The Notice of EGM, 15/5/2018 explicitly discussed this issue:
“Potential effect of the Acquisition on Class B Contingent Share Rights
The Company currently has on issue 148,387,096 Class B Contingent Share Rights, which were issued in connection with the reverse takeover of Alcidion Corporation Pty Ltd by the Company in February 2016. The rights attaching to the Class B Contingent Share Rights are summarised in the prospectus lodged by the Company with the ASX on 7 December 2015.
Under their terms of issue, each Class B Contingent Share Right will be satisfied by the issuance of one ordinary share in the Company upon the Company achieving audited sales revenue of at least A$15 million in a period of 12 consecutive months no later than three years from the date on which the Company’s shares were re-admitted to trading after the reverse takeover of Alcidion Corporation Pty Ltd (being three years from 25 February 2019) (‘Class B Milestone’.Without the Acquisition, it is highly unlikely that the Class B Milestone would be achieved, given that the consolidated revenue of the Company and its controlled entities in calendar year 2017 was approximately A$3.4 million.
There is no certainty that the Acquisition will result in the Class B Milestone being achieved. However, should the Acquisition result in a significant increase in the consolidated revenue of the Company and its controlled entities for the 12 months to 25 February 2019, this would increase the likelihood of the Class B Milestone being met. For these reasons, the ASX has determined that the Company must disregard any votes cast in favour of Resolution 1 by any person who holds Class B Contingent Share Rights (except where the vote is cast as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or the vote is cast by the Chair of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides).”
I discusses this with Ray at the time, and he said he had offered to give up his options so he could vote at the EGM. There was no further mention of this, so I assume there were technical /legal issues with him giving up his options.
ALC Price at posting:
4.3¢ Sentiment: Buy Disclosure: Held
.Without the Acquisition, it is highly unlikely that the Class B Milestone would be achieved, given that the consolidated revenue of the Company and its controlled entities in calendar year 2017 was approximately A$3.4 million.
