George Frangeskides, Exec-Chair at Alba Mineral Resources, discusses grades at the Clogau Gold Mine. Watch the full video here.
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GFD - yes quite possibly - just still not seeing a board recommended offer for a takeover with anything other than a 50% approval needed. Maybe in the minutiae somewhere but sticking my neck out on the RNS game nonetheless.
do you think we have to wear a suit and tie for the EGM or can we wear t shirts and boardshorts with a bottle of rum in hand? also what time is it please.
GFD I thought the same, but "Special" and "Extraordinary" are actually different
Extraordinary is just a term used to describe any meeting called outside of the AGM. It's actually been ditched as an official term and instead there is the AGM and other "General Meetings"
Special resolutions are those that want to change the normal dynamic between Directors and Shareholders - takeover recommendations don't appear as listed examples of these.
And given there isn't that much re FSPs specifically, if you look at normal takeovers, then when a bidder makes a general offer to all shareholders, they must secure acceptance over shares that represent more than 50% of the target company’s voting share capital - if that's done the offer is accepted unconditionally.
Hence my comment extraordinary meeting (we have one coming up) but ordinary resolution (inserted as an emergency addition).
But by next week this will have aged really badly...!
All the stars are aligned GFD! pubs open -York it is!!
Totally agree GFD, the whole special resolutions thing has been a fairly odd affair and it points to something else. We're not far away from finding out what we've all patiently sat waiting to arrive imho. Christian no longer named the MD on the web site, it being placed as a title for James now in RNS, also points to something being about to go down.
The Eurasia ship is approaching home port.
GLA
I don't think that UBS would be hanging around for a small deal......
It's definitely pushing it I agree, however I don't think a Board Recommended Offer is actually a "special resolution" - one that needs weeks of notice ad requires 75% of "Ayes" to pass.
A takeover happens if >50% of shares transfer to one party, so any resolution to agree or reject the "best of the Best and Final Offers", would only logically need over 50% agreement to happen. Extraordinary meeting, but an ordinary resolution. Someone shout if I have that wrong!
CTC - yep I see what you are saying. The only thing I would ask is
if after all this time and effort (and the 8.5's have been no small task!), all that happens is a sale of WK, yes it may not need a vote, but would UBS, Piper, CITIC et al think that's worth it? It's their vested interests in a huge deal that lead me to believe it's big time and "success" fees will be well earned.
...I don't know what to read into it, if anything. Fact is it isn't going to be long before we know. And if worst comes to worst I've at least done them the service of highlighting a gap in their Articles of Association.
Manna TBH I just consider myself to be insignificant...!!
Great post GFD,
I, for one, am glad you have returned here, as your reasoned posts were much missed.
all the best
I've tried looking GFD and can't find anything specifying a minimum number of days notice for an emergency addition. You'd have thought in the Articles of Association, but it's not there, and the Company haven't confirmed back to me either way (if there is/ what it is).
TBH the way this BB goes: issue on Friday and everyone's decided by Monday anyway!
Hi Ian_
If it's alright with you, kind sir, I'd like to put my money where my mouth is and go for the next major RNS this Friday 23rd, adding an emergency resolution (recommended offer) to the GM next week. We should know by then if the GM is purely about the rights issue or not...
Thanks!
That is an interesting theory goodflyingduck, clearly not shared more widely as the SP would be a lot higher in anticipation of a conclusion to the sale process. But who knows...
Afternoon, GFD,
A lovely post sir!
I've just checked and yes you are indeed down for Friday the 30th of April :-)
Lovely to have you back on board in Fully Flying Order :-)
Have a lovely afternoon.
All the best.
Duck - Haha! EPIC would suit as well!
Have to disagree though there's no point in a suspension between announcement and vote, just between when the Board have said "that's enough" and announcement of recommended offer. So 0730 RNS: "Suspended pending an announcement" then a few hours later "Board Recommended Offer" - the SP will automatically move to within a few % of the offer price, maybe higher if a counterbid is possible but no reason to stop trading in the run up to the vote.
Opto - yes it would need a vote per AIM rules, if it's a full t/o or significant asset sale - Board put forward their recommendation, meeting convened/ deadline for votes set. Only slight caveat to that is how we define "significant" and would WK and/or MT individually now qualify in the context of Rosgeo JV???
We got lot of intelligent people on this board.
Can any one tell us what our come will be next week after the meeting.
Good flying duck, that’s an interesting theory. I wonder how many other companies failed to count their AGM votes in time due to COVID? Was it common at that time (SEP 2020)?
Good post GFD, however do the company need SH approval on a takeover? My understanding is that SH approval for an AIM company is only required for a reverse takeover. Which this i would not be. I believe we will just be notified of a recommended cash offer for EUA if a full sale is announced and and we will be advised to accept the offer by completing a form of acceptance.
Please someone correct me if I'm wrong
If you think about it in terms of specific need, what could be upcoming that means EUA have to meet a huge cost? Friend of the BB Frances has twitted her view that's it's a break fee; not convinced the Board has committed to one buyer such that they have "broken" any agreement, as it wuld have to come to us as shareholders first.
My thought a couple of weeks back was that the recommended option could be one of these "complex structure" that gets reflected in the share price but doesn't give us the cash upfront to meet success fees. It was assumed "success" equals outright sale with 100% asset ownership transferred - so money in, pay fees out of that. Would the creation of a Kola (+WK) "super mining behemoth consortium" count as a success if EUA are still involved? F-knows, but that was my thinking!
Mooching Duck, thanks both!!
Duck either I'm being dumb or EIC was a typo, did you mean "EPIC deals" by any chance!!? I think the ship has proven to be leak-proof enough not to warrant a suspension pre-announcement, but if it does it won't be for long.
Mooching - it wouldn't affect the buyout price just the relative cost per share, so we'd get diluted not the buyer. I'm also pretty sure the same questions were asked back in August when the BoD did an Institutional Placing out of the blue then.
I highly doubt it will be for the full 250m shares, maybe a £10m raise if it happens, like last time. In terms of morals, though, I think it depends, if the Directors want to move onto new ventures then proving yourself amenable to II's and letting them in for a quick-yet-effin-humungous profit, wouldn't do you any harm in the future, when it will be the self-same Insti's you may need to call upon?
That's a guess on my part, but without any obvious cash calls that would make 6m in the bank insufficient to see you through one month's activity, it's the next go-to.
oldspursfan
"(worst case is an II wants in/ to up their position and cannot be arsed to buy on the market)".
I was thinking similar, but it's going to look a bit dodgy if we gift someone up to £60m worth of shares only to announce that we've then sold said shares at £1+ a short time later?
Plus, would any bidder suddenly have to buy up to another 250m shares to buy us out?
We are either raising cash to go it alone (which I doubt) or like you say, it's a red herring and we just need the date?
Hope so but sick of the 25-30 p now. We need ramming speed news to the 50-60 p range for me now. All done at this level.
Agreed, EGM timing and vanilla resolution (with AGM) around the corner, suggest something is likely brewing in the background.
Hi Opto
Thanks that's pretty much what I was thinking and as far as I got trying to interpret the various sections of the Act! God I'm sad...
Just to clarify, I was thinking this "right to rights issue" resolution was a red herring in the context of the reason for the GM next week - something quoted to get the date in the diary, and the Board would announce an emergency resolution to add to it. If nothing specifies it, then 7 days sounds sensible to me especially given the mechanics of voting in COVID times, but it won't be long before we find out!
If it is all about this resolution, then it has to mean something's going to happen in May. It has to. Several possible reasons exist why they could need additional money, but nothing leaps out as demanding it right now/ why it cannot wait until the AGM that could literally be 4/5 weeks later, and this resolution will have to present because it will expire and need to be voted on again?
That's the gap the documentation doesn't address - why the urgency? They're not going broke, no major commitments are due up right now, and the AGM is just a month or so away. You'll see my question to the Board was effectively would they be able to explain a bit more to shareholders why they need this resolution passed and need it before the AGM in June. Not expecting much formally, but a bit more than "strengthening negotiating position" which on the vagueness scale scores very highly, and ignores the fact we've been negotiating in various forms for years, and via the FSP for months!
So to me it's either real reason for GM is due - and due now, or something is happening in May that demands the issue of shares (worst case is an II wants in/ to up their position and cannot be arsed to buy on the market). I know the board are fond of curveballs, but what I don't especially want is for the AGM in June to happen, this resolution get passed/re-validated for another year, and we look back at this EGM and think "well WTF what all that about...?"