BLT - Blis Technologies

[simla]

https://www.nzx.com/announcements/320069

3 Election of Mr Barry Richardson as a director (Resolution 2)
To consider, and if thought fit, to elect Mr Barry Richardson as a director of the Company by passing the following Ordinary Resolution:
“That Mr Barry Richardson be elected as a director of the Company.”

Blis watching just got interesting, yet again.

[simla]

The announcement is even more interesting because it included the statement:

"3.2 The Board does not believe that the appointment of Mr Richardson will sufficiently add to the Board’s capability and does not support the election of Mr Richardson. " https://www.nzx.com/announcements/320069

Some people might find it remarkable that the Board does not feel that the previous CEO of 9 years has anything much to contribute to the company.

Well, there is no explanation given of why that would be the case. It does not very obviously seem to be based on the financials though:


Annual Revenues during Barry's last few years as manager:

2013 1.16m

2014 1.32m

2015 2.63m

2016 5.66m


That transition from Barry to the current management was during 2016. The current management revenues since then have been:

2016 5.66m

2017 6.54m

2018 5.28m


ps. Obviously I checked these figures but everyone on this site is endlessly reminded to do their own research of course. I no longer hold shares in this company, and so will not be part of this vote.

[simla]

To state the obvious: Having given 9 years of his life to the company, it is remarkably generous that he is offering more. Well, that's my opinion anyway.

[bullfrog]

To state the obvious: Having given 9 years of his life to the company, it is remarkably generous that he is offering more. Well, that's my opinion anyway.

Seems passionate and knowledgeable, it’ll certainly stir things up. He appears to have an agenda that may be making directors nervous, ex CEO sometimes do not make good team players. To make a decision sh need a little more information as to the directors concerns.

[kiwidollabill]

Did you read Barrys submission at the bottom of the release. Seems very self serving considering his tenure to now. It's quite likely that the new strategic focus of the company means his skill set is not required, and the way he is looking to conduct himself will only cause issues. Sometimes you just need to let go....

[THEONE]

Barrys got my vote...He is passionate about the company with vast knowledge and experience.

I assume he has a truck load of shares, so has a vested interested to make sure they do well.

I actually think it is a bit disrepectful of the board. Barry built the company which they are now working for. But they would rather have an ex ceo of a port. With I assume no shares..

Ultimately Barrys agenda will be for Blis to be successful and the share price to increase.

Surely some one would be interested to takeover Blis at current share price...?

SIMLA are you keen to buy back in ?

[simla]

the new strategic focus of the company

You may have summed up the question at hand there. Do shareholders want to vote on that?

On the one hand we have Barry's statement :

'I have remained apart from this Company for over two years now, allowing the new management team to establish their own strategy. I am firmly committed to Blis Technologies and to its products, but like many other shareholders, I am deeply concerned about the current circumstances and the lack of commercial traction, when earlier the Company was on the verge of being a profitable operation."

And on the other hand the company's statement:

"The Board does not believe that the appointment of Mr Richardson will sufficiently add to the Board’s capability and does not support the election of Mr Richardson. "

Shareholders might find it useful to decide whether in fact they do or do not believe there is a new strategy in operation, or merely new management. I personally believe there is, given the change in financials and the frequent use of the words "finished product", but I do not recall seeing the actual phrase "new strategy" in any announcement from the company, so that would really appear to be a genuine question for shareholders to each answer. Ideas anyone?

And then do shareholders wish to have a chance to vote on their endorsement of what is now happening after a couple of years experience of it, be it new strategy or new management or both?

It certainly is a remarkable situation should shareholders wish for that vote. By publicly choosing to oppose Barry, and what he is saying by implication surely, the company appears to be openly inviting shareholders to back them or to not back them in their vote. I really cannot see how else to interpret the company openly opposing this. Suggestions welcome though.

And then, if shareholders do want to vote on that, how do they feel about what Barry lists: "the current share price, the limited working capital available, high overhead costs, the fluctuating sales in many regions, in marked contrast to the European sector. Of concern also is the long-term potential impact on the company after the expiry of the Blis K12 patent in 2 years"?

And then finally shareholders would need to decide whether the Board is correct that Barry does not "add to the Board's capability" or do they think his input would be valuable?

To add the obvious, I sold out last year with much disappointment to me personally, after already reaching my own opinion on this sort of issue. It does not make me right however, and shareholders would now appear to have a unique opportunity to vote on their thoughts.

[simla]

SIMLA are you keen to buy back in ?

You might assume that I took a considerable emotional hit in deciding to sell out of Blis. I do not have the fortitude to risk going through that again.

[simla]

This situation is interesting too if we consider the maths of the voting.

The 2018 report tells us on p40 that the Board members themselves directly control about 68m shares, or about 6% of the 1107m share on issue. So they they have little direct control on the outcome of a vote in choosing to openly oppose this nomination. https://blis.co.nz/wp/wp-content/upl...eport-2018.pdf

The last two directors were elected last year with votes of 406m and 379m out of 1107m shares, or 37% and 34% respectively. That means that over 60% of the shares were not voted (since hardly anyone voted against or abstained). https://blis.co.nz/wp/wp-content/upl...Results-v2.pdf

Remarkably too, the top 20 shareholders have 56% of the votes (p40 2018 report above) so that the director votes of last year barely covered half the top twenty voting potential.

The company's opposition certainly suggests there will be "no" votes, against the appointment. But all up, it would appear that the shareholders genuinely have an opportunity to control the outcome of this vote if they choose to use that opportunity.

[simla]

I note that the proxy form says : http://nzx-prod-s7fsd7f98s.s3-websit...069/281901.pdf

"As a shareholder you may attend the meeting and vote, or you may appoint a proxy to attend the meeting. A proxy need not be a
shareholder of the Company. The chairman or any other Director of the Company is willing to act as a proxy. If a shareholder
wishes to appoint the chairman or any other Director as proxy, they will vote in favour of all of the other resolutions put to the
meeting unless otherwise directed. To do so, please write their name or position clearly in the space marked (eg, "Chair of the
meeting").
If you are joint holders of shares each of you must sign this proxy form and the appointment made in this section is made on behalf
of each joint holder. If you are a company this proxy form must be signed on behalf of that company by a person acting under the
company’s express or implied authority.
For this proxy form to be valid you must complete it and send it to the Company at the above address so as to ensure that it is
received not less than 48 hours before the start of the meeting, being 11:00am on Wednesday 25 July 2018. If it has been signed
under a power of attorney please send a copy of the power of attorney (unless already deposited with the Company) and a signed
certificate of non-revocation of the power of attorney with this proxy form.
If you return this form without directing the proxy how to vote on any particular matter, the proxy will vote as he or she thinks fit."

"Please return completed proxy form to: Blis Technologies Limited, 81 Glasgow St, South Dunedin, PO Box 2208, South Dunedin 9044 (Attn: Pamela Bedford) or by email to pamela.bedford@blis.co.nz no later than 11:00am on Wednesday 25 July 2018."

This seems clear enough. On the other hand, the announcement said: http://nzx-prod-s7fsd7f98s.s3-websit...069/281900.pdf

"For the appointment of a proxy to be valid, the form must be lodged at Blis Technologies Limited, 81 Glasgow Street, South Dunedin, PO Box 2208, South Dunedin 9044 (Attn: Pamela Bedford) or sent by email to pamela.bedford@blis.co.nz no later than 48 hours before the start of the meeting (that is, by 11:00am on Wednesday 25 July 2018). Postal voting is not permitted. "

This seemed less clear to me. You can or cannot post the proxy form after filling it in? Or you have to scan it and email it?