PET (ASX) Ann: Notice of Extraordinary General Meeting/Proxy Form

Originally posted by Shortblack: ↑

If the resolution for the asset sale is voted down, the board will appoint voluntary administrators, chosen by them, who will not investigate or uncover anything. The administrators will add further time and cost to the winding up and the assets will be sold for even less than what is being offered under the sales agreement, which will be immediately voided.
Even though shareholders are only being offered a pittance, it is the best deal they are going to get out of this.

If shareholders believe that the company should not be wound up and decide to vote in a third non-independent BOD, the company will still be de-listed.
The proposer(s) of these resolutions have not given any explanation of how they plan to get the company out of ASX suspension & avoid de-listing (which would involve proving ongoing liquidity), or what their plans are for the company moving forward except for some generic statements about past relationships & moving back to China. And they don't address the issue of criminal prosecutions against the company. They haven't even put their name to the proposal !

2 of the 3 proposed new BOD sold their large shareholdings in PET at huge losses (I assume they want some money back).
2 of the 3 proposed new BOD have had major shareholding/directorships together in other ASX companies that ended badly for small shareholders.
1 of the 3 proposed new BOD is a spruiker of companies that the other 2 have been involved with.

There is a chance the company will be converted to a private company. There is a chance the company could just sit as an unlisted company that is non-transparent & does nothing but hold onto cash.

Whatever they real plans are, it does't involve any benefit to small shareholders.

Also the longer the company survives, the higher the chances of criminal prosections against the company entity being commenced.
Winding up the company however, does not let the directors off the hook.

Directors’ duties: when personal liability is favoured overcorporate liability
Making a determination of corporate criminal liability is not asimple matter. Another of many factors to be considered are the duties imposedon company directors. In most cases, directors are the ‘directing mind andembodiment’ of a company. So it would follow, according to the test in Brilley, that companies would be liable for the actions of their directors. However, those directors are bound to directors’ duties, which are a series of obligations set out by the Corporations Act. Contravention of directors’ duties carries personal liability for directors. If a company engages in a criminal act by virtue of a director’s decision, the director may be personally liable if that decision was made in breach of his or her duties.
The punishments imposed for breaches in directors’ duties vary.In cases of serious criminal conduct performed in breach of directors’ duties,a director may face significant fines or even imprisonment. Another possiblesanction is a restriction on future company directorship. Usually, though, suchrestrictions are not ordered by the Court. Instead, they are ordered by ASIC,the corporate regulator. ASIC is generally engaged to investigate and addresscorporate misconduct, rather than criminality. However, ASIC can prosecute somecriminal charges, or direct them to the Commonwealth DPP.

I fully expect, at some stage, they will be prosecuted by ASIC and perhaps referred for criminal prosectution by the DPP.
The class action lawsuit will push ASIC to move.

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The fact that the proposed directors do not currently hold shares in PET is a major concern of mine. From their biographies in Annexure A:

"Mr Bart was a long term shareholder inthe Company and has a good understanding of the
Company and its importance in theglobal need to control algal infestations"
And:
"Mr Newing was, until recently, along-term shareholder in the Company and has analysed and
published many reports on the Company.He has visited and inspected the Company’s
Chinese facilities."
My view is that, they will at some point want to raise capital and will probably do so by firstly consolidating existing shares, thereby reducing existing shareholder equity to an almost insignificant level. Freedman is the only shareholder that could influence this but, once delisted, he could sell privately prior to such an event ( assuming he would be in contact with the new board) to recoup some of his asset and we wouldn't know.
So I can't see that I have much equity left to save under the new board, and I had a significant holding. I asked Graeme Newing this very point but did not get a satisfactory answer.