I got this email. Not sure if anyone else has seen this?
DearShareholder,
We arewriting to you as concerned shareholders of Beam Communications HoldingsLimited (BCC). We are David Stewart and Carl Hung, and we know the Beambusiness more intimately than most.
David isthe largest shareholder in BCC and has invested more in the company than anyother single shareholder. He was a Non-Executive Director (NED) of the companyfrom 2017 to 2022. Carl is the 3rd largest shareholder in BCC andalso served on the Board of Directors between 2013 and 2020.
We believethe proposed actions of the current Board, including indiscriminate costcutting, will destroy shareholder value and we are voting AGAINSTall resolutions (except for the auditors) put forward at the upcoming AGM. Thepurpose of this letter is to explain our reasons why, in the hope you can makeyour own informed decision should you choose to vote.
We notethat it is our understanding that the statements in the Notice of Meeting forthe AGM that “the directors recommend” that shareholders vote in favour of there-appointment of Simon Wallace and Peter Kopanidis are no longer factuallycorrect, as Beam’s Managing Director (MD), Michael Capocchi, has indicated tous that he will vote against the reappointment resolutions.
The resultof the arbitration process was a shock to us. While finger pointing andrecriminations at this point won’t improve the situation, our immediateconcerns are three-fold:
- Maximising the payment to Beam from the sale of ZOLEO Inc.,
- Protecting and ensuring the sustainability of cashflows from Beam’s other businesses,
- Prioritising the return of funds to shareholders from the sale of Beam’s share in ZOLEO Inc. and other income streams (as opposed to being used for working capital or to pursue growth-for-growth’s sake projects) where practical, while ensuring Beam can operate as a going concern.
AlarmingC-level updates and CTO resignation
It isapparent to us that current Managing Director (MD), Michael Capocchi, is bestsuited to meet the above objectives. We strongly disagree with the decision toterminate his contract
The issuesarising from the disengagement from ZOLEO Inc are complex and it is essentialthat Michael is retained as MD and motivated to deliver the best outcomepossible for Beam. The difference between a good outcome and a poor outcomecould be several million dollars.
Further, itis our belief that the process of valuing ZOLEO Inc., stabilising Beam’s otherbusinesses and planning Beam’s future direction will extend beyond Michael’snotice period, which currently expires on 30 July 2025, especially given thelengthy disruption from the upcoming holiday season.
A recentconversation with the Chairman, Simon Wallace, has indicated that the companyhas not yet started looking for a new MD. This, coupled with a lack of propersuccession planning in the business and the strong disagreements within theBoard, has the potential for BCC to lose the support of its partners,suppliers and customers, resulting in disruption to the business and apotential loss of revenue.
Separately,we met with Beam’s Chief Technology Officer, William Christie, who told us hehas resigned from Beam, citing concerns about the upcoming departure of Michaeland the future direction of the company.
We put thisconcern to current NED Peter Kopanidis in a recent call, and his reply wasconcerning. Peter said he “hoped” William had done his job in ensuring there’sproper succession planning. We know there is no one else at Beam that’squalified to replace William.
Alarmingly,we don’t know if other key personnel are planning on leaving the business. In amicrocap company, it’s difficult to always have a pool of talent to readilyreplace key staff. We feel this is something Peter may not have necessarilygrasped as his experience is in large and better resourced companies.
Lack ofshareholding investment by current Board members
What isperhaps the most concerning aspect of our current situation is that Beam’s NEDsown insignificant number of shares in our company. Based on Beam’s 2024 annualreport and the current share price, Peter owns around $5,000 of shares andSimon owns around $30,000.
It is ourfirm belief that shareholders will be better served by a Board with much moreskin in the game – ensuring the alignment of interests, particularly inprioritising returns to shareholders.
No realplan on how to maximise shareholder value
Whenspeaking with Simon and Peter, they have been unable to articulate any realplan to help Beam maximise value for shareholders. They speak of the need forcost cutting, which we agree with, but there’s no actual plan beyond cuttingheadcount. There is no consideration on how to sustain the business goingforward.
Followingthe staff redundancies and upcoming departures, one would reasonably expectthat the NEDs, especially the Chairman, would address employees to communicatea plan that projects confidence, but based on our enquiries, we believe thatthe NEDs have not made any effort to reassure employees.
IsBeam’s Board out-of-touch?
While theNEDs claim to be acting in the best interests of shareholders, they haverefused to take our suggestions into consideration. Additionally, they havemade it more difficult for us to exercise our shareholder rights to communicatewith you on our concerns.
Theresponse time for a shareholder request for the contact details of fellowshareholders is typically 24-48 hours, and this list is usually sent via email.
Beam’s NEDsdeliberately delayed the release of the requested information, taking themaximum seven days as allowed for by the Corporations Act, and they insistedthat the information be put on a USB key, forcing Carl (who is based overseas)to ask his friend’s 80-year-old parents to drive over an hour to pick this upon his behalf.
We questionthe Board’s motivation in making these decisions.
Urgentneed for Board members with relevant experience
Beam willbenefit from a Board with more entrepreneurial experience in building, turningaround and running small companies, as opposed to careers that focus on muchlarger and better resourced companies.
This is whywe will be requesting to join the Board after the AGM and are willing to workfor free to protect shareholder interests. It is our belief that arefreshed Board, with us as NEDs, will be able to amicably renegotiateMichael’s contract on a rolling basis with the aim of transitioning to a new MDafter the completion of the sale of ZOLEO Inc, as needed.
We urge youto exercise your right to vote and we hope you will consider standing with usin voting “Against” all resolutions (except for the auditors). You canuse the following link to cast your vote or change your vote: https://www.beamcommunications.com/document/764-proxy-voting-form-2024 or directly at https://investorcentre.linkgroup.com/.
Carl isalso available to speak to each of you prior to the AGM, should you wish tovoice your opinion or learn more about the priorities needed for BCC. You cancontact him at [email protected].
BestRegards,
DavidStewart and Carl Hung
(20min delay)