S.BVPS delisting notice

Wednesday, 16 January, Year 5 d.Tr. | Author: Mircea Popescu
    This statement was announced for January 15th. It is late by a few hours as the result of the ultimately vain hope that the people involved might actually resolve the situation.

S.BVPS was listed on MPEx on April the 12th, 2012, under the ownership signature of rg, then as of now one of the best trusted WoT members. It began trading on the 15th that same month, with a total market capitalisation of about 3`000 BTC. It has been trading for most of its history around that value, with a sudden spike recently as the result of stock purchases part of a larger takeover effort.

The company paid regular and significant dividends, however after the first few months it stopped releasing Profit and Loss statements, finding itself thus in breach of its contractual obligations, specifically 2.2.e which reads :

The Directors solemnly promise and warrant that complete and accurate Statements of Profit and Loss for each calendar month will be published by them no later than by the fifth day of the new month. Under exceptional circumstances and for good cause the publishing of the Statements of Profit and Loss can be deferred no more than once in a calendar year so that the Statement of Profit and Loss of one month is published together with the Statement of Profit and Loss of the next month.

Attempts to cure this failure through hiring outside help never materialized. Eventually the owner disappeared for a lengthy interval, during which time the company encountered operational difficulties. The owner resurfaced in December of last year, announcing that he had agreed to what he characterised as a "sale of his interest" in BitVPS.

Such a sale as a private conveyance of controlling interest in the company is however not permissible under the contracts signed. The only means to effect change of controlling interest in BitVPS is to have the whole company acquired, which entails a) payment (either in cash, shares or both) be distributed to all shareholders equally, with outgoing management realising their compensation through that channel, and also in the event that the payment does not reflect the full value of the company b) that the new management signs acceptable contracts to continue being listed on MPEx.

Since the whole payment was modest (in the neighbourhood of 100 BTC) and the acquirersi presented sufficient credibility, discussions started to repair the defective sale into a functional device, allowing them to obtain proper title and S.BVPS to continue on MPEx. I personally donated the time required preparing documents, participated in some discussion on the topic and so forth with both the desire and the expectation that all outstanding problems may be resolved and the transition be smooth.

I'm not entirely sure what the cause is, but in any event the needed addendum to the original contract had been awaiting signatures for about three weeks now. They haven't materialized, and my originally generous and possibly excessive term of January the 15th has come and gone. This leaves me with no choice other than to declare the purported conveyance a conversion, and to announce that S.BVPS shares will be delisted from MPEx starting February 15th.

Trade will not be suspended in the interval. At the time of delisting the situation of shareholders will be published - encoded with the owner's key - after which all shares held by any account owners will be discarded as worthless. If you wish to retain statements showing your S.BVPS ownership please do so before that date.

I will not be pursuing claims against either group of conversants, on one count because from what I can determine the total outstanding share value is smallii and on the other because it is extremely difficult to discern bad faithiii. Seeing how usagi was not prosecuted in similar but in my estimation more serious circumstancesiv and seeing how any recovery is (again in my estimation) unlikelyv prosecution doesn't seem sensible. Any shareholder that disagrees with these estimations is of course free to bring his own actions in any manner he or she may see fit.

It seems a pity in retrospect, and I am certain that this delisting marks the destruction of BitVPS' most valuable asset, but such is life.

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  1. A team of three, composed of Namjworld, phungus and arij. []
  2. In any case under the 100 BTC statutory limit of the ROTA. []
  3. Namjies seems to have in good faith purchased a significant number of shares at a significant premium in the weeks prior to the attempted takeover. Rg's disappearance seems linked to a demanding new job or something like that. []
  4. Substitute implosion of GLBSE for rg's disappearance and seriously fraudulent/inept hanling of funds for failure to act timely and you obtain - in my estimation - a much more serious situation. []
  5. Not least of all because from what I understand rg has disclosed his private keys. []
Category: MPEx
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