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I've emailed a number of people on your list - thanks Fozdog.
I hold approx. 30,000 shares and although I am already in profit this company is being stolen, and I intend to vote against!
Fozdog, not sure I entirely agree Ganfeng's Holding prevents another party coming in. Agree it's unlikely but certainly not impossible. A determined prospective Purchaser could freely start to hoover up Shares and build a substantial enough position to block Ganfeng's Bid or force it to increase or withdraw its Offer.
Notwithstanding this, if the Board & Ganfeng get wind of there being sufficient Shareholders who will vote against, I wouldn't be surprised if Ganfeng make a higher Bid than 67.5p, just to persuade any doubters or 'swing voters' across the line. Not an unheard of tactic, by any means.
I think johnpwh's figures say it all though. We're just minnows in a much bigger pond of Shareholders that exist and who either won't vote at all or are unaware of the existence of this ChatBoard or are on other ChatBoards, etc. Consequently, the only way to get our voices heard (unless we get a Reddit type mob on board!), and to glean whether our strategy of voting Ganfeng's Offer down is working or has a chance of working, is to lobby/write to key Shareholders & Stakeholders, as well as writing to the Board.
Not an exhaustive list, but I suggest:
1) Key Shareholders e.g. M&G, Janus Henderson, Platform Securities & HL Nominees, etc. This list may change daily in a Bid Situation, but are subject to Forms 8.3 being submitted a day or so later. At least we may get a flavour for which way they intend to vote.
2) Kwasi Kwarteng, MP, Secretary of State for Business, Energy & Industrial Strategy (aka the Business Secretary) and head of the Department for Business, Energy & Industrial Strategy, which is responsible for the new National Security & Investment Unit.
3) Your own MP.
4) Sir Iain Duncan Smith, MP for Chingford & Woodford Green & former Conservative Party Leader, who, as reported in the Daily Telegraph on 6th May 2021, has already said: "The Government should now call this in and block it. China already has three-quarters of the world’s rare earth minerals and an even larger share of their processing. Rare earth minerals like lithium are to the 21st century what oil was to the 20th century and deals like this are all about taking control of strategic materials to make the West go to China for them.”
5) The Prime Minister himself.
6) Editors of the Daily Telegraph & the Sunday Telegraph, the Guardian, The Times & the Sunday Times, the Daily Mail & the Mail on Sunday, etc., etc.
7) Sam Armstrong of foreign policy think-tank the Henry Jackson Society. Also quoted in Daily Telegraph article of 6 May: "The National Security and Investment Act, which became law just last week, allows ministers to block acquisitions that risk hostile states obtaining a stranglehold over critical resources. There cannot be a better candidate for the first ministerial call-in under the new legislation than this deeply worrying acquisition that risks handing control over a critical resource of the future to a genocidal state."
Hi Etotheipi
I think M&G now have 13.6% is of the new enlarged shares in issue following the issue of new shares to satisfy GFs enlarged
28.8% holding. But that;s by the by, your numbers show how close it is.
M&G will be well aware of their pivotal role here. I find it hard to believe they wont exploit it to realise a higher price for their investors.
Wow chaps/chapesses some great posts while I was out, which I haven't fully worked through.
Others may have already put this but as jam said there needs to be support of 75% of Scheme Shares. A quick and dirty search of the RNS using CTRL+F shows Scheme shares are shares which don't include Excluded Shares. In turn Excluded shares are those owned by GF or held in BCN Treasury (are there any?).
So, assuming there are none in Treasury, and the above is right, there needs to be:
c.384m x .712 x .25 = c.68.3m of non Ganfeng owned shares voting against to block
if 75% of ALL shares were needed, the number of non Ganfeng owned shares needed voting against to block is :
c.384m x 0.25 = c.96 m
So assuming all my ramblings are correct its a close run thing if M&G say no, since Hanwa surely will
M&G and Hanwa have I think about 17% of the soon to be larger issued shares, so 0.17 x c.384m = c.65.3m
So it looks like 75% of the non-Ganfeng shareholders need to vote in favour or to put it another way 25% to vote against. That's 18.5% of the shareholders, given that M&G own 15.87% and Janus Henderson own 2.1% their decision is vital. If they are against the offer then it only takes 0.53% of the remaining shareholders to vote it down. HL and Platform securities nominees own 1.2% and I'm sure there are other nominees to be declared soon. The problem is that I would assume someone inside Bacanora would have sounded M&G out so probably know which way they are going to vote.
100% FozD, the only surefire remedy is to cut out the cancer at source. Replace the 'head and tail waggers' with people who will properly represent all shareholders.
from RNS:
In particular, Bacanora Shareholders should note that the Offer, if made, would be conditional upon, among other things, the Scheme becoming unconditional and Effective (including its approval by a majority of Scheme Shareholders present and voting (in person or by proxy) representing 75 per cent. or more in the value of the Scheme Shares held by such Scheme Shareholders).
I was with Sirius when Anglo American came in and bought the whole lot, but Ganfeng's 28.89 % stops that happening
Bluegrass that’s my understanding, they need 75% of the remaining share capital not including their own to be binary. Maybe Wrong but that’s my best understanding
I don't think a none vote is classed as a vote for. The Kaz bid vote on HL allowed you only to choose not vote or vote in favour, so the lack of a vote was essentially no.
Fozdog. So are you saying that Garfeng will not be allowed to use their 28.8% to vote in favour? That surprises me, but is very good if that is the case. I think our biggest problem here will be many people not voting at all, especially if those Shareholders who don’t cast a Vote are automatically cast in favour of the Board’s Resolution as suggested by xtw2.
So if I’m right on that from specialist m and a person, then m and g and tiny bit of pis can block this don’t need 25%. I think that’s the reason trading at this discount as no one knows what m and g will do...they can almost block on their own.
Scheme of arrangement means 75% of the remaining share capital and it’s binding on all shareholders.
So ganfeng let’s say own 28.8% they need 75% of the remaining 72.2% share capital. It would be very difficult to get someone to step in when they could effectively block another buyer with their 28.8%.
Effectively they need 54.15% of remaining 72.2% shareholders to get this through.
As previous said the only way to try put cat amongst pigeons here is to get an independent to bring pis together, hit 5% and call special shareholders meeting to remove board members and prevent them agreeing terms.
Then that independent can approach m and g and others on groups behalf.
Good point, bluegrass. Yes, we must all use our Votes. I wonder if those Shareholders who don’t cast a Vote whether their Votes are automatically cast in favour of the Board’s Resolution?
Not sure how long we’ll have to Vote but that’s easy enough to find out too.
Pity we don’t have a corporate M&A lawyer on this ChatBoard!
Thank you for the reply. Assuming it 75%, then I assume it's 75% of votes cast, not 75% of the total share base. If that is the case it is very important that everyone uses their vote. Do the research ahead of time with the broker you bought your shares with so are up and ready to cast vote when and if the time arises. Expect Garfeng and the people promoting this deal will be relying on shareholder apathy and inaction. How long a period do you get to cast vote, is it a set period? During recent share offer holders were given virtually no time to act.
I think we need to ascertain, with absolute 100% certainty, what % Ganfeng needs to achieve for it to be successful in its Takeover Bid and (currently) 67.5p Offer. I think we all seem to agree that it’s not a simple majority of 51%. But we now appear to have a difference of opinion as to whether it’s 75% or 90% now, unless I’m missing something.
A simple enquiry to Investor Relations at Bacanora Lithium or a search of its website should put this one to bed.
I'm afraid I'm no expert. Far from it. If I was, I'd have cut and run when it went to £1.40+ but actually held on thinking this may be a good pension income when it got to production. If someone made an offer in the meantime, great! As to the offer price... I really don't know what it's worth (I'd hoped minimum £1.50 up to to pipe-dreams) , but I would question why the Chairman was paying 70/80p not too long ago and now seems to think 67.5p is good (accepted he's had a lot of freebies since). When he bought, was he looking to double / triple his money or follow this through to production? On that though, I noticed the RNS stated the Independent Directors would recommend it. I saw a list of our Directors and Secker & Hohnen weren't listed as independent. I don't know if that's significant. I also can't get my head around what substantial (relative) benefit Secker / Hohnen will get from the sale. Yes a pay out / off but will it outweigh what they could have by sticking around? The guidance does have one or two interesting details. Like the percentage of shares required by Ganfeng to control the board (50%) or compulsory purchase the whole thing (90%) so blocking the sale may not be as far off as first thought. It also highlights the issues Chinese companies encounter if this did enter a bidding war should someone else (Tesla, VW etc...) get involved. I agree (and hope) this may just be a move to get the ball rolling and see what happens. With regards to market abuse the Takeovers and Mergers Panel vet this, but I'm not sure they'll be interested in the valuation rather than the mechanics of the process. May be worth investigating though?
Bluegrass fca deals with financial services yes and this comes under that for a listed and traded market where you might have suspected market abuse. You can report as an individual, ultimately these things are v hard.
I also think can report to takeover code/panel but not sure how
Yes some knowledgeable guidance would be helpful. Just called the FCA but they primarily seem to deal with financial service industry. Is this correct? I was pointed in the direction of 'how to report market abuse as an individual' but still think this relates to financial instruments. So still none the wiser. Yes, help please. Who can we report this to?
Aaargh,
Nice to have a new contributor. You are obviously well versed in BCN so interested in your views.
Seems we have 2 distinct themes here. Should the BOD have given their backing to the proposed deal since it contributes significantly to the likelihood of success. And how do you explain the current SP.
It is the latter that I cant understand. Such is the discount that you have to conclude the market doesn't believe that this is likely to succeed. In fact its yelling it loud and clear. Yet failure to succeed is likely to lead to an enhanced offer because GF clearly want full control now, I doubt they will be happy with a JV arrangement. That in turn implies a SP should be at or over 67.5p.
Beats me!
I have been here many years and invested heavily at higher average than the newbies... I tend to keep quiet though so no previous posts.
Obviously disgusted to see the sort of figure being suggested and wonder whether our board are completely inept (to have manoeuvred the company in to this position) or simply lining their own pockets at our expense. It's a world class asset in a 'Gold Rush' that is ready to go, so why give it away? I keep thinking there must be something that will happily surprise us all, but get the general impression certain individuals would stab their own mother in the back to get their hands on her savings, so am not holding out any hope. I invested in the company not the board...
As I said I haven't posted in the past but thought this link may be of interest and help to some that wonder what's happening (I hope because its freely available on their website I'm ok to post):
www.addleshawgoddard.com/globalassets/international/asia/guide-to-acquiring-a-uk-public-company.pdf