taitaumau, here is the latest update i got from the liquidators:
Liquidators have met with the SC and the SC is of the view that the mgmt team should not be able to participate in all the distributions.
but the liquidators are of the view that the liquidation of the company falls under the Companies Act and the mgmt team will be entitled to receive monies from the non-cash trust account.
to settle this, the liquidators will take this matter to court and the court will decide whether the mgmt team is eligible to receive. it will be the duty of the shareholders to fight for their rights when the court case comes up for hearing.
the mgmt team is just sickening....they are not willing to forego the distribution to them and are trying to rob the public's money.
My understanding on the so-called non-cash trust account is essentially part of the 8% of the IPO proceeds which is not placed in a custodian account.
(a) By virtue of the Equity Guidelines Para 6.21B, 6.24 & 6.24A, the 8% of the IPO gross proceeds which are not placed in the Trust Account are protected and can only be utilised for "permitted purposes"
May I ask:
- Whether we can consider the 8% proceeds as good as trust monies ? - If yes, is it that the trust monies can not be placed in a normal bank a/c or held in hand ?
(b) With reference to IPO Prospectus - Para 3.8 Utilisation of Proceeds - Page 22, Indications of how IPO proceeds not placed in cash trust a/c will be utilised;
- The 8% of the IPO proceeds are raised from the IPO investors. Since QA can't be completed, any un-utilised proceeds should be included in the liquidation amount for distribution to the rightful members holding IPO shares.
(c) Before Rsena can complete a QA, the Management is restricted to lay claim on the 8% IPO proceeds. It is absurd that subsequent liquidation of Rsena would render them a right to participate in the distribution of the un-utilised monies of the 8% IPO proceeds.
The above bases are of my personal views . I believe that our liquidators would exercise their power to make liquidation distribution in a fair and equitable manner.
Court decision: - Raintree is not entitled to participate in the distribution of the balance remaining of the 8% of IPO Proceeds (which is not placed in a custodian a/c)
The common law for trust distribution of SPAC are as follows loh;
1. Trust monies for all shareholders who qualify under the trust loh....!!
2. Non trust monies after payoff all creditors debts....distribute to all shareholders including management shareholder plus existing trust shareholders loh....!!
IF THE BELOW IS TREATED AS UNDER TRUST ACCOUNT, BUT THEN THE NEXT QUESTION IS TRUST FOR WHAT & FOR WHOM ??
ANS;
1. FOR WHAT ? TRUST MONEY USE FOR SEARCHING FOR ACQUISITION AND USE FOR THE COST OF DOING DUE DILIGENCE OF TARGET COMPANY LOH...!!
2. FOR WHOM ? FOR ALL THE SHAREHOLDERS INCLUDING THE MANAGEMENT SHAREHOLDERS PLUS THE TRUST SHAREHOLDERS MAH...!!
SINCE THERE ARE REMAINING RESIDUAL SOME THAT MEANS ALL SHAREHOLDERS ARE ENTITLE FOR DISTRIBUTION LOH....!!
May I ask:
- Whether we can consider the 8% proceeds as good as trust monies ? - If yes, is it that the trust monies can not be placed in a normal bank a/c or held in hand ?
(b) With reference to IPO Prospectus - Para 3.8 Utilisation of Proceeds - Page 22, Indications of how IPO proceeds not placed in cash trust a/c will be utilised;
- The 8% of the IPO proceeds are raised from the IPO investors. Since QA can't be completed, any un-utilised proceeds should be included in the liquidation amount for distribution to the rightful members holding IPO shares.
(c) Before Rsena can complete a QA, the Management is restricted to lay claim on the 8% IPO proceeds. It is absurd that subsequent liquidation of Rsena would render them a right to participate in the distribution of the un-utilised monies of the 8% IPO proceeds.
I have not been following this matter but isn't it that what belongs to the shareholders (us) should be returned to us and the management has no claim on it?
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
csan
436 posts
Posted by csan > 2019-03-14 19:07 | Report Abuse
taitaumau, here is the latest update i got from the liquidators:
Liquidators have met with the SC and the SC is of the view that the mgmt team should not be able to participate in all the distributions.
but the liquidators are of the view that the liquidation of the company falls under the Companies Act and the mgmt team will be entitled to receive monies from the non-cash trust account.
to settle this, the liquidators will take this matter to court and the court will decide whether the mgmt team is eligible to receive. it will be the duty of the shareholders to fight for their rights when the court case comes up for hearing.
the mgmt team is just sickening....they are not willing to forego the distribution to them and are trying to rob the public's money.