Global Natural Energy Share Discussion Threads

[goml] 17/2/2009 08:00

ok kooba got it, i'll send an email

[kooba] 17/2/2009 07:40

main point of contact with nomad on this company is sarah jacobs
[e-mail]

goml..for my contact e-mail

[goml] 17/2/2009 07:23

gents, when you write to the nomad please also write separately to the senior non-exec and copy the nomad, AIM team, FSA and any journo's you know. i'll be doing the same.

[model635] 17/2/2009 06:09

Good to see that perhaps we aren't all going to lie down and let a few City types walk all over the very people who put up the cash for their enterprise.I really think we should try and get the press involved, GNE is a shining example of how directors choose to reward themselves simply because they believe nobody can stop them.Well if we all work together and shout loud enough we can stop this rape of our money.It is not only their actions that annoys me it also their arrogance, questions often go unanswered and replies are vague and short of content.

[goml] 17/2/2009 06:00

kooba, if you can help re the publicity-side it would be worth you talking to the action group leader. can you post e-mail and i'll facilitate contact.


nod, i visited the registrar on 09jan09, vaimed are down to 1.81%, but amery consulting still have 15.13%. so vaiman is still the largest single shareholder despite divesting a significant chunk of vaimed's holding. ratcliffe had 15.04%, since then the share buybacks and cancellation of same will have shifted the % but obviously not in relative terms. vaiman definately retains the largest holding, you have my e-mail, i'll communicate with you privately if you want to know how i know.

[privileged] 16/2/2009 21:54

kooba - I will happily write to nomad as well, the more the merrier. I think a written letter (or fax) is probably more likely to get response.

Any word from Simon C on today's story?

[topvest] 16/2/2009 21:00

goml - be interesting to see what the other party comes up with in terms of an alternative proposal.

[kooba] 16/2/2009 20:41

i have e mailed nomad my concerns as to their role in this situation their advice does not appear to have been in the interests of all shareholders and therefore their contribution appears to favour a minority shareholder group taking control at the disadvantage of the majority.i have also asked for confirmation that ratcliffe's personal holding is not debt funded and the shares held as collateral.i have also asked as to what corporate governance process was undertaken in the proposed renumeration package for mr ratcliffe and to what ends the board and nomad looked into mr ratcliffes background as a suitable fund manager as he seems to have no proven experience in this field.

goml if there is a genuine supported effort to block proposals it will be worth getting broadsheet interest purely as written down in current proposed form it all looks very dismissive of shareholder interests and also smacks of corporate greed.i have some contacts.

[nod] 16/2/2009 20:32

goml - are you sure Vaiman is not supporting this?

After all, he sold his Vaimed (BVI) holding.

I would not bank on his vote against.

[nod] 16/2/2009 20:29

It's becoming clearer how the Board were bribed into voting for Ratcliffe's offer. It has taken them an extraordinary long time to release this circular. It's clear that all these terms would have been decided by the Board BEFORE Ratcliffe was appointed Director on 15 December - two months ago.

It's becoming clear where the PEX cash is going. Some cash to the old directors, who held very few shares in GNE, and most cash to the new boys through a series of related party arrangements.

What is not clear to me is how Ratcliffe managed to get his shares from Vaimed (British Virgin Islands) and Firebird (Russian Fund). It would have to have been at a MUCH higher price than the market as those shareholders stood to gain much more by waiting for the dividend. Perhaps there was some aside donation to a BVI bank account.

[goml] 16/2/2009 20:23

steve36,

if you genuinely believe what is proposed to be unprecedented, can you please formally raise your concerns in writing to the nomad and/or AIM. The more of us who rock the boat the better.

kooba and topvest,

action group will become visible this week I believe, i am reliably informed they have strong support, voting power to a level at least equal to the ratcliffe party.

ratcliffe cannot get his 75% without securing the support of vaiman, which he doesn't yet have. furthermore, he doesn't even have a slam-dunk 50% for the ordinary's. this is the proverbial case where every vote will count, so make sure you instruct nominees to forward proxy forms.

[topvest] 16/2/2009 19:26

Good post...looks like the consensus is that Ratcliffe is a greedy individual interested in lining his own pockets. We have been caught with our pants down and he is going to kick us where it hurts. I guess we can only hope that someone comes forward to protect our interests. Existing directors are all voting yes as their pay-off's depend on it!

Lets see what happens in the next week. If we have a rebel action group, now is time to reveal their hand.

[steve36] 16/2/2009 19:08

It is extremely dubious to ignore the discounted share price and pay out the existing directors' options based on nav and then propose a new incentive scheme based on the discounted share price rather than the nav!

If there was a suggestion that the old directors were greedy then Martyn Ratcliffe is showing them up as complete novices. Lets see, a £250k salary plus 0.75% of increase in funds, up to £50k salary + 50% interest in a jv with GNE charging fees to investee companies, 10% of gains from investments (shared with other hard working execs), and over time, effectively 1.25m share options at £1.90. Its not clear if he intends this to be a full time role - he currently earns c£250k at Microgen.

Regarding the voting, 75% is required to pass the special resolutions but the first two are Ordinary Resolutions only. It will not be possible for GNE to become an Investment Trust without 75% of the votes but interestingly, the directors' arrangements seem to be contingent only on Resolution 1 passing rather than on all resolutions being passed. I can think of no legitimate reason why these should not be contingent on all resolutions being passed.

[topvest] 16/2/2009 18:36

I don't feel that the new team have really sold themselves well at all to existing investors and there is a feel that we have all been caught with our pants down by Ratcliffe who has bought at a massive discount and now will earn £250k+/year.

"The contract provides for a fixed salary of £250,000 per annum together with a variable payment equal to 0.75 per cent per annum of Funds-under-Management in excess of £32 million."

Most investment management fees are less than 0.75% in total...greedy!

[kooba] 16/2/2009 18:14

the old management know there is a shareholder action group but since they have effectively embraced mr ratcliffe and he is now on board have to act entirely within stated board strategy.little seems to be known about this group [bit like the stig] or whether they have any serious lumps of support,if they can get vaiman cronk alliance to vote against they could easily upset things..if it's a few smaller p.i.s without structure then they stand little chance.if someone does have an idea of anti vote support please tell as it may well encourage other p.i's to bother voing against as it will not been seen as a wasted vote.

[topvest] 16/2/2009 17:47

Had a look at the circular.

Strategic Technology Investment Trust plc it is then....or is it?

My comments are as follows:

Positive points
+ It is undoubtedly a good time to start an investment trust on the basis of investing at or near the bottom
+ Michael Jackson is a heavyweight new non-Exec
+ Buying a further 2m shares will be highly NAV enhancing at a 50% discount or so.

Negative points
- A targeted total expense ratio of 2.5% for an investment trust is way too high [below 1% is the norm, 0.5% optimal, 1-2% for smaller funds]
- Incentive Scheme thrown in on top. Looks ok, but a tad greedy.
- £600k insurance policy for environmental business.
- £800k cost for proposed change in strategy.
- Substantial Shareholder Exemption tax clearance potential tax liability of £2.8m.
- £850k of director pay-off's

Cash position is £35.1m / 13,905,266 shares which gives £2.52 cash per share. I would assume that with buy-backs and disposal of businesses, even after the costs above, then NAV would be higher than this...maybe close to £3 per share.

For me, Liquidation is more attractive as these guys don't have a great investment track record.

Anyone know much about the rebel group? They need 75% to pass the special resolution and with only 35% in the bag this battle is not yet over.

[model635] 16/2/2009 15:59

topvest - this is on top of a 250k shared bonus for doing the PEX deal and several 100K each in options!!The trouble is we all moan but don't do anything I think it is about time we all shouted "stop" or some other 4 letter word!

[kooba] 16/2/2009 15:31

i agree with all your comments on renumeration...at a time when directors rewards are being scrutenized it seems brazen and greedy relative to the size of the company for what is not even a full time role.
have already instructed noms no vote on all resolutions.
i will not be buying any further shares in the circumstances as it appears after salaries fund management fees and a new incentive scheme there will be little upside for shareholders.
i have complained to the nomad regarding their overall advice to the board and questioned their independence in acting on behalf of all shareholders.will also now question their approval of the service contract.may well ask the aim comittee to look at conduct.
should the shareholder action group not try to get some press on the situation...shareholders railroaded,fat cat greed etc etc....would alert some of the multitude of small holders of where the company is going and may encourage some anti votes.

[topvest] 16/2/2009 15:01

Director pay-offs are massive - approx £1m of the cash!

[model635] 16/2/2009 14:07

guru - No but I know there is a lot of activity going on behind the scenes. I think there have been some massive failures in the fiduciary duties of the directors since the sale of PEX, perhaps the time is fast approaching when the FSA need to be made aware.

As to Ratcliffe and his massive salary we are supposed to have a remuneration committee to oversee pay awards!!!.As he he is fully employed as chairman of Microgen PLC what is going to do at GNE that warrants such a huge reward?

Answer nothing - he's doing it because he thinks he can.I think it is high time we got whatever legal protection is available to us onboard and watching carefully.

[guru] 16/2/2009 13:51

Model - is that you buying 45000? ;-)

[model635] 16/2/2009 11:59

O to be GNE director

For losing their "job" - Ian Falconer will be entitled to a payment of £222,446 & Dennis Woods will be entitled to a payment of £508,155

For getting a "job" ( for doing what precisely as he's employing a 3rd party to do the investing and managing???)


3.6 On 14 February 2009 Martyn Ratcliffe entered into a service contract with the Company. The contract
is conditional upon Resolution 1 set out in the GM Notice being passed. The contract provides for a
fixed salary of £250,000 per annum together with a variable payment equal to 0.75 per cent per
annum of Funds-under-Management in excess of £32 million.

(I do believe GNE directors are expected to attend 1 metting per month although when Usamanov was deputy chairman he never attended any but still got a fat salary)

[model635] 16/2/2009 11:50

What is the statutory requirement for notice of an EGM? The meeting is to be held on the 4th March which is only 12 business days from today?

[model635] 16/2/2009 10:37

nod - I hope you aren't suggesting that Ratcliffe is after all GNE's cash ;-)

[model635] 16/2/2009 10:34

Some carrot this is we'd have to wait until the AGM in June before this was agreed!

"Therefore, subject to the approval of the Investing Strategy Resolution at the
GM to be held on 4 March 2009 the Board intend in the future to seek shareholder approval at the Annual
General Meeting to increase the buy-back authority up to a maximum aggregate of 2.085 million shares,
equivalent to approximately 15 per cent. of the current issued share capital."