Nasdaq

nasdaqOne Holder Controls All the Class B Shares. They Just Tripled Their Votes.

The sole holder of Republic Power's Class B shares voted to triple their per-share voting power and cleared the way to issue a billion more of them. The company is also moving its legal home from the British Virgin Islands to Cayman.

One Holder Controls All the Class B Shares. They Just Tripled Their Votes.
Illustration: markets sector, not the company's own operations. 20120105-OC-AMW-0425 (7042322619) — U.S. Department of Agriculture, Public domain, via Wikimedia Commons.

All of Republic Power Group's Class B shares are held by a single person or entity. Last week that holder voted to triple the voting power of each share — and to authorize a billion more of them.

Republic Power Group Limited (Nasdaq: RPGL) NASDAQ: RPGL

The vote took place at an extraordinary general meeting in Singapore on August 24. The proposal to increase Class B voting rights was, according to the 6-K filed with the SEC on August 25, explicitly conditional on the sole Class B holder's approval. They gave it. Each Class B share now carries 100 votes instead of 30.

Only about 30,000 Class B shares exist today, set against roughly 16 million Class A shares outstanding, each carrying one vote. The arithmetic of that gap has just shifted considerably. And the bigger change may be structural: before the vote, the company was authorized to issue no more than 62,500 Class B shares in total. After it, that ceiling is 1 billion Class B shares — a cap that is more than 16,000 times larger than the one it replaced. The total authorized share count now stands at 11 billion, split between 10 billion Class A and 1 billion Class B. Every new Class B share issued would carry those same 100 votes.

Shareholders also handed the board a standalone mandate to consolidate shares without a further vote. The board may, at its sole discretion, carry out one or more reverse splits at any ratio from 1-for-2 up to 1-for-50, at any point within 180 days of the August 24 meeting. If it acts, the articles will be amended to reflect whatever ratio it chooses.

A sixth proposal approved moving the company's legal domicile from the British Virgin Islands to the Cayman Islands, subject to receiving government and regulatory approval, the filing states. A seventh approved the form of Cayman memorandum of association that would take effect on continuation.

Shares closed 16.88% higher at $2.3200 on August 27, after the 6-K was filed, on dollar volume of about $4.9 million across 6,816 trades. Short volume that session was 957,779 shares, equal to 72.69% of reported volume.

The filing does not say who holds the Class B shares, nor does it disclose any plans to issue additional Class B shares or execute a reverse split. The authorization exists; what the board does with it has not been stated.

Written by the PennyStocks.News desk from company filings and releases. Figures as reported by the company; no guarantee of accuracy or completeness. Nothing here is investment advice.