VNL 10.7% 15.5¢ vinyl group ltd

Some very good questions. Looks like you have attempted some DD...

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    Some very good questions. Looks like you have attempted some DD but based on your post it appears your understanding of the financial instrument (albiet confusing) deeds are incorrect. I should be able to clear that up which probably means you won't be passing this up anymore!

    Your intepretation of the anti-dilutive clauses is incorrect.
    Page 13 - (paraphrased) - this clause only kicks in for Tranche 2 of the Convertible notes if the issue of securities (or convertible notes) is at a lower price per share than the Conversion Price. In other words, unless a raise is performed under $0.021, this is not defined as a "diluting event" and thus, no further shares are to be issued to Songtradr.
    Page 17 - (paraphrased) - this clause only kicks in for the Options if an issue of Bonus Shares (as defined by the ASX listing rules) is made to "existing shareholders". eg. Shareholders receive a 1:1 bonus in shares, or a pro-rata offering (I presume via SPP).
    To summarise, these concerns are not applicable, the current SP is well above the issue price (the recent raise to Richard White was double the issue price and provided a conservative floor). These clauses are a formality to protect Songtradr in the case that the JXT Board tried to unfairly dilute Songtradr by giving the existing investors an equal opportunity amount of alot more shares. Also, with two strong Songtradr NEDs on our Board I'm almost certain that would never eventuate in any case.

    In relation to the question specifically for me:
    In the NOM and EM dated 25 May 2022
    Page 13 and 18 - Songtradr cannot exercise the options/notes if doing so would breach the takeover rules contained in the Corps Act.
    I myself am not a lawyer (although I have a career background in this field) but based on the definitions of "change of control" on the final page of this document, I believe a "bona-fide takeover" would have needed to be voted for by shareholders and approved by the courts, which means they can't attempt anything dodgy here as it will be observed closely by the courts.
    At the time this document was released, the conversion of the options (which can only be issued upon conversion of the Tranche 2 Loan notes) would have given them bona-fide control, however with the recent Richard White raise, they no longer have that amount. Per Resolution 2, JXT never sought consent from JXT shareholders to give up control to another party, which led me to believe Songtradr never wanted full control long term and was done as a flex against the old management team to change their ways (I also highly doubt Paul Wiltshire has anything close to a controlling interest in Songtradr).

    I also note:
    - another little kick for our fair value upside potential for existing holders in the short/medium term: if a takeover is attempted by another party (ie. a bona fide change of control), all outstanding unexecuted options (and thus, voting rights) are automatically waived (page 19). The document does not specifiy if the vesting conditions apply to the songtradr options or only the director/exec options, however I speculate it applies to both as that would make alot of sense.
    - votes on any future resolutions are disregarded by any holders are receive a material benefit as a result of any future issues (except for the benefit solely of being the holders in JXT, or, associates of those persons. This should further negate your concern of a cheap takeover bid by Songtradr.
    - This is Paul/Songtradr's first serious stake in a listed investment. This means it is also the first investment they hold that is not priced at a discretionary valuation and marked at a very public fair market value. I suspect further success mustered in the JXT SP will reflect highly on the Songtradr Board and enhance sentiment for when they IPO Songtradr, to image themselves as stewards of SP appreciation (so far i'm impressed)

    There's alot to consider and there are elements of speculation but I have tried to remain as factual as possible where appropriate.

    With the transformational journey that has just started (the company is almost unrecognisable compared to 12 months ago) I hope your unjustified concerns have been removed (hopefully entirely!). There is alot to be excited about, the LT holders on this thread have good reason to be excited holding JXT as they have spent the past 12 months building a strong, lean foundation to grow on leading into the upcoming quarters.

 
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