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22/03/19
00:56
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Originally posted by pe981
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I am led to believe that someone from FMS may monitor HC threads so thought it might be best to post this here as a best chance of reaching our CEO:-
Dear David
I refer to FMS announcement of 13/3/19 advising that FMS have received Notices under section 249D of the Corporations Act and would consider those notices and take appropriate action in relation to them and the FMS announcement of 19/3/19 advising the Company has reviewed the notices and considers it is required to convene a general meeting of shareholders to vote on the Resolutions.
In the announcement of 19/3/19 you also advise that TIO NZ intend voting against the proposed resolutions so they will not be passed (your underscore) and I am curious as to how these matters have been assessed. I understand that notices have not yet issued and there are no formal avenues of voting. I can only presume TIO NZ’s “intention” to vote against is based on an early reaction to the resolutions without considering any reasons for the resolutions.
I understand that a voting “intention” is not binding and can be subject to change so I presume you meant to say - “...…..if TIO NZ vote as currently intended the resolutions will not pass” ?
(I certainly have a specific voting intention in mind however am always open to information and always reserve the right to change my mind prior to formally voting!)
I can only presume the Directors of TIO NZ would be prepared to assess any resolutions put forward and consider fully their reasons before casting a formal vote.
I appreciate that TIO NZ and their associated family Companies like to operate in a private environment, however now that they have provided some very clear early advice of intentions, perhaps they and yourself can clarify a couple of things:-
1 – What information on the proposed resolutions were provided to TIO NZ for them to consider prior to them advising you of their intentions.
2 – Why do they intend to vote against the resolutions which implies they will not support a resolution that potentially is supported by in excess of 40% of the share register (This appears to fly in the face of the Corporations Act – Perhaps not legally, certainly not in its spirit)
3 – Can TIO NZ advise why their subsidiary PIO Mines is prepared to loan FMS an unsecured loan of in excess of $30m. I am most interested in what information PIO might have that mitigates the constant warnings provided by our Directors on the uncertainty of this project and the financial health of the Company.
4 – Can the FMS Directors please release information how they have justified entering into an agreement with PIO to borrow $30m plus while also emphasizing a warning of the financial health of the Company.
5 – Can you please advise why the cost of calling a general meeting for the purpose of voting on the proposed resolutions are a concern however committing FMS to a large commercial loan which they cannot service is deemed fine.
6 – Noting the concern for current expenses can you confirm that FMS have ceased paying BBIG for expensive tenement services when we should be able to organise these activities internally?
David, minority holders are concerned that our rights are being ignored and the fact that our major shareholder appears intent on thwarting any attempt to introduce an Independent Director who may have the support of a large portion of the share register supports those concerns.
I am hopeful that TIO NZ will reconsider their current position and look forward to being able to cast a formal vote once all information and notices are distributed.
Thanks to the Directors of TIO NZ and also yourself in advance for answering the above questions.
Yours Faithfully
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and.....
each of the Resolutions to be put to shareholders are not inter-dependent.
ie, so TIO could vote NO to the resolution to remove the Todd/BBIG directors sitting on FMS board, but vote YES to the appointment of a truly and transparently independent nominee.
Yet FMS claims TIO will vote NO to the non-Todd nominee, despite the fact that TIO has not been provided with any statement by the independent nominee. None has been published as far as I can see.
So WHY would TIO come out and dismiss the resolution for the appointment of non-Todd nominee, before it has had a chance to hear what he has to say??
One would only do that if one had no intention of ever appointing a truly independent non-Todd nominated director.
Keep it all in-house I guess?
In fact, why would FMS board rush to seek TIO's views so soon? Why not wait until the FMS board has heard what Mr Dunstan has to say, before they summarily dismiss his nomination?
Aren't they supposed to be acing for the benefit of ALL shareholders?t
Why just rush towards the arms of only the one majority shareholder?
Why not wait to hear his views?