Misconduct Issuer
Mr Lachlan Morley
Adviser, Listings Compliance, ASX, (Sydney)
TAKEOVERS PANEL and the INDEPENDENT EXPERT REPORT.
As the Misconduct Issuer knows I raised concerns about the takeover of Genex Power Ltd by J - Power Ltd in emails dated 10 and 11 April.
I attached a file titled:- K2H - KIDSTON/CRAVEN Board of Directors and Goldman Sachs - CONFLICTS concerning INTERESTS and OBLIGATIONS.
Despite highly questionable aspects of the negotiations between Kidston/Craven and J - Power the resultant NBIO has morphed into a binding Transaction Implementation Deed (TID); (12 April 2024 ASX Announcement).
The ASX is aware that the Genex Power Ltd Board, upon which there is a J - Power member, has, over an extended period, failed to provide substantial amounts of important information to the ASX and GNX shareholders?
I now wish to raise with the ASX a specific concern about the consequences of the lack of information provided to the ASX and GNX shareholders by the Kidston/Craven IBC.
It seems there may well have been a strategy to restrict the flow of information to keep down the volume weighted average price (VWAP), for some six months?
The withholding of information about the Boulderscome Battery is clear cut and likely had an impact upon the 1 - month VWAP of Genex shares; 17.6 cents.
Revelations about the Bouldersome Battery, still outstanding, very likely would have significantly lifted the VWAP for that period.
In general terms, re the withholding of information, I refer to the K2H, Boulderscome Battery, Kidston Solar Stage 1, Kidston Solar Stage 2 and the K3W, (in which J - Power have a 50% interest).
Most importantly is the lack of information provided about the financial consequences which will flow from the completion/energization of K2H; the Kidston Pumped Hydro Project.
Even in the ASX Announcement dated 12 April, “Genex enters into binding Transaction Implementation Deed with J-POWER”, released by the Genex IBC, no information was provided about the concessional loan from the Northern Australia Infrastructure Facility, (NAIF). Is it to be paid out by J - Power? The CEO, Mr Craig Doyle, has not revealed the requested information.
GNX shareholders do not know the terms and conditions of the NAIF loan, (interest rate and repayment period), and therefore do not know the repayments due after the K2H project is completed/energized. Kidston/Craven, in their roles on the Genex Power Limited Board and the Genx IBC, have chosen to continue restricting information. This begs the question; is the withholding of information in their own interests or those of GNX shareholders at large?
The paucity of information could suggest some insider collusion between directors; those wanting to cash out their GNX shares and the one wanting to have the company he represents, J - Power, pay as little as possible; well below fair and reasonable SHAREHOLDER VALUE?
This history of strategic non-disclosure bodes poorly for the outcome from an investigation of the J _ Power offer by an “Independent Expert”, (Independent Expert Report), to be appointed under the Deed.
The Transaction Implementation Deed (TID) fails to spell out how and by whom the Independent Expert will be appointed. (GNX shareholders have seen how the Kidston/Craven Board appointed the same financial adviser it did in the Skip Capital/Genex takeover plot, Goldman Sachs).
Can GNX shareholders have confidence in the Independent Expert when there exists this history of non-disclosure of critical information to the ASX and GNX shareholders, to which J - Power’s nominee to the Genex Board has been a party?
It begs the question of what factual information Goldman Sachs has produced or been provided with by Kidston/Craven and why such information has been kept from GNX shareholders?
Will the ASX investigate the manipulation of the flow of information to the ASX and GNX shareholders from the Genex Board and the impact that may have had upon the VWAP’s, used by J _ Power, over an extended period
Will the ASX investigate the pattern of non-disclosure that led up to the NBIO from J _ Power?
Given the dubious circumstances surrounding the Genex/J - Power negotiations will the ASX take appropriate action (s) to have the Takeovers Panel review the findings of the Independent Expert Report.
Yours sincerely
HLP
c.c.
Catherine Strong
Morrow Sodali
Craig Doyle
CEO
NAIF
Dr Ralph Craven
Chairman
Genex Power Ltd
Ana Gomiero
General Counsel
Gerard Dooley
Partner
MinterEllison
Andrew Macdonald
AFR
Giles Parkinson
Editor
RenewEconomy
