PLL General Discussion, page-2018

Paddy, this is my final time explaining the JV, which is an incorporated JV (SYQ) having 2 shareholders (SYA owning 75% equity and PLL owning 25% equity).

Let me assure you as best as I possibly can, that I am not confusing OTA commitments, SYQ BoD votes, or even the Shareholders Agreement that governs the JV. The problem is some investors simply cannot get their mind around how some investments are structured and actually work in practice.

I'll be as collegial as possible - no need to be at war with one another. Lets step outside the box for a moment, and say you (Paddy) have come across a really great business opportunity that you are trying to acquire ... but you just don't have enough capital to buy the business and get it up and running ... you need $4M but only got $3M. So you need a partner. Try as you may, you aren't able to get a partner which is acceptable to the seller. You need a partner that has $1M to invest and is acceptable to the seller of the business.

Along comes me (Aussie), who is far from being a charitable company, who has a spare $1M to invest and is acceptable to seller. So Paddy and Aussie set up a company where Paddy contributes $3M and Aussie contributes $1M and as such their "equity ownership" is established as 75% Paddy and 25% Aussie. When the business needs additional capital it will ask for cash from Paddy and Aussie in that "equity ownership" percentage and when it makes profits and has surplus cash it distributes that cash in that same "equity ownership" percentage.

At this point it all terribly simple and we surely don't disagree. Now Aussie is a shrewd investor. He says to Paddy ... I need protection as a minority shareholder, otherwise whenever a vote on an issue comes along which I don't agree upon, you'll just vote your 75% against my 25% and you'll do as you please. That doesn't work for me. I need some control over my investment. BELEIVE IT OR NOT THIS IS QUITE COMMON IN A JV.

The standard way to protect minority interests in JV's is the "Shareholder Agreement". This is not a part of the incorporated JV company constitution If this is the first time you've heard of such a thing, then my only comment is you may not have been invested in stocks which do JVs ... for sure its common in O&G and in mining (even in tech). So, we put in place a Shareholder Agreement that says our JV requires 80% equity approval for any special resolution outside of the normal operation of the business. As I've explained multiple times here and I believe over on SYA forum also, its straightforward when there is only 2 partners in a JV. You simply set the threshold required at higher than the highest % equity owner

So with 75/25 equity interests structure, IF the percentage of equity required to pass a special resolution was 80%, then SYA with just 75% cannot simply trample over the minority owners by voting its 75% as they fall short of the 80% needed. If PLL agree then 100% of equity is in favor which is above the 80% required

If you had 3 partners, say it was 60/20/20, then if it was still 80% required then the majority partner needs to convince 1 of the 2 minority partners that what they are proposing is in the best interests of the JV equity owners.

These (Shareholder Agreements) are a critical part of any JV.

If you don't believe me, ask SYA BoD, as SYA is an equity participant in SYQ. You see there is a big difference between me as a shareholder in SYA (contrary to the belief of some bigoted posters on the SYA forum) and others than like to piss and moan about things on forums or self aggrandize or just simply be hostile to anyone who doesn't share their narrative or bend to their will, I'm prepared to be active with my investment. MY EXPERIENCE, which is clearly different to yours, suggests to me there is a Shareholder Agreement governing SYQ.

When JB said in the AGM that
"... but like any joint venture, there is super majority and super minority rights to make sure the bigger partner can't wind down the smaller partner in overzealous capital projections and dilute them. There is a structure to that."
that immediately confirmed for me the existence of a Shareholder Agreement for SYQ.

Now I had a series of questions ready to go on the phone during the AGM ... but someone (Elias) in attendance monopolised question time and the moderator (Anthony) and Chairman (JB) must have forgotten how to run a meeting. So I followed up immediately after the AGM, gave my opinion on meeting procedure and then rolled off the questions.

So just like in a court, if you introduce evidence, you then can't avoid questions on that. For me that was made pretty simple ... the references to super minority rights and "structure to that" is one of the primary indications that a Shareholder Agreement is in play. JB fully answered my questions ... shame for the AGM participants that it was not part of the record of the AGM but whose fault was that.

And its posters like the one below ... who just make things up (like where did I say I had a copy and when have I quoted from it). Apparently Ron has been "wronged" so often he has lost all comprehension






The point is, there is a Shareholder Agreement governing SYQ (not just equity/director vote at BoD meeting) and that is undeniable. I/We do not know exactly what it says ... and just like some would say its naive to believe there in no clause in regarding C&M in an OTA, its just as naive to not believe in a Shareholder Agreement governing the JV when you are told there is one.

I put this out there simply to counter the total BS permeated in the SYA forum that SYA can simply decide to place an asset (NAL) of a JV (SYQ) into C&M by some unilateral decision making of their own and touting that would be the end of PLL.

There has been all kinds of stupidly wrong statements made about PLL on the SYA forum (seems to me maybe spend more time looking at SYA than PLL). Things like the OTA, Quality adjustment to ceiling price to be below $900, placement of long lead time orders for Carbonate plant, and on and on we could go,right up to now a call that SYA places NAL onto C&M and administration for PLL.

Please note that in my first response to you I did acknowledge
"Well as you say that is just your intepretation ... not mine or others"
and it did frame your response against what may or may not be addressed in the Shareholder Agreement (like downstream for example).

There really is no need to respond ... especially those that don't hold PLL ... why bother??? (per SYA forum)