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:
You will only have one login account. Registering with multiple accounts is not allowed. Any user found to have more than one account on this site will have all, and any future accounts suspended permanently.
Your email and password must only be used by you. If a post is made under your account, it will be considered that it was posted by yourself.
Your account nickname must not be the same, or contain, listed company names or board members' names.
While debating and discussion is fine, we will not tolerate; rudeness, swearing, insulting posts, personal attacks, or posts which are invasive of another's privacy.
You will not;
discuss illegal or criminal activities.
post any confidential or price sensitive information or that is not public knowledge.
post misleading or false statements regarding the share price and performance. Such posts are deemed as market abuse, and may be reported to the appropriate authorities.
post any private communication, or part thereof, from any other person, including from a member of the board of directors of a listed company. Such posts cannot be verified as true and could be deemed to be misleading.
post any personal details (e.g. email address or phone number).
post live price or level 2 updates.
publish content that is not your original work, or infringes the copyright or other rights of any third party.
post non-constructive, meaningless, one word (or short) non-sense posts.
post links to, or otherwise publish any content containing any form of advertising, promotion for goods and services, spam, or other unsolicited communication.
post any affiliate or referral links, or post anything asking for a referral.
post or otherwise publish any content unrelated to the board or the board's topic.
re-post premium share chat posts on regular share chat.
restrict or inhibit any other user from using the boards.
impersonate any person or entity, including any of our employees or representatives.
post or transmit any content that contains software viruses, files or code designed to interrupt, destroy or limit the functionality of this website or any computer software or equipment.
If you are going to post non-English, please also post an English translation of your post.
If you are going to post non-English, please also post an English translation of your post.
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 and Verified Members
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.
Looks like some posts have gone missing. Again! Nevertheless, oldhotspurfan was still unsure as to whether a Special (as distinct from an Ordinary) resolution would be required to authorise the sale either of the entire Co or a significant asset.
Has to be a Special Resolution since it's not 'routine business'.
Also, after a lot of research, I have discovered that an emergency EGM or resolution, after notice of the meeting has been given, can only be authorised by a majority of 95%. It's highly unlikely that this could be orchestrated now before the meeting takes place next Wednesday.
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.
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...!
oldspursfan, the terms "Special" and "Extraordinary" are synonymous so that any resolution tabled at either of those two types of general meetings will be deemed 'special' and require 75%.
A takeover of the entire Co or a sale of a significant asset also requires a special resolution to be passed. It's a moot point as to whether our Urals assets amount to a 'significant' asset. It is the only one currently generating revenue but it almost pales into insignificance compared with what's in the ground in the Kola peninsula. IMHO, the BoD would play it safe and treat it as a significant asset just to avoid any challenges on the issue.
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.
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!
I agree, for all the time that this has been ongoing it would be a disappointment to find out we have just sold WK, and EGM resolution is to get away a Placing or Rights Issue to raise additional funds for future mining activities and payment for the Rosgeo JV mining rights. I thinks its safe to say we are all expecting one of either a full sale / big jump in sp / special dividend in a short space of time now
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.
WK would'nt qualify as a significant asset i dont think, its much smaller than the other two assets. If it was MK then i think it would require our vote but our option to mine under the Rosgeo JV i dont think we would need to vote on as it just the option we own at present. I cant see us just selling the option at this time so its a bit of a moot point
oldspursfan do you not consider the fact that the company have not replied to your question (they are usually very good in replying to things) that there may well be something likely to be added at the egm?
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!
I think that you might have your dates wrong oldspursfan. Wednesday - tomorrow - is a week ahead of the EGM. I haven't bothered to check, though, whether additional special resolutions can be added to the Agenda on less than a week's notice?