Regarding the NOTC aspect, looking at the specific details in the wording, this actually is the give away here.
Introducing the preference share might seem a very smart move to combine several practicalities. The company has stated the following as reasons for delisting from NOTC:
- The pref share class makes it complex for ongoing adjusting/calculating ordinary shares.
- Either way, not planning anyway to introduce the pref share class on NOTC (why trade them?)
- The participating investors of the pref share class has indicated they want to delist from NOTC.
- Low trading volume on NOTC (stated in the general assembly document).
- It is in the best interest for all shareholders.
First of all, there are several reasons packed in a mix, drawing the picture that this is too complex.
Actually, its fully possible to list several classes of a shares on OTC (pink sheets), but its clever to present these mixed arguments, despite them being different. The most interesting is the following statement:
… on the background of expressed interests from the investors of the New Preference Shares, the Board believes it is in the best interests of the Company and its shareholders to deregister the ordinary shares from N-OTC
Actually what they are saying here is that NOTC has “very low trading volume” so let us fix that with just delisting it entirely. Those arguments oppose each other, because delisting means zero trading. In addition this is a small investor cut demanding all other investors to lose the NOTC trading possibility and the board is stating:
believes it is in the best interests of the Company and its shareholders
The only way this could be in the interest of the major shareholder group is an upcoming exit. In this light, they are telling truth, they recommend it because the upside is coming, but its required to delist from NOTC.
Concluded: A small investor instructs the board to recommend delisting for everybody else.
The funding situation cannot be so grave that they oblige to this just out of thin air.
Seen in the light of the CEO hire this is really great. Crayonano would never onboard, or the CEO would never accept an offer without guarantees or information of what is coming. You dont hire such CEOs into financial crisis. It is normal to place CEOs in position to streamline processes.
If publicly traded companies are to acquire other companies, its much easier for them with regards to compliance and regulations to acquire private companies. Delisting from NOTC could obviously be presented with other reasonable explanations, but hiding the actual reason.