Ann: Company Update, page-32

Below my commentary is the history of Neon Energy from the 30 Jan 2018 notice of meeting and below that is what the previous directors said about Indago in the same notice.

Modus operandi in the case of Neon was roughly this

1) Gain control (tick)

2) Affect asset sales (next up)

3) Use company money from asset sale to buy-back (and cancel) shares for "capital management purposes" reducing liquidity with the possibilty of share consolidations to reduce shares on issue and market liquidity even further.

4) Change status of company to ASX listed investment company

5) Use excuse of low liquidity to delist shares from ASX citing "cost considerations" (how ASX and ASIC let all this happen I don't know, its obviously legal).

6) Operate as public unlisted company and buy-back more shares below net tangible asset backing.

We were warned people. Do they care about advancing the Bibra project? Does the funding package matter to them? Do they even care if the funding is in place or not? Is the funding package still in place? They don't mention it under the section entitled "Funding" in the company update announcement. Going on past form all they probably care about is hawking the project around town and selling it to the highest bidder then actioning their modus operandi. When I hypothesised and credited the raiders with returning the proceeds of any asset fire sale through an in species distribution I was likely wrong in my assumption, their means of extraction of value for themselves has in the past been far more convoluted than that. What a ride it would be if they tried this agian here .

Bring on a new requisition meeting. Lets get some mining peolpe back in this company. Esh


"Neon Energy Limited
Similarly, with Neon, a shareholder requisition request was received from substantial shareholder (and Kestell and Pynes associated) Evoworld Corporation (seeking the appointment of, amongst others, Messrs Kestell and Pynes to the Neon board). While those resolutions were not passed, Evoworld made a proportional takeover offer for Neon and a number of directors (including Messrs Kestell and Pynes) were subsequently appointed to the Neon board in late 2014 and early 2015. At the end of Evoworld’s proportional offer (in April 2015), it held 37% of the shares in Neon.
Following the close of Evoworld’s offer, Neon:
• divested its energy interests;
• conducted on-market buy backs for “capital management purposes” (using company funds to acquire shares – which
would decrease liquidity); and
• in early 2016, with shareholder approval, changed the nature of Neon’s activities to an ASX listed investment
company (“in order to maintain its ASX listing and maximise returns to Neon shareholders”.
In late 2016 Neon announced an intention to delist from ASX citing cost considerations and a lack of liquidity which was further compounded by a 1:10 share consolidation in February 2016. The announcement stated that the delisting had the support of Neon’s largest shareholder, Evoworld (who at that time held 41.6%).
Since delisting from ASX, Neon has operated as an unlisted public company and has sought remaining shareholder approval to use company funds to buy-back shares (the last offer was at $0.28 per share which was below the stated net tangible asset backing per share which was reported as $0.4313). Capricorn notes that Neon is now being used by Messrs Kestell and Pynes as their vehicle to make this requisition.
Your Board encourages shareholders to carefully consider the information about the above transactions as set out above, in order that shareholders can make their own informed decisions about the possible intentions of Messrs Pynes and Kestell and/or the Requisitionists’ with respect to Capricorn and the concerns and risks, if any, that the Board has raised.
For further information regarding the above transactions, and others, in which Messrs Kestell and Pynes were previously involved shareholders might also wish to consider the notice of general meeting released by Neon Energy Limited to ASX on 3 October 2014 and in particular pages 13 to 17 of that document3."

"Indago Resources Limited
In relation to Indago, in June 2009 GoldLink (an entity associated with Messrs Kestell and Pynes) served a section 249D requisition (seeking to remove Indago directors) together with a proportional takeover offer (seeking to acquire a mere 10% of those shares not already held by GoldLink). The GoldLink nominee directors were approved by Indago shareholders in August 2009. GoldLink subsequently withdrew its proportional takeover offer also in August. Messrs Kestell and Pynes were appointed to the Indago board (in addition to GoldLink’s other nominees) very shortly thereafter.
In an article dated 2 December 2010 in WA Business News (discussing executive and director remuneration), it was stated (in relation to the financial year ended 30 June 2010) that:
“Few would probably recognise the fourth and fifth highest-paid executives on the list, both of whom pocketed more than $6 million following their ascent to the board, and subsequent restructure, of Perth explorer Indago Resources. Former stockbroker Tim Kestell and former merchant banker Peter Pynes successfully secured board seats at Indago in early 2009, shortly after the one time uranium and base metals explorer had acquired the big Tusker gold project in Tanzania....According to Indago’s annual accounts, Messrs Kestell and Pynes each received just less than $6.05 million for the year, notwithstanding Indago’s negative one-year TSR of 25 per cent”.
As noted, this aggregate compensation (of approximately $12.1 million) resulted in Messrs Kestell and Pynes being ranked as the fourth and fifth highest paid executives in the WA Business News survey in respect of that year. Indago’s market capitalisation at 30 June 2010 was $40.3 million.
Within 8 months of receipt of the section 249D notice, Indago had:
• spun out a Tanzanian gold project by way of an IPO of Tusker Gold (which proposal was not put to Indago shareholders for approval; and the consideration for which went to Indago and not Indago shareholders) – this is despite GoldLink having stated in its bidder’s statement that it intended to develop and retain the company’s key assets2;
• sold the Snowbird and Mid-Continent projects;
• sold the Tanzanian uranium assets; and
• with shareholder approval, changed the nature of Indago’s activities to an ASX listed “alternative investment
company”.
Indago used company funds to undertake on-market share buy backs (which may, the directors stated, decrease liquidity). In a notice of meeting seeking approval for the buy back it was noted that Indago would only buy back shares where they were trading at a discount to the net tangible asset backing per share. In circumstances where there is already low liquidity, further compounded by a 1:10 share consolidation in November 2010, the inevitable result of this is that those seeking an exit would receive a discount to net tangible asset backing, thereby further increasing value to those remaining as shareholders of the company (including entities apparently associated with Messrs Kestell and Pynes).
Indago was delisted from ASX on 29 August 2011 citing a lack of liquidity and cost considerations. After de-listing, remaining shareholders (who could no longer sell on ASX) were asked to approve a share buy-back at a discount to the last reported fully diluted net tangible asset per share of the company."