intel,I posted a great deal about ASOF, (or is it Springtree?),...

intel,

I posted a great deal about ASOF, (or is it Springtree?), when they first came on the scene with their bizaar demands for what was otherwise a private transaction with them buying secured notes off-market. I showed why I believed ASOF was nothing more than a facade and why this might not be good news for MST shareholders.

I suggested that if ASOF (or whoever) really wanted to see MST succeed when buying secured debt with no obligation to convert it to equity or inject real working capital was unlikely to help MST at all. Buying secured debt alone was a pretty tell tale sign of what the play was about but they managed to extract significant changes to the conversion price in the process to enhance the value of what they were buying privately.

I offered the opinion that ASOF would have known that they were potentially signing the death warrant when they seemed to find some obscure legal loophole and demanded their loan back from MST whilst seeming to keep all the free equity that they got as a "transaction fee". Its anybodys guess as to how much of this free stock they offloaded into the market.

I dared to suggest that the carrot that ASOF was tangling for the rights issue participation by average shareholders was frought with danger and I noted a little later than an interest payment was made to secured notes holders (read ASOF) only weeks immediately prior to the company going into administration. Yes, who walked about their shareholders rights issue funds?

Anybody in their right mind would have been dubious of this odd, Luxinvest mob, the controllers of which seemed even more obscure than ASOF. Who were they? We will likely never know, any more than we will know what the legal breach was that forced MST to hand back most of their cash to ASOF whilst also paying their legal fees in the bargain !

I can't say for sure that ASOF or whoever they really are had wanted administration from the outset but I did get shot down many times for talking of the last milking of the cow before they put it down. I do however believe that each and every action taken looks suspiciously like something that you wouldn't do if you really wanted to save a company.

What I find staggering is that we have the Phillipino fiasco, the ASOF incursion and finally the Luxemburg limbo in relatively short succession. In all three instances supposed agreements to provide funds for working capital simply failed to materialise despite significant expense to the company and its shareholders. In not one of these instances have shareholders been given a satisfactory explnation as to what happened to the money. Philipino funds transfer simply never arrived, ASOF demanded money back supposedly because of a technichal breach by MST, Luxinvest well thats anybodys guess.

So what about these agreements? What investigation ever took place into who these people really were or how they could simply walk away from an agreement? Yet here we are being told thats its all okay because we might be lucky and get 5% of bugger all. We therefore should be happy to have our rights to a vote taken from us because ASOF is of course acting in out best interests and we have no right to doubt it! Once again the carrot is tangled in front of shareholders with the not so subtly veiled threat that if we don't simply roll over we will get nothing.

I suspect that rather than talking about potentially being sucked into putting money money into what now is largely a private company the best chance of anybody seeing any money might be to demand access to documents about these three deals and find out what if any recource shareholders may have against any of these parties. Two in particular seem to have breached agreements, the last of which would appear to have resulted in administration and significant loss to shareholders.

Was there a legitimate get-out clause or did they simply reneg?

Is there legal recourse for damages? What will ASOF really do if shareholders tell them where to go?

It would seem to me that ASOF might actually have the most to lose if it goes to liquidation and therefore might just want to rethink if they can't railroad this through.

As for the specifics of your question Intel, it would appear that ASOF are happy to end up with approx 95% of the company out of this manouver. Not bad given that they have done little more than invest in some bad debt being sold cheap. If they get shareholders to agree, or bypass shareholders legally as is the current stated intent, then they have the bounty. Who needs a liquidator if you control over 95%? Liquidation is the threat. ASOF can win without going that path I suspect. Besides, they can't buy the 100mil+ in accumulated tax losses from the liquidator can they? Now ask, what is the real bounty?