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Also the target company isn't allowed under the Takeover Code to take action during an offer period with the intention of frustrating the offer, unless it is approved by a meeting of shareholders. Issuing a load more shares to new investors just so they can vote no to an offer could effectively be taking away the right of existing shareholders to accept the bid.
The other thing is that issuing much more equity but with no pre-emption rights could be a cornerstone of the Board's Bid defence strategy.
BHP makes a bid...the Board issues another 50% equity to friendly investors...bid defeated but..
I'm just asking the question Lunch.
As I've said before. I was told that Alpala could be funded largely by debt and streaming, but given SOLG's relative anonymity in North America, I believe much if not all of the debt would have to be convertible. Look at the original proposed funding for SXX...
But we're also going to need a large amount of money to drill/assay/MRE/PEA/PFS Porvenir, Rio, etc etc.
No Board would want to be hamstrung and have to keep going back to the AGM to raise more money before they could proceed with a major initiative.
I'm sorry if you think I've lost the plot. I am simply answering other posters' unsubstantiated challenges with reasoned rational thinking supported by facts wherever I can.
Hope this helps...
I'm fed up anyway...off to continue reading "The Big Score"...learning so much about mining from this...astonishing...
Hi Lunch
You may be right and if so I apologise, but what is the existing headroom?
Would it accommodate for example a $1 billion Convertible?
I already asked the question for which you answered " wait and see"
It may not clear the way but I don't see the point in weakening a position of people who I believe will get the best result for me( even if it is only to serve themselves).
A bit like Ronaldo wanting to be topscorer and winning balon d'or but good ole Fred getting a league title under his belt.
Yes Lunch...exactly...but the Chairman and people on here are convinced BHP can manipulate ordinary sane fund managers to do their bidding...
smickster..please tell me HOW anyone can clear the way for BHP.
Please detail the AGM, SGM, legal and/or other mechanisms by which BHP could first, get control and then make a low ball takeover.
You see the trouble is that I understand people being irationally fearful of such a possibility but there are several people on here who understand exactly the legal, market and governance regime of a quoted plc.
Mathers won't like it but remember I've directed the ENTIRE due diligence for a £860 million IPO and a property company that I floated on the Stock Market, including working in partnership with JPM, Goldmans, Cazenoves, Slaughter & May, Freshfields, the UK Treasury and two well known Nomads...
And if you doubt me, ask me any question from your own knowledge of the stock market and UK Corporate Governance...
Ref another words by thinking of himself it becomes our best chance of a higher bid.
I'd rather not clear the way for Bhp thanks.
wait and see smickster...
remember, we're too small to have any influence...
At 50% its pretty much game over:
"With a majority of over 50% shareholding, they are able to pass ordinary resolutions such as (i) authorising the directors to allot shares (other than if there is one class of share, as this is authorised under company law), and (ii) appointing and/or removing directors."
At 75% we're toast:
"The 75% shareholding and the majority shareholding are the famous thresholds in company law, and not without reason. Once a shareholder’s percentage is below the quarter mark, his or her power diminishes significantly. The law provides for certain protections for minority shareholders, and there are important sub-25% thresholds to note as well."
And at 90% you can be compelled to sell, as I was at Manutd...
Red
By Nm looking after himself he looks after smaller shareholders?
Is there another way?
Genuine question.
Lunch...do you believe everything you read...?
Of course BHP, NCM and CGP will align to defeat the pre-emption resolution.
NM is not up for re-election. I just ask what his role is when he fits neither of the categories of the UK Corporate Governance Code, i.e. Independent Director or Executive Director.
How can BHP and NCM exert any influence when neither has a Board Member, nor a 'placeman'?
But DGR Global/Mather have two. And both sit on the N nominations Committee...
Loads of people think NM will look after them but he will only look after himself now...
If the special resolutions get defeated there is no chance Alpala can be funded except by a JV with...BHP for example...?
Thats why the only Not I registered were for LT, BM and the Directors remuneration.
We need a new Chair and I frankly can't see what BM adds...he's certainly had plenty of fees out of the company in the past...
DGR Global only has 8.9% of Solgold.
Why should they have two Directors on the Board?
Moller and Mather are active Directors of DGR, attending every monthly meeting in the last year.
Mather earns a total of $532,000 a year from DGR where he has 143 million shares and 15 million options.
DGR had only $1.359m AuD left at 30 September (c£730,000)
It generates negative cashflows year after year and has to raise equity in large sums every year.
You could say NM will look after us because he and DGR have a vested interest in maximising share price value, but...
You might also suggest that, as 2/10 of the Board of SOLG their decisions (NM and BM) are influenced by the interests of DGR...