uestion 4 (20 marks)

Dr Jenna Groan is an environmental scientist and Mr Dave Curtins is an energy engineer. These two entrepreneurs have a dream to create green business that is also very profitable. After significant consideration and consultation, they decide that their best business idea is to create energy-trading platform that allows households to trade excess solar power. This ambition is further cemented when the duo are named as a top 3 finalist in the Xtreme Tech Challenge, a competition for entrepreneurs.

In 2017, before the company is established, Dave Curtins borrows $500,000 from NAP Bank to set up the company's headquarters in the business district of Fremantle, create the company's website and design the business plans. This money is loaned by NAP Bank to the yet to be created company.

In 2018 the company is registered with ASIC as Power Ledger Ltd. Dr Groan is the Chief Executive Officer, director and Chairman of the Board of Directors. Dave Curtins is the General Manager of Operations and a director.

Power Ledger Ltd issues a prospectus aiming to raise $10 million. Among other things the prospectus states: Power Ledger Ltd aims to make energy more distributed and sustainable for consumers focussing on the democratisation of power. Power Ledger Ltd will be using its blockchain platform to trade energy peer-to-peer or neighbour-to neighbour.

An interview with Dr Groan is included in the prospectus where she is quoted as follows: 'Basically, Power Ledger has a software solution and it connects to smart metres. It reads the outputs of the metres in terms of electricity that is being consumed or generated and it records that on the blockchain. It is expected that more than two million households will sign be using this platform'. The company is inundated with people wanting to become shareholders and raises $10 million by issuing 100,000 ordinary shares. This money is quickly used up in establishing branches across the country.

Within a year it becomes evident that the only 200 people are using the platform set up by Power Ledger Ltd. The main reason for this low take up is the costs of trading for the user of the platform which are very high and includes the connection fees paid to electricity retailers as well as the user fee paid to Power Ledger Ltd. It becomes clear that Power Ledger Ltd is going to have difficulties meeting its expenses and closes its Melbourne office and dismisses all the staff in that office. Following the shut down, shareholder unrest begins to mount. In order to quell this unrest the board of directors pass a resolution to issue a dividend of 2 percent on ordinary shares payable in October 2018.

Things do not improve and the company is forced to close all its offices in Australia and move its business activities to developing countries where they will manufacture and sell solar products.

Advise the following:

a) NAP Bank on how it can recover the loan of $500,000. (5 marks)

b) Ordinary shareholders on their rights about the discrepancy between the expected and actual user numbers. (10 marks)

c) The Board of Directors on the dividend issue. (5 marks)