1) Resolutions 1A, 1B, 1C: Given the three directors have only been in place since April in this very small Company with only a small non-controlling interest in an Indian ATM business (as the World moves to digital payments & away from ATMs) with serious weaknesses via exposure to a single significant customer who's commitment to TSI expires in 2022, I am amazed that shareholders are being asked to approve up-front fully vested(??) share awards of $500K to Smedley, $300K to Titman and $200K to Vertello (based on a low share price of 3c - significantly more at higher prices).
I do believe in the award of shares, particularly to executive directors / officers after achievement of published incentive criteria, which vest over a three to five year period to ensure the participants remain engaged. I think the share awards in Res 1A,1B &1C are inappropriately high & without the required structure and vesting rules that shareholders should demand. That said I would be happy if a properly structured share plan be put in place for our Directors.
I will vote no to the above resolutions and hope others will do the same.
Agree 100% with Lazarus65 re Resolutions 2,3 & 4. The extent to which these proposals UNFAIRLY advantage these 3 directors over all other shareholders is outrageous - as follows:
Based on summed current shareholdings of all the Directors of 383,715 - us ordinary shareholders would be entitled to apply for 959,287 shares & attached options - HOWEVER Res 2,3 & 4 allows them to apply for 33,333,333 entitlement shares with 33,333,333 options (totalling an extra 32,374,046 shares and options** for our needy trio). Why? because they didn't buy enough shares in the Company they are the Directors of!!!
** For perspective each 1cent SP increment would earn the Directors an extra $323,740 x 2 = $647,480 on those additional shares and options you will allow them access to by saying yes to Resolutions 2, 3 & 4. It will also significantly further dilute your ownership even if you take up your full entitlement.
These guys are clearly insiders on the TSI buyout & it's potential value. If they see upside they should line up like the rest of us and buy the shares on the market when it becomes legal for them to do-so. As Lazarus65 said - I don't believe they should be granted entitlement benefits beyond what all other shareholders/long term investors have.
BUT WAIT - here comes the kicker... The Director Options!
These guys also get 60Mill 'super' options (20M EACH!!) that can be exercised any time from when they are granted for 4 years. Wow - that's $200K each, for every cent the share price goes above 3.0 cents (not the 4.5 cents we will all have to pay - and we only have three years before ours expire)!
Refer to Section 4.4 of the Prospectus Terms of Director Options
YES THE 60 Million free director options are priced at THREE cents - while all the others are priced 50% more at 4.5 cents for other shareholders. Another special benefit which has the Directors 1.5c x 60Mil = $900K ahead of all others before our options start showing a return.
Please consider the above and read the Prospectus and Proxy form and Notice of Meeting carefully and please make sure your vote counts. We need our Directors to place the interests of shareholders first. I am more than happy that they be handsomely compensated once they deliver shareholder value and prove there worth.
VOR Price at posting:
2.7¢ Sentiment: Hold Disclosure: Held
