Knight report the Board commissioned, only SPAP is commercial and even that not in commercial quantities, yet the Board is proposing to transfer far more IP than that. A material error in my opinion.

Feel free to take up the cause directly as well!


On a happier front, if one were cynical (who me?), you could take the view that this is being acted an now because it will be a far bigger hurdle to pass in future. That is, a significant value upgrade is coming which would make the assessed cost of this move in a year or two time unacceptable to shareholders.

This is the sort of stuff you get when the Board has only one Independent Member and his independence needs a narrow definition of the word to be classified that way in my opinion.