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14.85 pence in cash for each Scheme Share (the "Increased and Final Offer
Price")
Not enough for me. I'm NOT backing down over a mere 10% increase. If we fail, we fail with honour and after a good fight.
10% uplift - is that enough??
Last night I I used the online account service for Halifax Sharedealing and voted against again
“ At Shanta Gold, we are focused on maximising value for all our shareholders. We implement a rigourous strategy that is focused on net present value (NPV) whilst ensuring continuity and consistency through sustainable and responsible mining.‘
Eric, knowing current performance and non-hedged PoG, could you give us NPV please?
I have voted against ( again) through HL. Only being asked to vote for or against the scheme without any info on what the scheme is.A new scheme,same as the old scheme?Who knows.
Just seems like there’s a lot of scheming going on.
Anyone with certificates rather than online holdings - have you received your voting form - I haven't.
Great stuff Hounddog 10.
this is a veritable **** show. like others i have now seen that hl have the upcoming meeting on their list of shareholders' meetings and that "no instruction has been given". but what are we voting for? the same offer as before, which is crazy. bod are either useless, clueless idiots or exceeding clever and assuming that we're getting tired and can be tricked into not voting again. they may be right. but what is going on is not transparent and all hell will break loose if, by default, the resolution to sell for less than the current sp gets passed.
i have now voted again and just pray that everyone else does too.
Thank you for that .I have also now checked at HL and re posted my NO vote (also printed copy and asked for email) .
Great. The more complaints to the Court the better.
4/4
Whatever the exact circumstances and facts are (and for whatever reasons) it is hard to see that the delayed voting timetable on this takeover for private investors is moving forward in an orderly manner that brings any credit to the AiM or London market as a whole. A market that is already under considerable pressure. I should say that I do not believe these difficulties are intentional but more an unfortunate coalescence of circumstances in the relatively unusual circumstance of an adjourned Court Meeting.
In terms of the Shanta takeover private investor involvement is not entirely semantic. Clients of just three of the major private client brokers - Hargreaves, Interactive Investor and AJ Bell, at Shanta’s own last count (notably, collectively, still there post bid), own some 21% of Shanta. As you will be aware a Scheme vote can be defeated by a relatively small percentage of investors.
I would suggest the need for the Panel to ask the advisers (Berenberg and Liberum, particularly Liberum as it is the Rule 3 adviser to Shanta) to take control of the situation. The fairest outcome would be for Shanta/Saturn to provide clear guidance and, if necessary, further delay the vote such that there is adequate time for investors to consider matters and not be railroaded into a decision with uncertain information.
Thank you.
3/4
As you will be aware, there is always the option on the Scheme vote (but not on the AGM vote) for shareholders to turn up at the Court Meeting and vote but this is almost always prohibitive in terms of cost and time for the private shareholder (Shanta’s topco is registered in Guernsey). Presumably the Scheme vote cannot be concluded until the Court Meeting occurs but conceivably the AGM vote is done. However, there is no clarity on this.
It should be noted that the Scheme Document states that any adjournment would result in (both the Scheme and AGM) voting deadlines being pushed back with the “remote” voting deadlines and count happening in a similar manner to the original timetable ie two days before the adjourned Court Meeting (so the new deadline being 26 March 2024).
What has happened over the weekend and the end of last week is that major private client brokers have started to issue reminders to their clients to “take action “ and vote again. Deadlines that have been set include the 21 and 22 March 2024, somewhat ahead of 26 March 2024, no doubt for logistical reasons. In other words, very little notice.
Many private investors are now confused as to what they are being asked to vote on. There has been no further instruction from Shanta on voting (or indeed any particular specificity from the private client brokers, who seem to be largely activating standard administrative processes to deal with a timetable that is not in their control). Some private investors are reporting on investor bulletin boards that their initial voting intention has been wiped and they have to vote again. If this is indeed the case, it should not be happening that their initial intention is no longer valid. Other private investors are saying that they can no longer vote on the AGM vote, which may indeed be legally correct but remains unexplained by Shanta.
2/4
As you will be aware there are normally two votes on a Scheme, as is the case here. One specifically on the Scheme and another an AGM vote on amending the Articles of Association in order to effect the Scheme.
The “remote” electronic vote on both motions (the remote electronic vote being the
relevant one for private investors) on the takeover was scheduled to complete on 27 February 2024 at just after midday with the Voting Record Time happening at 6pm that day. The Court Meeting to give legal effect to that vote was to be held two days later on 29 February 2024. At 7am on 29 February 2024 Shanta released an RNS saying that the Court Meeting was expected to be adjourned to 28 March 2024. No explanation was given as to the reason other than it was:
“Following feedback received from Shanta Shareholders in connection with the Scheme,”
The status of votes already cast and, presumably, counted on 27 February 2024 was not explained. On 3.20pm on 29 February 2024 Shanta released a further RNS confirming the adjournment of the Court Meeting and stating that, in the meantime, shareholders should take “no action”:
“As disclosed in the Adjournment Announcement, it is expected that the adjourned Meetings will be reconvened and held on 28 March 2024 and a further announcement detailing the timetable in relation to the adjourned Meetings will follow in due course. The Independent Shanta Directors recommend that Shanta Shareholders take no action at this time.”
There has been no “further announcement”.
1/4
SHANTA GOLD LIMITED
I write in relation to the potential takeover of Shanta Gold Limited (“Shanta”), an AiM admitted and traded company that mines gold in Tanzania, and to draw your attention to certain matters. To put it mildly, this a controversial takeover by an insider (a non executive director) and his associates/family. The SPV being used is Saturn Resources Ltd (“Saturn”), a wholly owned subsidiary of ETC Holdings (Mauritius) Limited, a private conglomerate. The takeover bid was only at a negligible 6.72% premium to the then share price and was announced on 20 December 2023. So the announcement was immediately before the Christmas break when the City is almost completely closed down for a fortnight.
The takeover is by way of a Scheme of Arrangement (“Scheme”) with, somewhat inexplicably, given the minimal premium, a recommendation by Shanta’s Board of Directors. As is normal, a Co-operation Agreement between Shanta and Saturn was signed on 20 December 2023. So, as you know, Shanta and Saturn are, more or less, in lockstep and working together.
Hi I just called HL thanks to the posters here .. at first they said they did not know anything about it ..double checked and then said indeed it looked like they needed to send further info re a second vote .. they said they would send info shortly re Secure message … I urge everyone to keep an eye on their secure messages to not miss the vote and let the duplicitous board win Thankyou
...and if anyone else wants to email Shanta directly asking them what the hell is going on... fill your boots!
info@shantagoldltd.com
Aimregulation@londonstockexchange.com
court.reception@gov.gg
Many thanks Harrogate4
I will amend slightly (so as not to trigger any potential spam filters?) and send to the AIM Regulator and Guernsey Courts.
If someone could repost the two email addresses please I'd be grateful.
Thanks again.
On ii my vote now says expires 25/3/2024 - not much use for a meeting on 28th.
'Since no announcement detailing the timetable has been made, I am wondering if A J Bell has jumped the gun? The message expresses an expectation only; not a certainty.'
Possibly, but that does not explain why HL has removed people's votes and put up the statement 'No instruction given'. in investors' accounts.
I’ve done just that Harrogate, along with a complaint about the lack of transparency from the company, the lack of expected good news, the ‘related party’ aspect (much frowned upon in the City), and the hike in the PoG making this offer wholly unfair to LTHs.
I have just checked the secure messages I received from A J Bell regarding the adjourned Court and General Meeting. They contain a link to the RNS issued by Shanta confirming that the meetings have been adjourned. This RNS states
” As disclosed in the Adjournment Announcement, it is expected that the adjourned Meetings will be reconvened and held on 28 March 2024 and a further announcement detailing the timetable in relation to the adjourned Meetings will follow in due course”
Since no announcement detailing the timetable has been made, I am wondering if A J Bell has jumped the gun? The message expresses an expectation only; not a certainty.
Does anyone have any better information? It seems to me that no new vote has actually been called.
Say no
Mimbrit ----"There could well be a much lower voting count because of this, and perhaps this should also be flagged up to the Court."
All flagging up can be done to the court at: court.reception@gov.gg