Goldplat CEO Werner Klingenberg discusses dividend policy, share buybacks and the Kilimenpesa sale. Watch the full video here.
London South East prides itself on its community spirit, and in order to keep the chat section problem free, we ask all members to follow these simple rules. In these rules, we refer to ourselves as "we", "us", "our". The user of the website is referred to as "you" and "your".
By posting on our share chat boards you are agreeing to the following:
The IP address of all posts is recorded to aid in enforcing these conditions. As a user you agree to any information you have entered being stored in a database. You agree that we have the right to remove, edit, move or close any topic or board at any time should we see fit. You agree that we have the right to remove any post without notice. You agree that we have the right to suspend your account without notice.
Please note some users may not behave properly and may post content that is misleading, untrue or offensive.
It is not possible for us to fully monitor all content all of the time but where we have actually received notice of any content that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review such content, decide whether to remove it from this website and act accordingly.
Premium Members are members that have a premium subscription with London South East and have access to Premium Chat. You can subscribe here.
London South East does not endorse such members, and posts should not be construed as advice and represent the opinions of the authors, not those of London South East Ltd, or its affiliates.
BB Gaslighting cheerleader at it again.... ;-D
There are references in the Takeover Code to “the Court,” “Court hearing,” “Court approval” and so forth. What Court has jurisdiction? One with a real judge wearing a real wig? It’s not the takeover panel. I admit my ignorance of British law, but it looks to me that if an offer is made and accepted by the Board, then they must go to some court and ask for permission to hold a shareholder meeting for approval. Then if that succeeds, they must return to the same court and ask it to “sanction” the arrangement. No indication that shareholders are allowed to appear or intervene at either step, but apparently that has been the case in other contested takeovers.
So I found Section 899 of the Companies Act, which provides:
“If a majority in number representing 75% in value of the creditors or class of creditors or members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 896, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement.”
To me this sounds like both a head count and a share count. First you need holders of 75% of the shares to show up and vote. But then you need “a majority” – of what? People, or shares? Let’s say there are 150 shareholders, 100 of them with 10 shares each and 50 with 1,000 shares each. They all show up, all the little people vote no, and all the fatcats vote yes. So the 75% requirement is met, but only 33% of the shareholders are in favor. Can that be? If all that is required is 75% of shares, what is the purpose of the word “majority” in the statute?
If it’s a head count, all the dithering about voting “No” should be replaced with a campaign to bring in friends and neighbors as small shareholders.
I also found that whatever court is involved, it is closed during summer holidays, so the process takes longer.
Nor me, I'm a mathematician!
Worrying though, the 75% now reads to me like a requirement to make the vote valid, ie a decent turnout - the 75% would just be a count of votes whether they be for or against.
Once that hurdles is passed then the bid succeeds if over 50% of the votes support it (I am interpreting majority as simple majority).
Please tell me I'm wrong.
Enough for one night I think. Another bottle of Oakham Citra is calling from the fridge. Night all
Ahhh !... legalese..... not my first language
Thanks John, looks good.
Noted that Tomcat thinks ok - KDNC poster i think - not much gets past those guys !
However reading that again I'm thinking it might be more convoluted than that.
I'm happy that scheme shareholders exclude GFs shares but the 'majority of Scheme Shareholders present and voting (in person or by proxy) representing 75 per cent or more of the scheme shares' is a little troubling.
I'll go and lie down in a dark room and think about that, but it looks like it means that the bid succeeds if over 50% vote in favour PROVIDED votes are received in respect of an excess of 75% of Scheme shares.
Anyone else got an interpretation?
Hi Jam, the extracts are:
....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
Scheme shareholder are defined as ..... a holder of Scheme Shares as appearing in the register of Bacanora at the Scheme Record Time and
Scheme shares are defined as ..... the Bacanora Shares: (i) in issue at the date of the Scheme Document; (ii) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders shall be, or shall have agreed in writing by such time to be, bound by the Scheme, in each case, excluding any Excluded Shares and
Excluded shares are defined as ..... any Bacanora Shares beneficially owned by Ganfeng or any parent or subsidiary undertaking (as defined in the Companies Act) of Ganfeng and (ii) any Bacanora Shares held in treasury by Bacanora
I did try and research if Ganfeng needed 75% including their 28.8% or excluding their shares. Couldn't find anything definitive and i assume there could be variations with different schemes? Are you sure that Ganfengs shares are excluded?
Seems to be fairly easy for me to be able to vote thru ii - just click a couple of preferences- hope this is the case with other brokers.
Can't see Hanwa voting for this, well below their buy in price and wouldn't be surprised if a formal offer came in higher
If I was a cynic (which of course I'm not......) I'd think that Secker and the rest of the board thought they'd be safe from the sort of scrutiny that the Morrisons board would have come under if they had behaved as appallingly as the BCN board has.
To an extent the SaveBCN campaign has disproved that.
One thing I took from the podcast is that Secker has implied he will come onto that forum once the bid is confirmed. I'll bet you a pound to a penny that he doesn't, because he would fear that sort of fact based questioning..
It doesn’t bother me that Dee is swallowing his words at what sounds like the end of a long tunnel. Style and technology don’t matter. What bothers me is the imperial “We,” not when referring to the loose network formed but just to himself.
Several myths are perpetuated. No, it is not the largest mine in the world. It has a 19-year projected life at 35,000 tpa. Yes, there are more hectares, but the current project accounts for 88% of the reserves. No, there is no evidence that it can be upscaled to 100,000 tpa, and even if it could be that would just mean the available resources would play out much faster.
Most significant? Perhaps the word “Mexico” was not heard once. A casual listener may never know that this involves a company with few British employees trying to exploit a mineral deposit owned by a sovereign country that has chosen to license its development in return for royalties and taxes.
Amusing, that the show calls itself a “Roast” and participants “Roasters.” Ganfeng is a roaster, when it comes to processing lithium. They don’t have the technology to work with clay deposits. (I’m sure they are working on it, following the lead of others and trying to duplicate the technology one way or another.)
Good point, so that means another 2% of the 384m shares cease to be Scheme Shares? Difference is fairly marginal but means even fewer 'no' shares are needed.
looks spot on to me… except i don’t think that the bod can vote either…
I had no paint to watch dry so further to my earlier ramblings I thought Id go through the RNSs again.
Before the latest pre-emptive giveaway to GF 330811568 shares were in issue. The pre-emptive agreement gave 53,333,333 more shares to GF taking the total shares in issue to 384,144,901. GF then had a total of 110,933,697 shares, so 111m/384m = 28.88% which is the figure we all know (but don't love).
On 7th May M&G made an RNS stating they had 52,528,941 shares, which was 15.87% of 330811568 shares. After the new shares issued to GF (admitted 26th May) the M&G holding is now 52.5m/384m = 13.67%, lower than 17% HOWEVER
My understanding from 6th May RNS is that the bid has to surpass 75% of SCHEME Shares, I interpret Scheme Shares as basically shares in issue less any held in BCN treasury (I assume none) less any shares held by GF and any odd bods associated with them.
So the number of 'non GF' Scheme Shares is 384,144,901 - 110,933,697 = 273211204. Hence I think then that acceptance has to be received by 75% of those 273211204 shares. By my calc M&G have 52.5m of those Scheme Shares or 19.22%, which is a fair way towards the required 25% of Scheme shares needed for opposition.
So a positive vote has to be received in respect of 204908403 shares. In other words to defeat the bid 68,302,801 'No' votes must be received, or just 17.7% of the total shares in issue. Given M&G have 52.5m shares then, assuming they can be supported to oppose, we need to generate a further 15773860 'No' votes.
That's my thoughts anyway, feel free to point out any errors in my ramblings (but I don't read filtered people!)
Just listening to the Podcast. Well done Dee. Do M&G have 17%, I thought it was just over 13% given the most recent increase in GF to 28.8% via the issue of new shares?
The other guys seemed convinced. The barrier I can see is that no new buyer wants to push the SP any closer to 67.5p because it is perceived that the bid could well be successful so why takes risks at near or especially over 67.5p?
The voting necessary for the deal to go through seemed uncertain in the podcast, I need to look up the 6h May RNS which (unless subsequently amended) seemed reasonably clear on the voting requirement
I demand an unreserved apology for referring to the elder statesman as "Lord Leet"
Granted, it happens. But why should we sit idly by?
I would disagree about the content - We're certainly being taken seriously.
3 articles in The Telegraph, 1 in The Daily Mail, picked up on Bloomberg Terminals, Traders' Cafe Podcast, meeting with the CEO, raised by Lord Leet, raised by Julian Lewis MP, and thus far - Nobody has called us crazy or unreasonable.
This was laughed at from day one, until people realised that we weren't just moaning on a board, but taking action.
And we will continue to do so. It's not the time to change tact, because what we're asking for is not at all unreasonable.
Furthermore, whatever you ask for, you tend to get less.
The media coverage has been positive, and we have more news to come. We're already in talks with a well-known investigative journalist that disseminates work internationally.
We still have MORE to come. None of the coverage has painted us out to be unreasonable or loony.
We have been professional from the beginning, and shall remain so.
It's also worth bearing in mind that there are two elements here - Both the price, and the geo-political implications of a takeover.
It would be unwise to ignore either.
creeping take-overs happen, yes, but to be invited and recommended like this ? no ,i don't think so. The common sense RNS would be something like:
'Our JV partners Ganfeng Lithium have made a preliminary bid for the company at 67.5p. This is a 20% premium on the current share price but we feel it does not represent the true value of the resource, a value that has been depressed with the recent over-supply of spodumene from Australia. That oversupply has now worked its way through and Li2CO3 prices have now recovered to value our resource at the published NPVs. We therefore cannot recommend Ganfengs valuation to our shareholders.
This just isn't right; everyone knows it, so why are they doing it ?
Interesting to see D Lenigas getting involved
A few KDNC guys posting ...... how does this play out for u guys ? I can't see Ganfeng doing u any favours
I think we need to be more realistic in our presentation (not disrespecting dee's hard work - well done). If we are to be taken seriously, we need to acknowledge that this is what happens in every business. Big players buy small ones before they get big, usually for an amount that doesn't reflect true value. That's just business. The atrocity here, is the substantial discrepancy in price versus value. We should not be saying we don't want to sell, we should be saying we will happily sell for a fair price and that's pounds rather than pennies.
Well done Dee.
nice one dee… some great points made there…
see if this link above works any better… if not… just delete the 3 #’s in the url below… if the link is still censored…
Yes, interesting listen. I didn't realise that the £1.30 takeover clause had been ''disappeared'' , maybe somebody could question that at the AGM - I mean its not a question about the takeover :((
Excellent to hear the reception you got - hopefully the BOD will accept their invite to make their case once a formal offer is tabled
The link is blocked, but it's a Vox Markets Podcast - Sunday Roasts
You can also search "Traders' Cafe" on Spotify.