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Because the Robin Young will join the Board of the Pharma Company and he has mining knowledge but obviously not even basic tax knowledge or common sense to ask their solicitors are there any tax implications for AMC shareholders if we pay them a special dividend!
AGE
Hmm... Two options here, assuming they pull this off and it gets as far as a shareholder vote. Shareholders vote for the RTO. Shareholders vote against the RTO.
If they vote for it, the board of AMC will be replaced by new execs currently driving the pharmaceutical company they want to merge with.
If they vote against it, the current board of AMC will remain in post, and shareholders will need to trust that board to wind up and return the cash to shareholders rather than keeping things ticking along.
Those with a negative view of the AMC board, why would you vote to retain that board and trust that they will now serve shareholders by returning the residual cash, rather than voting to replace that board with a fresh one that has a plan for how to use that money?
Shadowless the last interim accounts to the 30 June 2023 shows that they had $6.314m of cash and cash equivalents.
8 Months have passed since then so they must have spent between $1m to $1.5m since then.
Let's summarise what the Board have done in the last year or so
They sold the mining licence for $35m (They are to be congratulated on that achievement as we could have lost all our money)
They paid a special dividend of 1.8 pence per share to shareholders but to date they have failed to issue guidance on whether the special dividend is considered to be income in the hands of shareholders so subject to dividends tax or whether it is a return of capital.
If they would have sought tax advice then they would have loaded it up onto their website.
On the basis they have not done so is a strong indicator that they did not seek tax advice on this very important matter.
What competent Board would get shareholders to approve the payment of special dividend without first obtaining tax advice.
The RNS stated that they are no tax implications on the sale of the subsidiary company that owned the mining licence however this only relates to Amur Minerals PLC sale of the subsidiary.
The Board of AMC have left all shareholders in a difficult position tax wise!
My dividend was over £60k so I do not want to be hit with UK dividends tax at the following rates:
Tax band Tax rate on dividends over the allowance
Basic rate 8.75%
Higher rate 33.75%
Additional rate 39.35%
I would have had more faith in the Board of AMC if they would have sought tax advice!
AGE
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md and cm agree,
for me, who has only a few million shares left, worth seeing what is proposed until deciding. as thechessmaster has stated the proposal might excite the market's imagination which may result in an exit point higher than the current cash value.
currently, they may have £3m-£5m (*** packet calculations, or should i say vaper packet calculations for the youngsters ) 0.0021p to 0.0035p.
reminds me a little of general industries rto of immupharma!! when was that 2006? i was a youngster then.
Because it takes time to form a Shareholders Share Action Group and we need to be prepared and ready to take action should we need to do so!
From memory AMC hit a high 43p a low of 0.60p so I have had enough of jam tomorrow that never arrives from the Board of AMC!
AGE
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Why not just see what is presented then give it some thought instead of circling the wagons and breaking out the guns
MD
md and cm agree,
for me, who has only a few million shares left, worth seeing what is proposed until deciding. as thechessmaster has stated the proposal might excite the market's imagination which may result in an exit point higher than the current cash value.
currently, they may have £3m-£5m (*** packet calculations, or should i say vaper packet calculations for the youngsters ) 0.0021p to 0.0035p.
reminds me a little of general industries rto of immupharma!! when was that 2006? i was a youngster then.
Let's see what the prospectus is and then decide.
Refusing the offer outright without consideration may not be the best option as companies can remain delisted for years- so serious consideration should be given to any offer as there's no guarantee they will payout the remainder even though this was stated in an earlier rns.
The new company may catch the markets attention early on when it comes to market and this may allow those wanting out, to cash in at a better price than current cash, and as I said, there's no guarantee of getting the current cash if the offer is refused as they can remain delisted for years and look for other opportunities whilst squandering the remain cash, so the offer is worth serious consideration.
Everyone on here I would like to just make a quick suggestion here whilst this board is active today
Please take a Look at GCM it's a good entry point
right now the SP was under a penny a few weeks back today trading over 4p today, there's huge potential here.
It makes no difference to me whether you invest or not, I'm suggesting it hoping that you can claw back any losses made here
GCM are having a meeting with government of Bangladesh very soon hoping to get the green light to this project and if they succeed the prediction is the SP will be in the £££
PDYOR
Why not just see what is presented then give it some thought instead of circling the wagons and breaking out the guns
MD
Fair enough. You won't be alone in just wanting the modest amount of cash returned. Although it won't be the board of AMC that you'll be paying going forwards, assuming it plays out as these things usually do - it will be the board of the target company.
Slowly slowly thank you for that information.
I would prefer the AMC Board return the remaining cash so that I can decide what should happen to it rather than paying the well paid part time Board of AMC to spend shareholders money on yet another high risk venture.
I am sure the majority of retail shareholders are of the same opinion but let's see how people respond to the idea of forming a Shareholders Share Action Group!
AGE
From the RNS in September there are clearly commodity RTO's available and AMC appearied to be focusing on this market.
"The board of Amur continues to review a number of reverse takeover opportunities. Geographically, these have been located in Canada, the US, Scandinavia, Spain, Brazil, Peru, Chile, Ghana, Mali, Kenya and Australia. Commodities have included potash, silica, alumina, copper, nickel, gold, silver, metallurgical coking coal, energy fuels substitutes, lime and lithium. A total of 17 opportunities have been considered."
I would have been happy with another mining play of which RY was involved in some way (consultant / on the board).
The fact that RY & the BOD bring nothing to a pharma company says to me that they want a clean break
Provexis (PXS) been Invested in this since 2009 still waiting for it come good
Looks like it's going to be making profit soon
Successes on AIM: Fevertree has done OK. Eurasia Mining did OK until the SMO / war - although that's a little close to the AMC bone. Celadon did well, but it's been a rocky trip so you had to time entry carefully - but don't you always. Rainbow Rare Earths is doing OK.
Pharmas: During the pandemic, Novacyt and Avacta did well. Avacta is an interesting one. They recently placed at 50p, which eroded a lot of the value before that placing. But they're still well above the 20p they held heading into 2020, and the cash from their pandemic work has opened up a fresh pipeline of development. I don't hold, but can see potential there. Tiziana did very well during its days listed in London - it's done much less well since moving across to the Nasdaq, so in some ways shows that an AIM listing is far from being a death sentence.
Anyone have any info on this company
Agneissearner,
Slowlyslowly is not advocating one way or the other, simply explaining an RTO in very understandable terms which many will find very helpful
You would not be cross ramping you would just be providing proof that there good opportunities hence the RTO for a small UK Pharmaceuticals Company is going to be beneficial for AMC Shareholders.
AGE
Slowly slowly thank you for your detailed explanation of the purpose of an RTO.
Would you kindly give me one example of an AIM Company where the Board have created shareholder wealth and also one UK Pharmaceuticals Company that has also managed to create shareholder wealt and that it has not done endless highly dilutive share placings!
AGE
I didn't see your previous message by the way, I was typing my reply. "I'm still waiting" lol. Seriously? You don't get to demand that I answer questions. That's not how forums like these work - I don't owe people answers, information or opinions.
But you wanted an answer to the other half of your question: One example where an AIM board has delivered shareholder value. I can think of many. But I don't cross-ramp.
To answer your question: No, I don't work for AMC or any of their professional advisors. No, I don't actually hold shares in AMC. (I did, but sold before suspension). I have no skin in this game. I just saw people posting having misunderstood the purpose and mechanics of a reverse takeover, and thought I'd explain in case some readers find it helpful.
In essence, it's most similar to an IPO, when a previously unlisted company lists on the London market. In this case, it's a pharmaceutical company that wishes to become public. They do it by merging with an existing company that has no trading operation (Amur, in this case), rather than floating directly. The name will change from Amur to whatever they're called. The board will change from Amur's to the people behind the pharma. The management will be the people running the chemo tech development company.
It is the nature of a reverse takeover that it's frequently into a different sector, because the sector (mineral exporation) that the shell was in becomes irrelevant - AMC don't do that any more. We're just a listed shell, that's it. People who had read up on reverse takeovers before suspension would have known that it's rare for an RTO to be into the same sector as before.
When this is finalised, a prospectus will be issued explaining everything, just like for an IPO. It's then up to AMC shareholders to decide whether to vote in favour of the reverse takeover, or to vote against (hoping to push the company to wind up and return what cash remains to shareholders after costs). I'd just caution, as I said, the fact that AMC is a listed company is worth something. If this merger goes through, the cash AMC holds is still there - it becomes owned by the new company, and AMC shareholders would still own their share of that. If they complete an RTO, the value of the listing gets priced into the deal, so AMC shareholders get to keep that value too. If AMC gets wound up and capital distributed, you lose any value from the fact it was once a listed entity.
Slowly slowly I am waiting for a reply to my questions below?
But going by your LSE nickname it may well take you a while to respond!
AGE
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Slowlyslowly given me one example of an AIM Company where the Board have created shareholder wealth!
Do you work for AMC's PR firm by any chance?
If you think that Shareholder Share Action Groups cannot achieve much then have a look at the LSE AMC forum and you will see that we managed to get a vote of 33% against the resolution to approve share placings so we blocked the Board as they needed 75%.
AGE
Todays RNS has caught me by surprise. I thought that there would be RTO opportunities, but had expected them to minerals & mining.
Pharma is not something that i understand and I estimate that with my share holding, a 2nd dividend is worth about £100k. I would not put that such an amount into one Pharma and so it will be a no vote from me.
If thats the best they can find, issue the 2nd dividend, wrap up the company and stop this nonsense.
I have nearly 11 million AMC shares so we would be off to a good start in forming a AMC Shareholders Share Action Group!
Any more of you want to join me in forming our Group?
I will administer it by obtaining your contact details and shareholdings so that we know how many shares in total that we can organise to vote against the RTO if we are not satisfied with it.
It takes time to arrange all of this so best to plan well ahead and put a plan of action in place should it be needed!
AGE
I suggest we form a AMC Shareholders Share Action Group and then we all vote against the resolution for an RTO if it is not going to create value for AMC Shareholders.
Just have a look at the Scirocco Energy (SCIR) LSE forum where the Board sold its main asset at a loss of £7.813m it then managed to get shareholders to change direction by going into the Green sector and they loaned £1.578m in total to EAG Ltd that they only owned 50% of it's shares to then buy GGL for £700k with 80k for solicitors costs and £100k for due diligence costs and GGL had negative net assets of £250k so a net liability.
They then sold EAG/GGL fot £702k with £150k of contingent consideration to loose between £725k to £875k depending upon whether they receive the contingent consideration or not.
The largest shareholder has requisitioned a General Meeting to return the remaining cash to shareholders before they squander it but the Chairman has other ideas as he wants shareholders to vote against the resolution to give him more time to do an RTO or invest in the Green sector.
The Chairman of SCIR's record on creating value for shareholders is absolutely appalling!
Would any of you be interested in creating an AMC shareholders share action group and then we can collectively block the RTO if we are not satisfied it?
EAG
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Judging by the other shareholder meetings they will easily get it passed. No one cares enough to do anything else. It's not the greatest and it will likely perform very poorly in this market, but it's better than expected. Returning cash would be better, but how do you force them to do it.
I agree 100% with ilovesushi.
The Board were acting in Shareholders best interests then they would have returned the remaining cash to the shareholders.
The RTO is all about the Board's self preservation in order to keep the gravy train going as long as possible.
AGE
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When and if you vote no, the board will have no option to wind up the company and return all funds to shareholders. Said funds must now be lower during all this time, slowly being eaten away.
Do shareholders really want to enter pharmaceuticals? They can do now. Why be forced into it? Drug delivery target is years away from monetisation and want a listing for one purpose only. An outlet where they can obtain money, for shares.
VOTE NO. Get cash back instead and invest your own money for yourself. Get rid of this board.