Intl Min&IN Crp Share Discussion Threads

[stevie blunder] 09/11/2015 16:27

"As part of the arrangements relating to the issuance of the New Bond, the Company's subsidiary Caminex S.A. ("Caminex") irrevocably undertakes, subject to IMIC shareholders' approval, to allow the holders of the New Bond ("New Bondholders") the option to acquire 4,903 shares in Caminex ("Caminex Option") representing 49.5 per cent of the enlarged issued share capital of Caminex, being 9,905 shares, at the nominal value of Central African CFA francs 10,000 per Caminex share. The Caminex Option is exercisable at any time from month 19 after the date of issue of the New Bond up to the maturity date of the New Bond."

Now one CFA franc is 0.1p, so they are selling half of all the assets in Cameroon to the new bond holders for EDIT : £50k ( I got my decimal points mixed up)

Then this:

"The Company has agreed to grant the New Bondholders and the existing bondholders (the bondholders of the bonds stated in Table 1 below, "Existing Bondholders") security over all the Company's shares in Caminex, IMIC's operating subsidiary which holds the Ntem, Nkout and Akonolinga iron ore assets in Cameroon, representing 99.4% of the issued share capital of Caminex."

So the rest of the Caminex shares are at risk if anything goes wrong, that would leave IMIC as an empty shell.

Glad I have written down the value of the Notes!

[irenekent] 09/11/2015 13:21

Of course its unchanged-they're suspended!

[beeezzz] 09/11/2015 13:12

In the small caps world, news that International Mining & Infrastructure Corporation (LON:IMIC) has raised US$22mln through a bond issue has had private investors clicking on the story but has not done anything to the share price, which is unchanged.

[livic1971] 09/11/2015 12:53

Del - I did take it up with the SFO 2.5 years ago and again 6 months ago. They are a pointless entity designed to give a figleaf of regulation to the markets as far as I can tell from their responses. Their initial response was to say not to tell anyone, they were investigating and then they didn't respond to me for 2 years. Their next response was to ignore it. Their next response when I requested a FOI release of the internal correspondence my enquiry generated with them was send this...

"I can confirm that the Serious Fraud Office (SFO) holds a very small amount of information relevant to your request. These emails include a mixture of personal data about SFO staff, and information about your referral. We consider that all of this information is exempt from release under the Freedom of Information Act. The personal data is exempt by section 40 of the Act which relates to personal data. The information about your referral is exempt by section 31 of the same Act. Section 31 relates to information which, if released, would or would be likely to prejudice the prevention or detection of crime, and the apprehension or prosecution of offenders. When this exemption is engaged by information, we are obliged to consider whether the public interest in releasing the information is outweighed by the public interest in maintaining the exemption. In this case we judge that the public interest balance does weigh in favour of maintaining the exemption."

They finally gave an opinion it was OK because 'we' had voted for it. So there is no case yet the correspondence is too sensitive... The reality is they did nothing until pushed by the FOI request. They then did the bare minimum to say there was no problem and covered up how useless they are.

IMHO the vote is an irrelevance, our BoD were bribed to present it as the 'only offer' to us. Since when did a decision between being shot or stabbed to death make murder OK?

[livic1971] 09/11/2015 12:31

I think this deal was going to occur this way irrespective of where the iron ore price was. I don't think there was ever any intention to pay out 40p. I am glad to see that IMIC non-AFF bondholders have been shafted by the low ore price as I suspect they were the intended beneficiaries of this scam.

All the non-AFF bondholders have not been converted and they will become the new owners once the few PIs stupid enough to buy IMIC on the open market and ex-AFF shareholders have been diluted to oblivion.

[deltrotter] 09/11/2015 12:22

Wonder why no-one took the BOD on with a bribery charge?

[scorpione] 09/11/2015 12:13

Good work Livic however how are we going to get out of this rut?! Even if we succeeded in suing, who is going to pay us? Certainly not IMIC by the look of their current balance sheet never mind the former AFF board robb... sorry members!

It certainly looks like loan note holders were doomed from day 1 of this deal!

[livic1971] 09/11/2015 11:12

Del - I think you are wrong. I think it was clearly illegal if you read the Bribery Act 2010



Someone offered a beneficial deal to the BoD to recommend a deal to shareholders. The BoD quite clearly benefited from this deal and could have chosen to say to IMIC that ALL shareholders get 82p in cash and 38p in loan notes. I pointed this out to the BoD before the deal closed but with no response. The BoDs benefit was ~£2.5 million.

"Sections 1 to 5 of the Act cover "general bribery offences". The crime of bribery is described in Section 1 as occurring when a person offers, gives or promises to give a "financial or other advantage" to another individual in exchange for "improperly" performing a "relevant function or activity". Section 2 covers the offence of being bribed, which is defined as requesting, accepting or agreeing to accept such an advantage, in exchange for improperly performing such a function or activity. "Financial or other advantage" is not defined in the Act, but, according to Aisha Anwar and Gavin Deeprose in the Scots Law Times, "could potentially encompass items such as contracts, non-monetary gifts and offers of employment".[5]"

Someone offered this deal and someone accepted it before it was ever put to shareholders. The BoD clearly didn't act for shareholders when they structured the deal this way.

Current IMIC shares are going to be worth nothing. The new bond holders will get options to purchase shares at 0.2p which to me indicates where they think the shareprice will be. They also have to do a $2 million equity raise shortly after, i.e. just after AFF holders get shares. Current IMIC shareholders and AFF note holders will be effectively wiped out.

[noirua] 09/11/2015 09:43

Best to be patient until Wednesday to see if a nomad is appointed, almost certainly will be with the new loan structure in place.
IMIC are making a fair gamble here in my opinion as those providing the loan are accepting $1 per tonne of iron ore production. This adds certainty on that front and as China wants to get away from buying most of its iron ore from BHP and Rio Tinto they are certain to take all IMIC's iron ore.
The price of iron ore has probably been beaten down too low on rumours of China recycling steel. The fact remains that Chinese iron ore is low grade and full of nasties and they must import large quantities when the next boom arrives, and it will, yes, because we've been here before.

[horneblower] 09/11/2015 08:18

Does anyone have the time and energy to contact the authorities? Details below...

AIM Regulation:

You can contact AIM Regulation preferably by email on [e-mail] or alternatively on [phone].

If your query relates to a secondary markets matter only, please contact the Exchange’s Market Supervision team on [phone] (STX 33666).

If you have a complaint relating to an AIM company or a Nomad’s compliance with the AIM Rules, please e-mail [e-mail]. If you have a complaint about the Exchange, please click here for more details.

[nav_mike] 09/11/2015 07:33

....almost like they want to engineer a default. Surely not...

[andy] 09/11/2015 07:28

15% PA is a bit tasty!

A few of the conditions look interesting!

How will they raise $2 million in equity within 90 days of the new bond?

-------

the security interest granted over the Company's entire shareholding in Caminex is not in full force and effect within 90 days of the issue date of the New Bond;

-- failure to raise US$2,000,000 of equity within 180 days of the issue date of the New Bond;
-- failure to enter into a royalty agreement within 30 days of the issue date of the New Bond;
-- default by Caminex under the royalty agreement or failure to secure permit renewals;


-- any vote cast by any shareholder of IMIC which may in any way affect any benefits of the New Bondholders in connection with the issuance of the New Bond;

-- occurrence of a change of control in respect of the Company;

-------


Re the last point, management seem to be entrenched now, have I read that correctly?

[nav_mike] 09/11/2015 07:22

Well there is the last part of the stitch up...

Issue worthless shares in the PLC, then just make sure the entitlement to anything of value (ie Caminex the operating company) is vested elsewhere.

At some stage this opco will be cut loose and we will be left holding shares in an insolvent holding company.

[horneblower] 09/11/2015 00:02

Is there by any chance an ombudsman handy?

[horneblower] 09/11/2015 00:00

Logic would suggest that if there are two options (cash redemption or conversion at a specified price), then if one of these turns out to be impossible then the other option MUST be carried out.

Conversion at the closing price 28 Business Days prior to 19 December 2015 (Wednesday 11th November by my calculation) will simply not be possible since the shares are no longer listed thus they MUST redeem with cash.

They might argue however, that cash redemption is also impossible, as they have no cash!

[jimcar] 08/11/2015 23:17

There is this link




"The listed Convertible Loan Notes are unsecured bonds due 19 December 2015 each of £0.40 nominal value with a total value of £33,662,517.60. The Convertible Loan Notes have a coupon of 8% per annum, payable on 19 December 2015.

The Convertible Loan Notes and accrued interest will either be redeemed for cash or converted into IMIC plc ordinary shares at the volume weighted average closing price of IMIC plc ordinary shares in the 28 Business Days prior to 19 December 2015, at the Company's discretion. Such decision will be notified to note holders not less than 20 days prior to 19 December 2015."

Reads as if it has to be trading but who knows how a lawyer could twist that. It also says they are unsecured.

Note also IMIC's market cap was £20m when trading ceased at around 10p per share.

[jimcar] 08/11/2015 23:15

There is this link




"The listed Convertible Loan Notes are unsecured bonds due 19 December 2015 each of £0.40 nominal value with a total value of £33,662,517.60. The Convertible Loan Notes have a coupon of 8% per annum, payable on 19 December 2015.

The Convertible Loan Notes and accrued interest will either be redeemed for cash or converted into IMIC plc ordinary shares at the volume weighted average closing price of IMIC plc ordinary shares in the 28 Business Days prior to 19 December 2015, at the Company's discretion. Such decision will be notified to note holders not less than 20 days prior to 19 December 2015."

Reads as if it has to be trading but who knows how a lawyer could twist that. It also says they are unsecured.

Note also IMIC's market cap was £20m when trading ceased at around 10p per share.