JENGQ
Among the obvious issues... what they are proposing appears, on its face, to be a practice of fraud...
They seek to obtain 80% of the company for $192 Million... in new equity.
It is not obvious... certainly is not made clear, at this point... that the company even needs that infusion...
They seek to obtain another 10% only as an award granted to themselves for arranging the 80%...
And, they seek to settle debt owed to others... with 10% of the "new" equity valued at $208 million...
And, they somehow got other lenders to go along with that "proposal"... in spite of the obvious imbalance in the valuation it intends ?
Notably missing from the "proposal" is any proper accounting for the value that exists now... which they claim to be zero... as it is deemed insufficient to cover existing obligations... under the structure they propose that ensures that only by failing to provide the accounting, first, and then by practicing the misdirection in the "flexible" valuation used... claiming the total value in "equity" to be worth zero without the new money... but with $192 million in new investment... immediately worth $2 BILLION dollars. That occurs in part only as they intend to account for their own interest differently than others... the definition of self dealing perhaps relevant in parsing that ? I believe that to be a knowing practice of fraud... or, stated otherwise... a failure to meet their fiduciary obligations... which issue, among others, they seek to avoid by having cancelled the annual meeting...
It is amplified by an ongoing fraud in the management's decisions... to "grow the business"... that converts value in existing equity into discounted pricing for services delivered... intending to eat the existing equity by ensuring its value is transferred as discounts... as JENGQ minimizes the value of the business now... until after you have been relieved of your ownership... at which point they will revert to delivery of services at market prices... rather than consumer prices being subsidized by your loss of equity...
Includes an ill defined element in crafting a new class of preferred shares that is undefined, beyond it intending to yield 12%... that automatically escalates in yield over time... giving no other investors in the scheme any chance of coming out ahead...
The pre-filing secured claims of BP Canada Energy Group ULC and BP Energy Company in the aggregate principal amounts of approximately US$229.5 million and CAD$0.2 million, plus accrued and unpaid interest thereon up to the implementation of the Plan (the “BP Claim”), which claims have been assigned to an affiliate of the Plan Sponsor (as defined below) will be exchanged for preferred equity of New Just Energy Parent having a redemption amount equal to the BP Claim, and entitling the holder to a 12.50% accreting yield for the first four years, increasing 1% annually thereafter and providing for such other terms as set forth in the term sheet appended to the Support Agreement.
while, at the same time... they say BOTH "taking it private" to ensure there is no exit for others... and "a new listing on the TSX planned to go active in June" ?
So, obviously... some unresolved conflicts exist...
ENGQ is requiring shareholders to act... to defend their interest... or lose it... while doing all they can to prevent investors interest being represented... or having any influence on the outcome... |
