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nope... but i do remember some discussions regarding exemptions for certain types of companies in certain countries... but i don’t recall anything concrete being put forward to support that...
This is what I was thinking of:
https://www.handbook.fca.org.uk/handbook/DTR.pdf
===[
5.1.5
Certain voting rights to be disregarded (except at 5% 10% and
higher thresholds)
(1) The following are to be disregarded for the purposes of determining
whether a person has a notification obligation in accordance with the
thresholds in ¦ DTR 5.1.2 R except at the thresholds of 5% and 10%
and above:
(a) voting rights attaching to shares forming part of property
belonging to another which that person lawfully manages under
an agreement in, or evidenced in, writing;
(b) voting rights attaching to shares which may be exercisable by a
person in his capacity as the operator of:
(i) an authorised unit trust scheme;
(ia) an authorised contractual scheme;
(ii) a recognised scheme; or
(iii) a UCITS scheme;
(c) voting rights attaching to shares which may be exercisable by an
ICVC. (d) [deleted]
(2) For the purposes of ¦ DTR 5.1.5 R (1)(a), a person ("A") may lawfully
manage investments belonging to another if:
(a) A can manage those investments in accordance with a Part 4A
permission;
(b) A is an EEA firm other than one mentioned in sub-paragraphs (c)
or (e) of paragraph 5 of Schedule 3 to the Act and can manage
those investments in accordance with its EEA authorisation;
(c) A can, in accordance with section 327 of the Act, manage those
investments without contravening the prohibition contained in
section 19 of the Act;
(d) A can lawfully manage those investments in another EEA State
and would, if he were to manage those investments in the UK, require a Part 4A permission; or
(e) A can lawfully manage those investments in a non-EEA State and
would, if he were to manage those investments in the UK, require a Part 4A permission.
]===
I'm not sure which of those Hanwa would fall under, if any. @tomcat, you've mentioned shorting a few times. Have you concluded that from any of the above and the fact they haven't declared at the 6,7,8,9 boundaries?
Whilst it's on my mind... My understanding is that you have to declare a relevant % threshold crossing even if it is due to something you personally aren't involved with:
"Notes to TR1 Form"
https://www.fca.org.uk/publication/ukla/notes-tr1.pdf
===[
The date on which a threshold is crossed should normally be the date on which the acquisition, disposal or possibility to exercise voting rights takes effect (see DTR 5.1.1R (3)). For passive crossings, the date when the corporate event took effect.
In the case of financial instruments with a similar economic effect to qualifying financial instruments, the date on which a threshold is reached or crossed is the date of entering into the agreement. In the case of reaching or crossing a threshold passively as a result of a change in a delta adjusted holding or due to a change in the total voting rights of the issuer, the date should be that when the delta adjustment occurs or the total voting rights change rather than the date at which the agreement was entered into.
]===
I'm wondering if I remember reading something about certain company's being exempt for the 6,7,8,9 crossings. That might explain it. Do you remember this exemption @tomcat?
Thanks @tomcat. So no notifications when they crossed the 9%, 8%, 7%, 6% thresholds since that announcement. Someone reading this must know why - don't be shy! We won't laugh if we find evidence to the contrary :-)
It's possible they've bought on market to keep themselves above the 9% threshold after every placing. Personally I think it's more likely they still have their 12,333,261 shares which is 5.53% of 222.98m and they simply haven't declared when they should have. Naughty.
https://polaris.brighterir.com/public/bacanora_lithium/news/rns/story/rd53d9w/export ...
@r7632. Unless the company does an audit of its shares (which BCN has done in the past as they suspected someone wasn't declaring threshold crossing - which turned out to be the case!), the % they give in presentations is only deduced from that which they were last officially told about via at TR-1 or similar official notification. i.e. Hanwa's 5.53% is deduced from the original number of shares equating to 10% at the time Hanwa declared when they first invested taking into account subsequent increased number of shares in circulation. The fact Hanwa haven't declared less than 9/10% is very odd, and might indicate that in fact they still hold 10%. It's also possible that they are exempt from declaring, but I believe not. I'd be grateful for evidence suggesting the contrary.
BCN Presentation Slides on 27-11-2019 state Hanwa 5.53%. So that is definitive. Any Threshold change notifications are compulsory on main Market. I would imagine they are on Aim as well.
the doubt comes when you consider how many shares they would have needed to buy to keep up... and what the sp has done overall during on market buying of that level... so adds to the likelihood of them at least buying and shorting simultaneously... either way... i reckons they’re short somewhere... quite possibly 5.53% being their current net position... but the sp movement tells me it could be less...
Indeed, it might explain why the share price rallies after every placement (Hanwa buying), only to settle back down in preparation for the next (@25p)? They are certainly keeping outsiders in the dark on this one! Brace for the big re-rate. But when? :-)
hanwa is a strange one... to maintain their conditional pre-emptive rights... and a seat on the bod... they needed to maintain a 10% holdings... not having taken any placing shares since their original buy in... it’s plausible i suppose... that they are buying on market to keep to that level... hence no tr-1’s from them for crossing the 9% ; 8% ; 7% ; 6% thresholds... and ps does refer to them as a 10% shareholder... even when it says they hold just 5.53% in the q4 presentation booklet he was presenting at the time...
or bought on market after each placing @tomcat? I don't think Hanwa have ever declared going below 10% (or was it 9% they'd have to declare crossing? ;-)) - perhaps they never did and are still at 10%?
Whilst I've got my perhaps cap on, I'm wondering if there are 4 corners to this stone. Igneous Capital Ltd, currently @4.43% might also be let in @25p to take them to 10% along with Hanwa - if they are in fact still at the supposed 5.53% and just not declaring threshold crossing for whatever reason.
The more placings we see at @25p the more it feels like a pre-agreed short down from the highs. The agreement being along the lines of: we let you in @25p to your % target on the proviso you maintain this % on the final joint capital raise.
My belief is that we'll see quite a re-rate on this share when it becomes crystal clear the full CapEx has been or is about to be met: re-rates on anticipation is rife on AIM. This could be next week, next month, or indeed any time next year (or beyond!). I'm expecting towards the VSA target of over a pound.
Just musings, no math(s), although if anyone has any (non rude) calculator requests I just might oblige? Lol :-)
Ob.
or went without saying...
i think the timeframe for holdings rns’s has now well and truly passed... and only 2 cornerstone investors / significant shareholders came forward with notifiable holdings... the rest... must be short...