Intl Min&IN Crp Share Discussion Threads

[che7win] 22/11/2016 12:07

Thinking about this, I am really unsure.

If we did force liquidation they might compromise. We would be at the front of the queue for a payout as creditors? But then, would you trust these muppets not to sell the business to themselves for a nominal sum and fleece us that way in a liquidation?

[fastbuck] 22/11/2016 10:14

I may be wrong but voting against appears to be voting for a liquidation/restructuing event which will mean as unsecured loan note holder we get nothing. They have no money to pay us, if they had that would be a different position.

Sounds like you need to go along and hope that by 2020 they will have some cash to pay us, I admit its a long shot and I have little hope in getting anything but that appears to be the only realistic option.

[1buy and hold] 22/11/2016 10:04

There is quite a lot of wool being pulled over our eyes here. Insolvency proceedings have been a possibilty for about the last 2 years, and remain so. If the directors had wanted to put the company into liquidation, etc they would have done so. In the improbable event of us being able to convert to shares, IMIC's balance sheet would improve because its liabilities (to the noteholders) would fall and there would be a corresponding increase in its share capital base. Currently, of course, because of its financial situation no stock market or nomad would touch it with a bargepole. In any case, the proposal to remove our (theoretical) rights to convert can surely only be motivated by the directors' fears of massive share dilution. I conclude that the proposal may be in the directors' interests, but not ours. Incidentally, on the point about whether we would prefer shares or cash, remember that the option to convert is ours, not IMIC's. If the shares were to become listed between now and 2020, they would be allocated at market price, so (subject to dealing costs) would be just as good as cash. Incidentally, the proposal document implies that there is 1 vote per 40p loan note. Postal votes will be counted. I haven't yet had a reply to my email to the editor of IC, but in any case I don't hold out much hope there.

[noirua] 22/11/2016 09:27

"THAT THIS MEETING OF THE HOLDERS (THE "LOAN NOTEHOLDERS") OF THOSE OF THE GBP 33,662,517.60 8.00 PER CENT.
NOTES DUE19 DECEMBER 2020 OF INTERNATIONAL MINING & INFRASTRUCTURE CORPORATION PLC PRESENTLY IN ISSUE (THE "NOTES" AND THE "ISSUER" RESPECTIVELY) CONSTITUTED BY THE INSTRUMENT DATED 16 DECEMBER 2013 AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME (THE "INSTRUMENT") HEREBY:
(A) APPROVES AND ASSENTS TO THE PROPOSAL SET OUT BELOW (THE "PROPOSAL");
(B) ASSENTS TO AND AUTHORISES, DIRECTS, REQUESTS AND EMPOWERS TO AGREE TO THE PROPOSAL;
(C) AUTHORISES, DIRECTS, REQUESTS AND EMPOWERS TO CONCUR IN THE MODIFICATIONS TO THE CONDITIONS AND THE INSTRUMENT BY WAY OF A SUPPLEMENTARY DEED THERETO (THE "SUPPLEMENTAL INSTRUMENT") AND TO GIVE EFFECT TO AND IMPLEMENT THE MATTERS IN PARAGRAPH:
(A) OF THIS EXTRAORDINARY RESOLUTION AND, IN ORDER TO GIVE EFFECT THERETO AND TO IMPLEMENT THE SAME, FORTHWITH TO EXECUTE THE SECOND SUPPLEMENTARY DEED IN THE FORM PRODUCED TO THIS MEETING AND, FOR THE PURPOSE OF IDENTIFICATION, SIGNED BY THE CHAIRMAN AND TO CONCUR IN, AND TO EXECUTE AND DO, ALL SUCH OTHER DEEDS, INSTRUMENTS, ACTS AND THINGS AS MAY BE NECESSARY OR APPROPRIATE IN THE SOLE AND ABSOLUTE DISCRETION OF THE REGISTRAR TO CARRY OUT AND GIVE EFFECT TO THIS EXTRAORDINARY RESOLUTION AND THE IMPLEMENTATION OF THE MODIFICATIONS TO THE CONDITIONS AND THE ENTRY INTO OF SUPPLEMENTAL INSTRUMENT TO GIVE EFFECT TO AND IMPLEMENT THE MATTERS IN PARAGRAPH:
(A) OF THIS EXTRAORDINARY RESOLUTION;
(D) SANCTIONS AND APPROVES EVERY ABROGATION, VARIATION, MODIFICATION, COMPROMISE OR ARRANGEMENT IN RESPECT OF THE RIGHTS OF THE LOAN NOTEHOLDERS APPERTAINING TO THE NOTES AGAINST THE ISSUER, WHETHER OR NOT SUCH RIGHTS ARISE UNDER THE INSTRUMENT, THE CONDITIONS OR OTHERWISE, INVOLVED IN OR RESULTING FROM OR TO BE EFFECTED BY THE MODIFICATIONS TO AND THE ENTRY INTO OF THE SUPPLEMENTAL INSTRUMENT OR ANY OTHER DOCUMENT IN CONNECTION WITH THE MATTERS CONTEMPLATED THEREBY TO GIVE EFFECT TO AND IMPLEMENT PARAGRAPH (A) OF THIS EXTRAORDINARY RESOLUTION;
(E) WAIVES ANY AND ALL REQUIREMENTS, RESTRICTIONS OR CONDITIONS PRECEDENT SET FORTH IN THE SUPPLEMENTAL INSTRUMENT ON ANY PERSON IN RESPECT OF IMPLEMENTATION OF THE MODIFICATIONS TO AND THE ENTRY INTO OF THE SUPPLEMENTAL INSTRUMENT TO GIVE EFFECT TO AND IMPLEMENT PARAGRAPH (A) OF THIS EXTRAORDINARY RESOLUTION;
(F) INDEMNIFIES, DISCHARGES, WAIVES AND EXONERATES THE REGISTRAR FROM ALL LIABILITY FOR WHICH IT MAY HAVE BECOME OR MAY BECOME LIABLE OR RESPONSIBLE UNDER THE INSTRUMENT OR THE NOTES IN RESPECT OF ANY ACT OR OMISSION IN CONNECTION WITH THIS EXTRAORDINARY RESOLUTION, THE NOTICE OF MEETING, THE CHAIRMAN'S LETTER, THE PROPOSAL, THE SUPPLEMENTAL INSTRUMENT AND/OR THE MATTERS CONTEMPLATED THEREBY;
(G) CONCURS IN, EXECUTING AND DOING, ALL SUCH OTHER DEEDS, INSTRUMENTS, ACTS AND THINGS AND TAKE SUCH STEPS AS MAY BE NECESSARY AND DESIRABLE TO CARRY OUT AND GIVE EFFECT TO THE PROPOSAL, THE SECOND SUPPLEMENTARY DEED AND/OR THE MATTERS CONTEMPLATED THEREBY; AND (H) WAIVES IRREVOCABLY ANY CLAIM THAT THE LOAN NOTEHOLDERS MAY HAVE AGAINST THE REGISTRAR ARISING AS A RESULT OF ANY LOSS OR DAMAGE WHICH ANY LOAN NOTEHOLDER MAY SUFFER OR INCUR AS A RESULT OF THE REGISTRAR ACTING UPON THIS EXTRAORDINARY RESOLUTION (INCLUDING, WITHOUT LIMITATION, CIRCUMSTANCES WHERE IT IS SUBSEQUENTLY FOUND THAT THIS EXTRAORDINARY RESOLUTION IS NOT VALID OR BINDING ON THE LOAN NOTEHOLDERS OR THAT THERE IS A DEFECT IN THE PASSING OF THIS EXTRAORDINARY RESOLUTION) AND FURTHER CONFIRMS THAT THE LOAN NOTEHOLDERS WILL NOT SEEK TO HOLD THE REGISTRAR LIABLE FOR ANY SUCH LOSS OR DAMAGE AND THAT THE REGISTRAR SHALL NOT BE RESPONSIBLE TO ANY PERSON FOR ACTING UPON THIS EXTRAORDINARY RESOLUTION."

[deltrotter] 22/11/2016 08:02

Hi Parthus

I agree with you - vote against IMO.

(Hope all is well with you and yours).

Cheers

Del

[horneblower] 22/11/2016 00:17

If so, how many do you think we need?

[che7win] 21/11/2016 21:41

They are going to do a show of hands for the vote IMHO.

[horneblower] 21/11/2016 21:13

Making a complaint to the London Stock Exchange:

From...




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[woodpeckers] 21/11/2016 19:39

Absolutely horneblower, and in answer to EC's question, the very fact that they don't want us to convert our notes to shares tells me that that would be the better option. Iron prices are rising and I wouldn't be at all surprised if IMIC shares actually turn out to be worthwhile holding if we can only get our hands on them.

I don't trust a word these guys say and you can bet that whatever they try to convince us is the only way forward will be because that is the best way forward for them and not us.

[horneblower] 21/11/2016 19:17

The fact is that IMIC bought our company with OUR own cash by "persuading" our directors to take a deal that paid themselves out fully in cash where we, the shareholders were forced to take loan notes. We knew then that the loan notes were worthless and said so. Our ex directors should be in jail imo.
Corrupt, corrupt, corrupt.

[horneblower] 21/11/2016 19:09

Assuming they get their way, where do the loan noteholders then lie in the debt queue?

[stevie blunder] 21/11/2016 16:15

From the Chairman's letter:

If the Company is not able to secure a listing for the Shares by 21 February 2017 and the Proposal is not
approved by the Loan Noteholders, the Company will not be able to pay the Loan Noteholders on the due
date, and the Company will almost certainly enter into some form of insolvency procedure.


So that is pretty clear.

Of course there is only a tiny chance of them having enough money to pay us anything in 2020, but we would get zero from an insolvency in 2017.

On the plus side insolvency in 2017 would bring forward the tax loss......

;-)

[beeezzz] 21/11/2016 15:24

Ha Ha!!!! Its good dream....

[effortless cool] 21/11/2016 15:17

What would you rather get for your convertible bonds: IMIC shares or cash plus interest?

Anyone who says the former is probably certifiable, therefore what do you really lose if the conversion option is dropped?

At least under these proposals you retain some (extremely) faint hope of getting some cash on maturity.

[speedsgh] 21/11/2016 14:04

Have you tried ShareSoc? - David Stredder aka davidosh ( and Mark Bentley aka marben100 ( here on advfn are both directors of ShareSoc?

[woodpeckers] 21/11/2016 11:14

horneblower, we have to try to make our voices heard. I have spoken to Barclays who will deal with my vote apparently but you're right, we really could do with getting press help here.

[noirua] 21/11/2016 10:39

Holiday Inn, Leicester

[horneblower] 21/11/2016 08:52

They have the votes.
I doubt there is any chance whatsoever of defeating them.
They have already (illegally imo) screwed us by securing our ex directors agreement to a sale by bribing them with preferential treatment over us shareholders.
They have us by the balls.
We need support from the press. This kind of AIM shenanigans is all too prevalent.
Does anyone have contacts with IC or a daily newspaper? The Daily Mail might run it.

[deltrotter] 21/11/2016 07:54

Not an expert, but good luck Woody. Give 'em hell.

Cheers

Del

[woodpeckers] 20/11/2016 20:07

"In the event that a listing failure occurs for a second time in a subsequent period IMIC can in relation to that second conversion request be required to redeem the loan notes for cash at the second conversion date."

Doesn't this mean that we could now insist that give us cash for our notes?
Presumably that is why they want this passed;
"1 The removal of the requirement for the Company to maintain a listing;"

So it sounds to me like they're worried loan note holders can and will turn round and demand cash for their notes.

They are happy to leave this in..

2 ..Notes to be amended to a straight debt instrument with repayment in cash at maturity on 19 December 2020. The interest at the rate of 8% will continue to be accrued and paid together with the principal at maturity;

.. because of course, they will have found other ways of avoiding paying us by then!

Am I reading this right guys? If so, we have to act quickly. They've chosen their moment (so near Christmas when people will find it hard to attend, even if they are informed about the meeting in the first place!) and am I right in thinking that we won't get a vote if we don't attend or send someone to vote on our behalf? Is that legal?
Help please any experts!