Item 1.01 Entry Into A Materially Definitive Agreement
As previously reported, on August 30, 2022, we entered into a letter of intent
(the "LOI") dated August 25, 2022 with Bright Green Corporation ("Bright
Green"), a Delaware corporation, with a binding provision for Bright Green to
acquire a 25% interest (the "Share Purchase") in our company from existing
shareholders in exchange for $4,000,000 (the "Purchase Price"). The LOI also has
a non-binding option for Bright Green to acquire all of our outstanding capital
stock.
The Share Purchase was subject to a Share Purchase Agreement with the following
conditions, all of which have been satisfied:
1) Bright Green shall have obtained and completed sufficient and satisfactory
financing of the Purchase Price;
2) We shall submit to, and facilitate, a due diligence review performed by Bright
Green's counsel; and
3) Terry Rafih, or his designee, shall be appointed to our board of directors.
The closing of the Share Purchase occurred on October 4, 2022. The Purchase
Price was divided equally among the following shareholder companies for their
shares, controlled by affiliates of our company namely: Phyotherapeutix Holdings
Ltd (Colin Stott), Equipped4 Holdings Limited (Dominic Schiller) and TPR Global
Limited (Timothy Rogers).
These shareholder affiliates, through their respective companies, have committed
in the SPA to enter into loan agreements with our company to provide up to
$4,000,000 USD of working capital.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 3rd, 2022, Seamus McAuley resigned as Chief Executive Officer, with
immediate effect. On October 7, 2022, the board of directors accepted the
resignation of Seamus McAuley as Chief Executive Officer.
Also on October 7, 2022, we have appointed the following officers and directors:
David Hitchcock was appointed as our CEO, and Terry Rafih was appointed as a
member of our board of directors.
David Hitchcock - CEO - Age 59
David Hitchcock, OBE has worked in the City of London for nearly 30 years, most
recently in companies he co-founded to facilitate equity investment into UK
Small and Medium Enterprises (SMEs). His experience concentrated particularly in
the UK Life Sciences and Precision Engineering Sectors including listings onto
the London Stock Exchange. David and his team bought several high precision
engineering companies from administration, turning them round and creating over
200 jobs in Wales and the West of England including a standalone apprentice
training centre.
David spent 21 years in Investment Banking with 10 years as a Managing Director
at JPMorgan and Head of Investor Client Management. David and his team managed
the bank's most senior client relationships with its most important
institutional asset managers and hedge funds in the UK and EMEA. He began his
City career in Equities at Goldman Sachs in 1992. Before entering the City David
served as a British Army Officer with The Sixth (Queen Elizabeth's Own) Gurkha
Rifles. He is a Graduate of The Royal Military Academy, Sandhurst and Pembroke
College, Cambridge.
David has lectured at The Royal College of Defence Studies and the Master of
Finance Course at the Judge Business School, Cambridge University. He is a
Trustee of several educational and military charities.
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Terry Rafih- Director - Age 67
Terry Rafih has been Chief Executive Officer at Bright Green Corp. ("BGC") since
September 2022 and the Chairman of BGC's Board since October 2019, and
previously served as BGC's Interim Chief Executive Officer from June 2022 to
September 2022. Since January 1989, Mr. Rafih has been the Owner and Chief
Executive Officer of Rafih Automotive Group, one of Canada's largest networks of
auto dealerships. Mr. Rafih has decades of business experience and has managed
mergers and acquisitions representing several billion dollars in aggregate
value. Mr. Rafih received a B.S. in business administration from the University
of Windsor. Mr. Rafih brings over 30 years of executive leadership experience to
the Board. Mr. Rafih's insights are critical to Board discussions.
Aside from that provided above, Mr. Rafih is not a director of any public
companies. We believe Mr. Rafih is qualified to serve on our Board of Directors
because of his prior service as a board member and officer over public companies
with years of experience and involvement with public company acquisitions.
Aside from it being a condition of the Share Purchase, there were no
arrangements or understandings between Mr. Rafih and any other persons pursuant
to which such individual was selected as a Director of our company.
There are no family relationships between our officers and/or directors.
Other than described above in Item 1.01, Hitchcock and Rafih have not had any
material direct or indirect interest in any of our transactions or proposed
transactions over the last two years.
We intend to offer an Employment Agreement with Mr. Hitchcock at some point in
the future.
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