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CUV, CLINUVEL PHARMACEUTICALS LIMITED
LevelHeaded2000
post Posted: Oct 26 2019, 07:43 PM
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In Reply To: johnnytech's post @ Oct 26 2019, 05:25 AM

I think the performance rights implies a Nasdaq listing. The performance rights are designed to maximize shareholder value. The method that is used to do this is up to management.

So, I would say the "Nasdaq listing" performance rights is the same performance rights that gives shares for a market cap of 7.5B. A nasdaq listing is just one of the expansion activities management will pursue to reach said level.



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Frogster
post Posted: Oct 26 2019, 08:53 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 06:25 AM

I think there are hints in the AGM papers that in their minds a Nasdaq listing is still very much on the cards, even if it isn't explicitly stated.

There are several peculiar things about the PC1 "recession" clauses, not least the following:

"Only in the case of a recession in the country of the Company's primary market exchange....." It's obvious, isn't it, where the primary market exchange is? It's Australia. If the listing status quo was certain to be maintained for the foreseeable, why write a clause that provides flexibility to move away from the current status if that was not a possibility being considered?

Also

"The Company's growth in share price outperforms either the Nasdaq Biotech Index or ASX Healthcare Index......" So, this statement is a s clear as mud. They've mixed absolute performance metrics with relative ones, and provided themselves with a choice of indexes to outperform, one reference priced in A$ and the other in US$. They may have done this to make it even easier to achieve the clause thanks to currency movements, or they may have done this to automatically switch the reference index should the "primary market exchange" change to one where that has a different reference currency. You can take your pick as to which is most likely.

Of course, they could clear this kind of rubbish up very easily if they chose to engage with valid questions and not assume their lawyers and consultants have covered every issue beyond query.


On the issue of questions for management, a couple of points that may be of use to shareholders who cannot physically attend the meeting. In the 2019 Corporate Governance statement where the company states it complies with principle 6.3 it states:


6.3 Comply

A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.

The Company encourages full participation of shareholders at the AGM to ensure a high level of accountability and discussion of the Company’s strategy and goals. The AGM exists, among other things, to promote shareholder communication by providing shareholders an opportunity to ask questions to Directors at the time of meeting. Directors are expected to make themselves available to meet with shareholders at the AGM. The external audit firm partner in charge of the Company audit is available to answer shareholder questions at the AGM. Shareholders who are unable to attend the AGM or other general meeting may submit questions and comments before the meeting to the Company or the external auditor (in the event of an AGM). Also, shareholders are permitted by the Company to vote online and by other methods prior to the AGM if they are unable to attend.

I can't find any instruction at all in the AGM voting papers as to how shareholders who can't attend should actually submit any questions they may have, but I suppose you could use the submission form on the website. I'm sure those who attend the meeting will report back privately if your questions were asked, and also what the answer was. It's interesting that the principle CUV says it's complying with encourages participation of security holders - not shareholders. I wonder if, from a technical perspective, if CLVLY and UR9 are securities or shares?


Finally, for those questions of how to cast your vote, if IR isn't helping you out much, I note that the final point on the AGM paper is:

h) If you have any queries on how to cast your votes call Darren Keamy on (03) 9660 4900 during business hours.

That might be worth a shot.



--------------------
Dr Wolgen is a magician.
His end game for Scenesse will impress, or even amaze.
En route, along with glimmers of truth, there will be distractions, illusions, sleight of hand and misdirection.
Enjoy the ride.

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waz
post Posted: Oct 26 2019, 07:57 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 07:40 AM

My comments are purely in relation to CUV.AX i.e. as listed and traded in Australia on ASX/Chi-X and bought directly by an overseas holder (and not CLVLY or CLVLF) in response to Farma's post.


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Johnny H
post Posted: Oct 26 2019, 07:40 AM
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In Reply To: waz's post @ Oct 26 2019, 07:24 AM

I called the broker today about CLVLF specifically. They escalated my question all the way to the head of the trading department, and he still didn't know. He forwarded the question to the research department, and they're getting back to me next week.

This situation isn't necessarily complicated, but it is unusual. My platinum relationship representative (or whatever he's called) had never heard of a sponsored ADR that's non-voting (although unsponsored are usually non-voting). As a result, they almost never get calls from clients wanting to convert ADR shares to foreign ordinary shares.

If there is any easy answer as to how to vote CLVLF shares, I'll be sure to post it here so that people know what to tell their brokers.



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Clinuvel until my bowels release for the last time.

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Johnny H
post Posted: Oct 26 2019, 07:26 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 06:25 AM

They'd also have to escalate the ADR from Level I to Level II to list on NASDAQ. Also, the ADR shares would get a vote. They do NOT want that. They also don't want to be an SEC reporting company. They've painted themselves into a corner, and would have to come clean about the OTC/cosmetics, and especially the timing of the NDA submission.



--------------------
Clinuvel until my bowels release for the last time.

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waz
post Posted: Oct 26 2019, 07:24 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 12:06 AM

Johnny, it will depend on arrangement with the broker and how the shares are registered. If registered in your name at your address, whether overseas or Australia etc, Computershare should send holding statement by mail. They may have arrangements where they can mail locally in countries other than Australia eg USA but holding statement with SRN should get to the registered holder/address. It may be that a broker could hold overseas shares under their own trust account arrangement, in which case the holding information would be mailed to them. Once an account is set up you should then be able to elect to receive correspondence by e-mail.


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FarmaZutical
post Posted: Oct 26 2019, 06:25 AM
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In Reply To: KRD's post @ Oct 26 2019, 05:25 AM

I agree. But I think it will happen in 3 years. I don’t really think they
want to take the company private, although it would spare
them of having to deal with us. I just don’t see how they could
go to Nasdaq either. They have never liked retail and they want to
still be able to bury stuff. Like what happened to the mysterious
cosmetic like that actually had a launch date and then was delayed
due to supplier issues. That was almost 2 years ago. There might be
a good explanation for them lying, but lying is just a bad concept when
you’re Nasdaq listed.


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KRD
post Posted: Oct 26 2019, 05:25 AM
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In Reply To: FarmaZutical's post @ Oct 26 2019, 04:46 AM

I think the chances management will be open to a buyout from big Pharma in 4 years is higher than taking the company private.


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johnnytech
post Posted: Oct 26 2019, 05:25 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 03:53 AM

Agreed. Notice the performance rights says nothing about NASDAQ listing. I don't understand their strategy to demote this priority. From where I sit, it should be the literal next thing they go after. Vitiligo is multiple stages with many moving parts. This is a paperwork exercise. It's kinda like them not asking for reimbursement from France. Why?
Edit... just now seeing Farma's comments. I also see a variation where they sell the company for PW to cash out within 3 years. It's written for all to see with the sell out clause (with 3 year deadline). But simultaneously, a higher stock price is value add on all fronts. I don't see a scenario where limping the stock price helps them to sell even if we assume conspiracy theories.


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FarmaZutical
post Posted: Oct 26 2019, 04:46 AM
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In Reply To: Johnny H's post @ Oct 26 2019, 03:53 AM

They would have to comply with all sorts of rules and they would have to treat shareholders
very differently. I’ll bet you that they won’t list on Nasdaq at all. I think the chance of them
taking the company private is bigger than an uplist to Nasdaq.


 
 


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