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M&G are an amazingly crass organisation. I wrote to them ages ago asking them why they were agreeing to such a poor offer and why they would be in favour of it given they were supposed to be growing their investors cash. What I got was an officious sounding reply saying they treat all financial enquiries from the public as complaints, but are unwilling to offer a comment relating to the BCN decision into the general marketplace. I did make a comment about how poorly the M&G recovery fund had performed and decisions like this may have been a contributory factor, but hey politics were never my strong point !
@CliffWeight Given most UK investors will hold their shares in an ISA where you cannot hold unlisted investments a delisting would be very detrimental to holders. Especially those with a larger holding as you will effectively lose that ISA allowance. I would expect most in an ISA would be far better accepting the offer if 75% is reached? Presumably those with a SIPP would be in a similar position?
Thanks jam Excellent post from you as usual, concise and useful for all posters here. Have already decided to take a couple of pro plus pills and sit and read the document properly this afternoon, I admit to only a fairly rigorous scan so far. However having read it properly then I may still think I understand it more than I actually do.
Its all there in the offer doc @johnpwh.....if u can understand it ! I think if u bought shares now, u would still be entitled to accept the offer up until the unconditional date, which is provisionally 14th Nov. It looks like there will be RNS's (on acceptance progress ?) from Oct 6th If u accept, then your shares are placed into escrow, but it looks like there is a way to change your mind and take them out again. If u accept, and then the offer is revised upwards u will be entitled to the new offer. if u don't accept, then the offer becomes unconditional, then u would still have 14 more days when u could accept the offer. A few snippets that may help, but TBH there's such a lot of variables, that nothing is really that certain. As noted on ZNWD board, Solarworld creditors will enter 3mth period this week; which means they can sell up to 25% of their shares......so worth keeping an eye on ZNWD price, it was a sweetener at 26p but has become less sweet recently
lanraven If BCN delist and you haven't accepted the deal then you will have shares in BCN but will have no way of selling those shares as by definition they are no longer in a market. if you believe that will happen then far from thinking you have nothing to lose by rejecting the offer (which you don't have to do as its the default, you only vote to accept), then I respectfully suggest the opposite to your statement is true - you should accept the offer rather then end up with illiquid shares. Out of interest, all the shares I have were bought prior to 10th September, and I understand it is the holding at that date for which you can (if you so choose) nominate acceptance. If I bought more shares now, ie post 10th September, would they be treated as a separate holding which may end up hypothetically, trapped in a private company following delisting?
Hi Cliff, Just to be clear if Gangfeng are able to delist , people’s money(shares) who are still left in the company having not sold, will still carry value dependant on the company’s market cap. If this is the case everyone should be rejecting the offer as they have nothing to loose long term. ??
“If Ganfeng acquire >75% of the shares, they can apply to the AIM to delist the shares.”
Where is it written that they must own more than 75% of shares? They could own 51% and put the matter to a vote at a general meeting. If only 60% of shareholders attend, as just occurred, but 75% of them agree, which would be met just by the Ganfeng shares in attendance, the delisting is approved. That is, unless you are counting heads and not shares, which would be absurd but analogous to the rule for schemes of arrangement.
“Any cancellation of a company’s securities on AIM will be conditional upon seeking shareholder approval in general meeting of not less than 75% of votes cast by its shareholders present and voting (in person or by proxy) at the meeting.”
True or false: Ganfeng can purchase shares on or off the exchange after they acquire 50% ownership and the contractual offer period has expired. They can pay the price in their contractual offer, or they can pay less or more than that amount.
10. If Ganfeng acquire >75% of the shares, they can apply to the AIM to delist the shares. If Ganfeng do this, it will mean that Ganfeng will have a rump of shareholders who cannot sell their shares, unless special arrangements are made. There can be no guarantee that “nice” arrangement will be made. Ganfeng may however wish to avoid having a rump of disaffected minority shareholders. Ganfeng will have to respect the minority shareholding rights of UK companies as laid out in the UK Companies Act. 11. If Ganfeng acquire between 50% and 75% of the shares, they will have to continue the listing of the shares and have to follow stock market rules in respect of UK listing requirements and the respect to minority shareholding rights of quoted companies.
I think there is a bit of misunderstanding on this and other boards and some of it is confusing. It would useful if all agree the position re the takeover offer and consequences. The simplest way I can explain it is as follows.
1. Ganfeng have made a takeover offer in the form of a contractual offer for shares. 2. The offer is conditional on Ganfeng getting acceptances from more than 50% of shareholders (i.e. in terms of numbers of shares). 3. Once Ganfeng have more than 50% of shares, they have control of the company. 4. There is no vote for or against the takeover. Shareholders simply choose to accept the offer, or do nothing. 5. If a shareholder does nothing, then they retain their shares, unless Ganfeng acquire 90% of the shares, in which case they can “Squeze-out” the remaining shareholders. This means they can force the remaining <10% to sell their shares to Ganfeng. 6. Shareholder is a complex thing in UK law. If you hold your “shares’ via a platform, the shares will actually in UK law be owned by the nominee company of the platform and not by you. You will have rights over these shares as laid down in the terms and conditions of the contract you agreed to when you signed up with the platform. 7. The terms and conditions of the various platforms differ. I cannot generalise what each platform will do nor what its terms and conditions will say. 8. Interactive investor, for example which is the platform I know best, will follow clients requests, so if you tell them to not accept the Gangfeng offer they will not, in respect of your shares. If no instruction is given, they will take such action as they in their “reasonable discretion determine”, but it is unclear what action they will take. I will write to them, lay out the facts and ask them. 9. Hargreaves Lansdown have told us that “We do not write to clients until we have the full details of the corporate action including dates. Up until point the issue is effectively rumour. Once clear announcements have been made to the stock exchange, we write to holders with the details of any corporate action and then facilitate voting for those who wish to do so. It is for self-select investors to do their own research and decide the best course of action for their circumstances and proceed accordingly. As their broker we will act on their instructions, should they decide to take action.” If this is the case then all those who notify Hargreaves will have their instructions followed. If they give no instruction then Hargreaves will do nothing, and the clients will retain their Bacanora shares. I have written to them to confirm that this is the case. 10. If Ganfeng acquire >75% of the shares, they can apply to the AIM to delist the shares. If Ganfeng do this, it will mean that Ganfeng will have a rump of shareholders who cannot sell their shares, unless special arrangements are made. There can be no guarantee that “nice” arrangement will be made. Ganfeng may wish to ...1 of 2.