In the BPH Rights Issue that closed 22/1/18 (ref 1), BPH nominated that “the total funds raised would be reduced by up to a maximum of $166,031 due to offsets against fees owed to the Company to current and former Directors, and loans granted by the Company to Grandbridge Limited”, this was detailed to include (ref 1- see page 12):
Mr David Breeze would take up his entitlements to a maximum of $71,783
Mr Greg Gilbert (a former director) would take up his entitlements to a maximum of $1,923
Mr Tom Fontaine (a former director) would take up his entitlements up to a maximum of $8,767
Grandbridge and Grandbridge Limited’s Entitlements up to a maximum of $83,556
This statement specifically details “former directors” as converting their fees, however the two former directors that currently have claims against BPH for their fees, Mr Goh Hock and Ms Deborah Ambrosini, are not listed as converting their fees (ref 2 and ref 3).
BPH Energy has nominated that there are Director fees owing to both Mr Hock and Ms Ambrosini (ref 4 – see page 56), however the conditions precedent for payment have not occurred. This wording has been highlighted.
Would it not have made sense to utilise this opportunity to settle all or part of the former directors who currently have claims against the company by converting (or converting part) of their agreed debts (director fees) to shares?
By doing this, it would:
Not have had any impact on the cash position of the company
Shown a gesture of goodwill to the former directors and in doing so possibly prevented the need to incur on-going legal fees associated with these claims
Should there have been a concern around the amount of dilution this type of transaction would have caused to the existing shareholders, the current and former directors who did not have claims against the company, could have offered not to convert their loans to take up their entitlements (or paid cash to take them up).
