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Look at the header mate...
So let me be precise
As soon as an INFORMAL approach iu announced...
Angels on the head of a pin...
Thanks for the mention Scotkio. I am disappointed that you felt the need to exaggerate in your tweet on HH's stream.
As explained by Hubris on Twitter
seeing some rubbish being written re options grants. Caldwell has 30mn options granted to him with a 17p strike. They vest subject to average share performance over 3 years with a sliding scale starting March 2023. If the average is 25 p 35p 100%. But given the short term expectations, all of the above is a MOOT point. The vesting is 100% in case of a merger > 17p. Caldwell would get all 30 million. WHY? There is a Change of Control clause (CoC) which states clearly“In the event that the Company undergoes a change of control by way of sale of greater than 50% of the voting shares in the Company, or 50% of the assets of the Company, or any resolution to wind-up, dissolve, or liquidate the Company, or there is a change greater than 50% of the Company's directors as a result of a reorganisation, all Awards will vest early.”
***Any takeover bid above 17p and Caldwell makes the difference. Hypothetical eg: if a takeover is at 25 p = 2.4 million pounds for him pre tax.
You said ' as soon as a bid is announced'. This would trigger the various regulations.
The heading to this thread is "Informal approach."
I.e. there is no formal offer or formal offer period and Scott would not be precluded from buying shares once the 'informal' offer was announced publicly and until any offer was formalised.
Even after a formal offer the following terms of the Takeover Panel Rule 9.1 apply:
"Directors of a company which is subject to an offer or a possible offer will be presumed to be acting in concert from the beginning of the relevant period as defined in Rule 21.1(b) or, where Note 9 on Rule 21.1 applies, from the beginning of the offer period. The normal provisions of this Rule will apply in these circumstances. At other times, directors of a company are not presumed to be acting in concert in relation to control of the company of which they are directors. Subject to the constraints imposed by the Rules, directors are, so far as the Code is concerned, free to deal in the shares of their company. "
In other words there are still circumstances in which he could buy shares provided a formal offer was not accepted.
Correct Add 13:46.
Sorry add. Not you red knight 1
Who, me? In what context?
Hubris has mentioned you on his Twitter
Wrong. The company would be in a defined bid situation and as such there are all sorts of restrictions in place.
No they wouldn't...as soon as a bid is announced it is public information...until a further bid is made...
I'm not sure the rules allow it because the directors would still be in the position of having inside info.
But he could buy them as soon as the bid was announced...
You and I both know that when a bid is announced the shares go higher on speculation of a counter...
To remind again...if the Noront Directors had bought shares immediately after Wyloos first offer for the company they could have made 250% profit by the time the final bid was final...
And if the SOLG Board declined the first offer, Scott could reinforce the implicit undervaluation by buying shares...
Addi,
Any interested parties that wish to acquire Solgold would not want us defining JV's for Cascabel.
What he is saying is a way to force the hand.
This will come down to who has the biggest ego to move first.
Twiggy would be up there as would Gina.
Henry has a fanny, and Palmer has dementia so these guys are chain draggers
Because there wouldn't be any shares to buy. I would have thought that was obvious. I suppose if the market didn't mark the shares at offer price there would be an arbitrage position, but I'm pretty sure directors can't do so.
Why?
If he's serious about wanting to buy more, it tells us he's not in discussions to sell the company.
“I was not in a close period….um…or a blackout period”
Check yourself, I’m not wrong (rarely am but was delighted to be yesterday about 10p being unlikely)
Best to assume I’m right the there’s less chance you make a donkey of yourself
Indeed and added to that as someone pointed out to me earlier, two weeks ago Scott stated he was in a “blackout period “ therefore in possession of information that precludes him from buying. He also stated he’d buy when he could once this is over. Therefore he must still be in the situation as any director buys or sells have to announced PDQ
In any case, 'project finance' raising wouldn't come before the DFS which he says will be in 2025...
But that doesn't prevent you announcing offtake offers, which you don't have to take up...
E,g, SXX announced that they had conditionally sold their entire annual production of polyhalite...at terms to agreed at the time of production...
P235 of PFS3 informally indicated they had 10 EOIs for more than $1.6 billion in total.
With the permission of any formal offeror, they could announce any or all of those offers without ever having to take them up...
Then people like Quady would jump all over the implication that they had fully funded the Phase 1 CAPEX...
Think what that would do to the SP...?
Takeover Code relevant quotes:
"Absolute secrecy before an announcement of an offer or possible offer is of vital importance. If secrecy is maintained, it should be possible for offer preparations to be conducted in private, without an announcement of a possible offer being required. Accordingly, all persons who are privy to confidential information concerning an offer or possible offer must conduct themselves so as to minimise the chances of any leak of that information. For example, confidential information should only be passed to another person if it is necessary to do so and if that person is made aware of the need for secrecy....
A key issue in applying Rule 2.2(c), Rule 2.2(d) and Rule 2.3 is whether an offeror has made an “approach” to the offeree company regarding a possible offer. ...
For these purposes, the Executive interprets the term “approach” broadly. Each case will turn on its own facts, but the Executive normally considers an approach to have been received when a director or representative of, or an adviser to, an offeree company is informed by, or on behalf of, a potential offeror that it is considering the possibility of making an offer for the company. This may be at a very preliminary stage in the offeror’s preparations and the manner of the approach may be informal and no more than broadly indicative...."
Now communication at Solgold has been totally bolted down...one contact said "we're scared to talk to anyone about anything..."
And Scott said he cannot buy shares.
But..."theres lots going on..."
Addicknt he made it clear we are not looking at finances immediately, as this is part of de-risking.
He also mentioned raising finances with our current stakeholders or a JV.
"In the event that the Company undergoes a change of control by way of sale of greater than 50% of the voting shares in the Company, or 50% of the assets of the Company..."
A JV for Cascabel wouldn't do it (51% of the Assets) because of the other projects especially Porvenir and Blanca Nieves, unless...
And not even if its 51% of the Balance Sheet Assets (i.e. $458 million) or $230m...Scott has said Cascabel has had $300 million invested so far, so it would take 77% of Cascabel in a JV to trip the Options qualifier in that case, so...
We have to be looking at an outright sale...
Meanwhile, have they had an informal approach yet...? See my next post...
Well, you're confident if nothing else ChampionsElect I'll give you that. Someone made a preemptive first move before Solg strengthens the balance sheet and inevitable ISA top up seasons adds a few more pence to the sale price?
Barrick as Fort suggests? BHP swooping for the whole lot? Jiangxi and Newmont JV....
Thus is turning into a right rumble in the jungle for a globally significant asset. Bring it on!
I did watch it. He says closed period then immediately corrects himself “or blackout period”
Watch it again if you don’t believe me then you can apologise