Gwest Corporation Ltd statement re Non-redeemable Preference Shares
The Board of Directors and Management of Gwest Corporation Ltd are deeply concerned about the articles published on the IC lnsider.com website dated September 6, 2018 and September 21, 2018, authored by John Jackson.
The first article dated September 6,2018 speaks to Gwest Corporation’s first quarter report showing the issue of 250 million preference shares, and with quite remarkable language the writer concludes that the preferences shares in the capital of the Company have been allotted without authority..
We wish to confirm that at the Extraordinary General Meeting of the Company held on November 27,
2017,the following resolution was duly passed:
“As a special resolution that the Company be authorized to issue and/or allot Cumulative Non redeemable Preference Shares with rights/restrictions as to Voting, Dividends and Winding up and/or otherwise as may be determined by the Directors of the Company or a Committee of the Directors appointed for such purpose, subject always to the Articles of Incorporation of the Company, and that the Directors of the Company or such Committee be and are hereby authorised to determine all such rights and restrictions and the Directors be and are hereby authorized to allot such Cumulative Non-redeemable Preference Shares at such subscription price per Preference Share as the Directors of the Company or such Committee may deem fit,the same to be allotted to shareholders of the Company who have invested in the capital of Company (in cash or in kind) with the understanding/pursuant to agreement(s) that such investment(s) will be recognized as shareholder loans or by the issue of preference shares,in each case on terms and conditions determined by the Directors of the Company, subject always to the Articles of Incorporation of the Company”.
The above resolution was passed specifically to facilitate non-redeemable preference shares being allotted to persons who had invested in the Company by way of shareholders loan made available to the Company.
Sections 18 and 19 in the November 2017 GWEST Prospectus specifically disclosed that shareholders loans were to be converted to preference shares,thereby reducing the servicing cost to the Company:
Shares in the capital of the Company are under the control of the Directors,as expressly provided for in the Articles of Incorporation.
In all the circumstances the allegations by the writer of the articles under review are unfounded and without merit.
It is unfortunate that the writer of the articles did not undertake greater due diligence towards determining correct factual positions, before publishing false and misleading material that could be injurious to the Company,this at a time when the Company has embarked on programs to stabilize its operations and to achieve its objectives in the short term.
