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Reverse takeover by NZ company??, page-29

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29/01/19

09:53

Post #: 37247141
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Originally posted by Purpose ↑

The announcement put out on the 25th January (friday) provides the strongest evidence to date that the incumbent board is planning a reverse takeover (RTO) of the company if it retains control. All RTO`s have a high probably of severe dilution of existing shareholders.
How would the board benefit by diluting your shares and also their own you may ask.
Quite simply by being the shareholders of the company on the other side of the transaction.

Thats where the MERGER side comes in. The value is transferred from the acquisition by dilution to the Merger side.

In the announcement of 25th January, the `M & A and ASX Listing Plan -2019 states that Pacific Dairies plans `a pre IPO raising` and the` merged company will undertake an IPO capital raising`
An IPO or initial public offering is how new companies are launched on the stock exchange. AYB, now PDF, did this in 2012. Any further raising after a IPO is an FPO I am advised, A follow on Public offering. Why does this board now seek an IPO and not a FPO?
Interestingly the IM of New Zealand Dairy Products clearly states it is undertaking a pre IPO and then a IPO on the Australian Stock exchange in March of 2019. Guess who is undertaking that IPO for NZDP, no other than BlueMount Capital.

BlueMount Capital and Paul Duckett have co -signed the last 2 announcements regarding strategy of Pacific Dairies being 17/12/2018 and 25/1/2019

The pre IPO of NZDP had failed to achieve its aim of just 1 Million US$ by 31 December 2018 according to its own Managing Director Chris Berryman. He confirmed in writing with just hours to go until the deadline and closure of a Convertible Note raise that there was still US$400,000 to be raised to achieve the pre IPO target. The target would enable some raw stock to be purchased (approx $250,000) for future sale, the balance going to costs and set up, e.g a mandate sign on fee and/or other likely on going fees with BlueMount Capital.

NZDP is the company that Paul Duckett stated in the 17 December 2018 announcement would receive $5 million cash from Pacific Dairies and `a Quantum of shares of which is to be finalised`.
Duckett states in the announcement of the 25/1/2019 that NZDP `is a business specialising in consumer dairy products`. NZDP`s own IM timetable states that sales of product are not expected to start until May 2019. It plans to import milk powder from Spain and Holland first as it does not own property or livestock. It has to be shipped to NZ before it can be sold. If this is a profitable enterprise to ship milk power to NZ, then why aren`t other companies doing this?
NZDP was incorporated as a company on 24/11/2017.
The NZDP timetable assumes that the pre IPO and and the IPO will be successful, NZDP is listed on the ASX in March and it raises the capital required. It appears that the first hurdle, a pre IPO was not completed as planned or on time.

Previously NZDP was controlled and directed by a Susan Anthony and a Wenceslaus Anthony. This company was removed from the register on 21/4/2010

In the 17 December announcement Pacific dairies was partnering with Asia Pacific Logistics of Fiji and had entered into a `Heads of Agreement`
No entity of that name could be found as a registered company in Fiji. On the 25th January the partner was now Anthony`s Dairy PTE Ltd.
No entity by that name can be found on the Fijian Companies register.. So in just 5 weeks Pacific dairies has dumped its Fijian partner that it signed a `Heads of Agreement` with and found another partner that appears has not registered as a company as of the date of the announcement .

None of this stuff is made up, its happening right in front of our eyes. The only reason we can see this is because shareholders are fighting to stop their equity being diluted and the incumbent board is being challenged to show it is actually doing something. It has to say something, and what it is saying can now be challenged.

Make up your own mind on the degree of competency and corporate governance that this incumbent board has.
As for the actual delivery of what it its announces, well that requires much more than is being advised to date and history tells a story of announcements made, funds received following those announcements, the majority of those funds going to the board and its employee/s, its associates and advisers and to the brokers that helped them raise the funds in the first place.

Is the above normal and acceptable procedure of Corporate life in Australia?

IMO DYOR

Standing for the board to clean up the mess

Expand

Massive dilution is 100 certain who ever is on the board. If there is a new board it will be no different! You will need a project plus lots of cash you already asked here for donations for your legal team which was really the pot calling the kettle black when you put the current board down so much. Asking for money was extremely low by any standard.
More shares on issue and a consolidation to 20 cents is about 100% certain.

Honestly i think the best option for shareholders is administration. the current board will most certainly fail again anway. Write off your losses properly. I dont see it been relisted if there is a change

PDF Price at posting: 2.9¢ Sentiment: None Disclosure: Not Held
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