Post by
discern1 on Sep 07, 2011 8:42pm
Proposal
As we await a response from any securities commission, administrator or board of director to Chris's email, I have been contemplating our next possible steps.
The best possible action is for Severstal to promote HRG.
If not, I suggest that we can take two possible actions.
The first would be to as a whole dissent over our amalgamation into Nord Gold and to demand that Severstal pay us the value of our shares based on a Canadian Court Ruling:
Major re-organizations: A minority shareholder has the right to dissent to a) the amendment of the corporate articles to alter the provisions relating to the issuance or transfer of shares, or to change or remove any restriction on the business the corporation may carry on; b) the amalgamation of the corporation with a corporation that is not a subsidiary or parent; c) the continuance of the corporation in another jurisdiction; or d) the corporation selling, leasing or exchanging all or substantially all of its property. Provided the dissenting shareholder has followed the proper procedures, he or she is entitled to force the corporation to purchase his or her shares for a value as determined by the Court.
From the above legalese, I would suggest that Nord Gold is not a subsidiary of HRG (Definitely), nor is it a parent of HRG. Nordgold is being crafted as an independent company, and has substantially changed in ownership and governance as we are now under Dutch law.
I believe that this is action that we could choose to take right now.
Secondly, we could appeal to the courts that minority shareholders have been oppressed:
Oppressive actions: If a minority shareholder feels that the business of the corporation has been carried on with intent to defraud any person, or the powers of the directors have been exercised in a manner that is oppressive, unfairly prejudicial, or that unfairly disregards the minority shareholder's interest, he/she may apply to the Court for an appropriate remedy. In such cases, the Court has extensive powers to correct the wrong, including:
restraining the conduct complained of,
appointing a receiver-manager,
amending the articles or bylaws of the corporation (even if such amendments would contravene the provisions of a unanimous shareholder's agreement);
directing an issue or exchange of shares;
pointing or replacing directors,
In this case we would request to the courts one of two courses of actions:
1. To assess fair value of our shares and to request Severstal to pay us
2. Propose a mechanism to split minority shareholders assets from Severstals.
Comment by
1marketmaker on Sep 07, 2011 9:41pm
Discern,Very interesting from that perspective. I had other conversations to consider some options, but you have just looped me.Is it possible that this by Severstal is actually an action on Severstal's Part (to have Nord be a creeping takeover of HRG) such that they have miscalculated and may have tipped the scales too far?
Comment by
1marketmaker on Sep 07, 2011 9:54pm
Discern...you set it up and I will consider the idea. I like where you are going.
Comment by
discern1 on Sep 08, 2011 12:59am
marketmaker check your inbox
Comment by
rightval on Sep 08, 2011 9:52am
Yes, we should take actions - going to the Court. Severstal has been bullying us too much, and too far - the HRG management have been working for Severstal's interests, not for the shareholders as a whole. Lending them money to get rid of the minority shareholders is unacceptable.
Comment by
cjsell on Sep 08, 2011 12:32pm
Count me in as well, I vote for legal action ASAP. I do not like appeasement, especially in the case of Severstal. Remember, it hurts them more than it does us when we go the legal route, as it will put the big hurt on any IPO plans they have. This would block their plans for years. Are you listening Severstal?CJ