Suspend Trade of Rap Shares

PETITION THE ASX TO SUSPEND TRADE IN RESAPP
We shareholders in ResApp understand Pfizer can only acquire ResApp through a scheme of arrangement if there is a successful YES vote at the forthcoming shareholder meeting and subsequent court approval is granted for the implementation of the scheme sought by the target company ResApp.
Currently we shareholders believe Pfizer does not have the numbers to succeed in effecting a YES vote, but recent trading on the market in ResApp shares should give us cause for great concern that this balance may not be maintained. We need to ensure the balance of share ownership remains in favour of retail shareholders, most of whom we assume will vote NO to the proposed Scheme of arrangement. One certain way of ensuring this balance remains in our favour is to be proactive and have trade in ResApp shares suspended as soon as possible. I propose that we immediately PETITION THE ASX TO SUSPEND TRADE IN RESAPP. I believe this suspension in the trade of RAP needs to remain in place until the conclusion of the shareholder meeting which will establish and resolve the issue of ownership of ResApp, at least for the immediate future. Given that our Board of Directors has effectively been captured by Pfizer, we cannot expect the Board to initiate a request for suspension in Rap shares. We shareholders need to be proactive and initiate suspension of trade in RAP shares by alerting the ASX to our concerns with a cover letter and a petition.
In the ASX rules, under the heading, SUSPENSION NOT AT THE ENTITIES REQUEST, Rule 17.3 states that the ASX may suspend an entity’s shares 17.3.2 “to prevent a disorderly or uninformed market.”
We are most definitely dealing with a disorderly and uninformed market.
Pfizer’s use of a Scheme of arrangement as the instrument to effect the acquisition of Rap was outside the ambit of the instrument’s intended legal use. A scheme’s use is intended for when a target company is in financial stress. ResApp was not and is not in financial stress. It has a long and proven history of successful capital raisings whenever it has turned to the market. ResApp has never been unsuccessful in raising capital and there is no precedent to suggest it would have been unsuccessful if the need to raise further capital arose in the future. So the use of a Scheme of Arrangement was disorderly.

The structure of the Scheme of Arrangement (a scheme that should not even be in use), is disorderly. It was presented to the market as a dual announcement. The scheme is inappropriately entangled with a licencing agreement for an instant Covid 19 test still in the early stage of development. The licencing agreement had financial inducements attached to facilitate the development of the test. Both deals should have been presented to the market in separate, mutually exclusive announcements. Instead, the successful implementation of the scheme of arrangement is contingent on the fulfillment of conditions contained within the licencing agreement, and these conditions directly dictate the behaviour of ResApp’s board. As such ResApp’s board of directors has been captured by Pfizer and must behave the way Pfizer dictates. To paint the picture, so to speak, I can liken it to the way the Guptas captured President Zuma and the South African State. Pfizer has effectively taken over the running of a company IT DOES NOT OWN. Many shareholders would rightfully and understandably argue this is having a detrimental effect on how ResApp is being run, and hence on their legitimate interests. “How so?”, it could be asked. Point 3 is an example.

Pfizer initially presented the Scheme of Arrangement with the terms clearly stated within, including a price it was willing to offer for each ResApp share, that being 11.5 cents. There was no mention of a requirement of a Confirmation of Data test of the Covid 19 performance figures by an independent statistician for the scheme’s fulfillment or for the licencing agreement to stand and remain. Then, as a requirement for any scheme of arrangement to pass, an independent valuation had to be given, and was given, and that valuation determined that the offer did not represent fair and reasonable value to the shareholders. That should have rendered the scheme null and void, while leaving the licencing agreement, which should not have been entangled with the terms of the scheme in the first place, to stand and remain. But instead of being rendered null and void, Pfizer, because they effectively control Resapp through the terms of the licencing agreement, unilaterally amended the terms of the scheme, by introducing the Confirmation of Data test.
Now this is a very important feature of ResApp’s technology that the ASX needs to understand. The Covid 19 Rap test is a learning algorithm that is in the process of being developed and trained over a period of months. Pfizer knows this. Pfizer also knows that the figures that a learning algorithm provides in, let us say week two of its development will not be as sufficiently accurate as the figures presented in, let us say week ten of the learning algorithm’s development. So what does Pfizer do? Pfizer links a revised double-barrelled offer to its revised merger scheme. The parameters of the offer are such that if the confirmation data performance figures are below a published stated level, Pfizer can pitch its actual revised offer at the lower figure of 14 cents rather than 21 cents. The rub is that, as Pfizer is in effective control of ResApp, Pfizer dictates the timetable of ResApp’s corporate behaviour. Pfizer insisted on the confirmation data test being held so early in the development stage of the Covid 19 learning algorithm that the algorithm had not the slightest chance at all of passing the test. Pfizer knew, or at least suspected this would happen. That is why it insisted on the confirmation date test and set its parameters. What the market has been given is a cynical distortion of the capability of the technology. Subsequent to the release of the figures, the RAP share price plunged, and no doubt some shareholders who would have voted NO to the scheme instead sold their shareholding out of being panicked by a trick by Pfizer.
Not only is this disorderly, but it is a manipulation of the market that is way out of order.

Now to address the idea that the ASX may suspend Rap’s shares from trading because the market is uninformed.
One merely needs to look at the statistical anomaly of ResApp’s company announcements to the market. In the roughly three months leading up to the announcement of the merger proposal with Pfizer, ResApp made around fifteen announcements of which about four were market sensitive. These included a deal with the NHS, a distribution deal with a U.S based medical device distributor and a patent awarded by China. In the three months following the announcement of the merger proposal there have been NO ANNOUNCEMENTS TO THE MARKET OF THIS CALIBRE OR NATURE AT ALL that relate to SmartCough dx or SleepCheck. Yes the market is being kept uninformed and an investor would have to be incredibly gullible to believe the disappearance of announcements other than those relating to the Covid 19 licencing agreement or to the scheme of arrangement has nothing to do with the controlling presence of Pfizer in the ResApp boardroom. This absence of information has had the effect of keeping the ResApp share price suppressed, which in turn has made shareholders who otherwise would not have sold their shares, lose patience and sell their holding. To reiterate, the shareholders may well have been about to vote NO to the proposed scheme, but have sold and so can no longer vote and this is to Pfizer’s unfair advantage. And back to the point of Pfizer’s presence in the ResApp boardroom, another example of the market being kept uninformed is that…
It is well established that Pfizer was present in the ResApp boardroom from as early as December 2021, something of which shareholders were kept uninformed. We shareholders were well and truly ambushed.
Fellow ResApp shareholders, I would like to know if any of you agree with me that there are enough reasons for us to approach the ASX as a group of concerned shareholders to request the trade in RAP shares be SUSPENDED until the issue of ownership of ResApp is resolved at the shareholder meeting. As a suggestion, look at AVZ and how trade in their shares was suspended the moment there was a claim, spurious as it is, that cast doubt on the percentage of ownership. Terrible Tadpole, Taurean 7, Portsmouth, DHM, CosmoClarke, Maria 124, Red Bar etc, all you hot copper posters who think and write more concisely than I do, feel free to amend and adapt and add to and redraft this posting if and where you see it fit and appropriate. In short, and as I see it, it is only An immediate SUSPENSION IN THE TRADE OF RESAPP SHARES that can really guarantee we do not lose possession of our company due to a “disorderly or uninformed” and, dare I say it, manipulated market.