Loans, Liens, Lies and Laughs

Well Mooers Branton are at it again. Another of the announcements whose headline says one thing, but the body of the text means something completely different. They already have two 'loans' out to their own company, xG, upon which the terms are; when the left hand (xG) doesn't pay the right hand (MBTH) then xG becomes property of MBTH. You would've thought that enough, but now a new announcement. Why? Well it's complicated.

Digging into the legalese of the Articles of Association (link Google Doc) you find that if a group or individual acquires 50% plus of the voting rights then they must make a cash (or equivalent) offer for all the xG shares. The price to be "not less than the highest price paid by the Offeror for Shares of that class or series during the Offer Period and within twelve (12) months prior to its commencement".

Looking at the figures from the last Alleby report, the voting rights that Moores Branton currently have (which include the voting rights they have over Joe Bobier's shares) come up to 43%. Obviously any new major shareholding they take on will take them over the 50% trigger.

This compulsory offer can only be waived if 75% of the other voting rights (i.e. not Mooers Branton's) agree to it. In practice this means Palmi and Bohman/Lloyd, because of the remaining voting rights (once you strip out Mooers Brandon and Joe) Palmi has 25.7%, and Bohman 24.0%, with every other small shareholder (presumably including those outstanding unsold shares from the ACH collapse) making up 50.3%.

The announcement goes on to say that they haven't received that agreement, so Bohman, and possibly Palmi are digging their heels in, which would trigger the takeover agreement and an offer for their shares. If the agreement came to place then ALL of the $10m would go into buying out Bohman and Palmi. This would mean no money left to try to tide over xG.

Then they try to wriggle even further by saying $5.2m of the $10m would go to paying themselves back (early) on the loans they made a few months ago! If this happens xG are worse off than they were previously. xG had been promised $5m ($1.5, plus "Up to" $3.5m). Now xG would only have $4.8m ($10m - $5.2m)! It's crazy. xG get zero if the takeover is triggered (because all of the $10m goes to paying off Bohman and Palmi), and less if it isn't. How is this good news?

Oh yeah. That $3.5m. Did anyone see conformation that they've actually coughed up? Me neither. That announcement said "have agreed on terms under which, at MB Technology's discretion". Maybe their discretion advised against it, and "Up to" is Mooers speak for nothing? Yet they propose to be paid back $5.2m. Do the math.

Then the bribery comes. Notice the "Conversion Rights" term. In it it says that if Bohman/Palmi agree to waiving the takeover within 15 days, MB will pay $0.25, if they don't it's only $0.10 a share.

All this is complicated, and made into a cat and mouse game, by what I suspect must be an imminent legal challenge from Bohman/Lloyd, put in place by Lloyd's resignation from the board. After all they bought around $28m of shares, and the takeover would only get them back between $2 to $5m depending on the offer price. Frankly it's an insult, but it is hard cash.

The takeover would result in xG folding for sure as the money would all go to paying off the shareholders. But perhaps Bohman/Lloyd may decide suing a collapsed company may be more problematic than suing a trading one. On the other hand they have been mis-sold in the most blatant and shameful manner. A simple demonstration to the court about the impossible nature of the xMax modulation should persuade the most cold-hearted jury, and should result in a payout at least an order of magnitude greater than the pitiful return the takeover would bring. If xG are still there to sue. Interesting times.