Why is BPG in suspension and When Will It End?

Hi All,

This question has come up a few times across multiple threads – so I though it merits its own thread, and worth a comprehensive review of the Voluntary Suspension for existing and prospective investors.

First – Why are we in Voluntary Suspension? (Skip this if you’re already aware)




According to the BPG announcement on 22 December 2017 (Above)





Listing Rule 17.2
Listing Rule 17.2 just states that the ASX can suspend an entity (BPG) from trading, if the entity (BPG) requests this and provides the mentioned bullet-point information.
Source: https://www.asx.com.au/documents/rules/Chapter17.pdf

Next have a read of @Neil1959 ‘s post around ASX Listing Rule 11.1 “Back-Door Listings”



https://hotcopper.com.au/threads/an...ial-quotation.3929249/page-5?post_id=29835143
and this post:
https://hotcopper.com.au/threads/an...al-quotation.3929249/page-25?post_id=29840018

Then, the further AXS Listing Rule 11.1.2




This rule basically says that if BPG believe they have changed the nature and scale of activities (read: BPG becoming a Crypto Exchange company as opposed it’s previous distribution activities), then the ASX may require BPG Shareholder approval. (Shareholders never voted on this “Change in Business Activities”).

At the end of this Rule – it is crossed referenced with ASX Listing Rule 11.2



This just states that if BPG actually gave up its previous Business Activities (Read: Stopped being a Distribution Company altogether), Shareholders would need to vote. So the ASX is just covering all scenarios here.
This is cross referenced with ASX Listing Rule 12.3:



This states that if BPG held more than half of their assets in Cash / or easily convertible to cash, the ASX could suspend BPG. Not insignificant IMO – at the time of suspension, BPG’s held a significant portion of assets in SoarCoin crypto currency. The value of the SoarCoin was increasing which roughly = around AUD $9Mil at the time I believe. BPG no longer hold that SoarCoin as we would all know.
Source: https://www.asx.com.au/documents/rules/Chapter12.pdf

Returning to Listing Rule 11.1.3



This basically advises, that if BPG make a significant transaction (sign a contract / make a deal etc), then that transaction has to be considered as if the entity were getting listed (Chapter 1 - Admission) onto the ASX via (Chapter 2 – Quotation) – I read this as IPO, and hence @Neil1959 ‘s reference to “Back-Door Listing”
Source: https://www.asx.com.au/documents/rules/Chapter11.pdf

This is cross referenced with ASX Listing Rule 3.1:



Which just advises that BPG need to keep Shareholders immediately aware of material information.
Source: https://www.asx.com.au/documents/rules/Chapter03.pdf


OK... How will Voluntary Suspension End?

ASX Guidance Note 16 provides information on what BPG must do to end Voluntary Suspension:
Source: https://www.asx.com.au/documents/rules/gn16_trading_halts.pdf



So this tells us, that the ASX will automatically remove the suspension once BPG make an announcement.
IMO – this means that BPG can make an announcement to satisfy the removal of the Voluntary Suspension at any time (8:30am – 7:30pm ASX trading hours). Important as we may not (and IMO, probably not) get advance notice of the suspension removal.

What information needs to be provided to fulfil BPG’s removal of Voluntary Suspension, is the “...the entity makes the announcement about the event it said it would result in the lifting of the suspension...”

Further, the process for requesting the Voluntary Suspension by BPG would have needed to fulfil the following ASX Requirements:






Personally I don’t believe BPG have met all of these requirements in their announcement, if we refer to the original request (see first picture in this post) specifically:

- How long BPG expects the suspension to last;
- The event BPG expects to happen that will end the suspension;
- That BPG is not aware of any reason why its securities should not be suspended
- (any other information).



I appreciate @Raggertooth has already requested information from BPG regarding when Voluntary Suspension will be removed, but I intend to follow up and request that they provide this additional information to supplement the original Announcement.

OK… finally… When will Voluntary Suspension End?

First – I will refer to my previous “Best Guess” post and explanation – Dated 09 Jan (estimation 6-12 weeks from that date).
https://hotcopper.com.au/threads/an...al-quotation.3929249/page-79?post_id=30157565



Given we are almost 3 weeks past this post, My guess is now

>>>> Mid to Late April <<<< – here’s why:

The major change since this guess, is that BPG have ceased working with Soarlabs and have engaged Noetic Synergy as a replacement (likely this had been in the making for a few months prior to the 10 Jan announcement).

1. How does this affect the Voluntary suspension?
2. (IMO) Without further information regarding BPG’s contract with Noetic Synergy, we have to assume the existing reasons for being in Voluntary Suspension remain the same as they were with the SoarLabs contract.

I.e. ASX Listing Rule 11.1.2 and ASX Listing Rule 11.1.3.

IMO – BPG would be a bit mindless if the contract with Noetic Synergy raised concerns with ASX Listing Rule 11.1.3 (Read: “Back Door Listing”); what I mean by this is BPG would be making the same mistake again if the contract with Noetic Synergy could be interpreted as a way for Noetic Synergy to gain ASX listing status without the IPO. I therefore believe (and it sounds like) that BPG are not giving Noetic Synergy a substantial holding of its subsidiary BPPL (as per the SoarLabs deal).

If this is the case, then, IMO, BPG should only be in Voluntary Suspension for ASX Listing Rule 11.1.2 (Change in Business Activities [without shareholder approval]).

I still believe that Shareholders will need to vote on this, via an extraordinary AGM. I also believe this vote/AGM will (or should) timely align with when we may expect the Crypto Currency exchange to be close-to, “Ready”. I, personally, believe we’re more likely looking at May/June time for a fully operational exchange, but hope BPG/Noetic have something before then – a ‘Minimum Viable Product’, to release so BPG can start realising some rewards as soon as possible.
My only downside with this scenario is that we Shareholders won’t get to enjoy a steady Share Price increase over the next few months with the news flow around the Crypto Exchange, but a rapid incline once we come out of Voluntary Suspension.

Sorry for the long post here.

As said before:
All of the above is a complete guess, speculation, etc,
Please do not take this for anything more than just a complete guess what is/will happne - I’m sure there is more that we don’t know going on behind closed doors.
All IMO and please DYOR!!

I’ll keep you informed if I hear anything from BPG.

Cheers
MSN

PS. My Sentiment here is "Hold" because until VS is removed, we've got no other choice!