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It could be a very interesting day tomorrow.
If AMC publish the admission document then it appears the share will come out of suspension
Or perhaps not
MD
Miracles don't happen that often! Have AIM even given them a completion time frame or is it just open ended now? I preferred having a fixed deadline, where they had to inform us. This is worse.
Maybe a RNS on California time,after all there is no rush.
MD
It's absolutely disgraceful
MD,
Do i remember correctly that you posted a link for how shareholder can wind up a UK business?
Have you seen anything for a BVI one?
Found this one, seems to be an avenue under minority protection & remedies
https://www.ogier.com/news-and-insights/insights/bvi-companies-rights-and-remedies-of-members/
Not guilty of that one CT.I do some winding up at times,but only for sport.With the ceo by the pool in his gated California complex and the covid stand in residing in Salisbury still taking those salaries each month your disgraceful comment summed it up.I don’t know where Shafer lives,but I always see a vision of that slimey thing in ghost busters at the very thought of him
MD
You might be refering to the stuff posted around the 15th of Feb (that's when I responded to something like that). It would be better to do it via the share action group. It's a shame some of the bigger shareholders haven't signed up. There must be some out there. Over 50% in nominee accounts, that are usually pi trading accounts. Maybe it's 300+ people, with 2m shareholding each!
As I mention a few days ago, the share action group seems to be waiting for the company to decide what to present and appears more concerned about the historic transaction tax treatment.
It doesn't seem to have a plan which is why I (a 2% holder) have chosen not to join and continue to email AMC and the Nomad directly.
Crazytowner I have a plan which is to get as many shareholders to join the share action group as possible so that we are prepared for any eventuality!
It takes time to create a large shareholders share action group and lots of AIM Boards manage to get away with a great deal because of shareholders not being in a sufficiently strong position!
If the Board suddenly change their habits of a life time as far as AMC shareholders are concerned and that is to communicate with shareholders in a timely fashion and they create shareholder value then I and I am sure other shareholders will be more than happy to vote in favour of the resolution.
Going upon the Boards past record I am not holding my breathe as I have been waiting for 7 years for them to pull something out of the hat and surprise us all.
You keep on repeating the same thing that the tax issue is a historic thing but this is not true as those shareholders holding their shares outside of an ISA have to submit their tax return and so the tax implications are absolutely crucial.
Do not make accuses for the Boards incompetence as people will think you work for AMC’s PR firm!
AGE
The trouble is how much longer do you give them. I guess you have to give them more time to get this deal over the line, but where do you draw the line. The line should of been 8 months ago really!
Do not make excuses!
This blinking iPhone autocorrect is very annoying!
AGE
Crazytowner what is wrong with joining the group and emailing AMC and the NOMAD?
They are not mutually exclusive options!
Joining the group and emailing is the logical thing to do is it not?
Are you trying to influence shareholders so that they do not join the group?
I have almost 11 million shares in AMC!
AGE
Agneissearner,
It makes no difference to me whether shareholders join your action group or not.
Joining a group and contacting the company proactively is the right thing to do, however, my point is that you have been gathering names for a couple of months now but haven't provided any strategy or sent any communication to the company or Nomad (with the exception of your tax issue which will affect very few)
So if you have an action group that isnt being proactive and you are simply going to email your thoughts to everybody once the company issues an RNS, isnt it more of a wait and see group?
Crazytowner,
Have either AMC or the NOMAD responded to your emails yet?
If not then when did you email them?
Have you contacted either of them before your recent messages and did you receive a response?
You keep on stating that the tax issue are going to affect very few but you do not provide any information to support that assertion.
Based upon the information shareholders sent me re the number of shares they own and which type of account they bought the shares in I can see that the tax implications of the special dividend are extremely important to a large number of them.
You keep on making excuses for the Board as to why they have so far failed to provide tax guidance and so shareholders are left in the dark as to whether they should include the dividend received in their non ISA accounts in their income tax return.
It is clear to see from an RNS that they sought tax guidance re the implications of the sale of Irosta as they stated there are no tax or withholding tax issues but it is logical to conclude they did not seek specific tax guidance on the payment of the special dividend that they authorised as if they would have asked for it then they would have put it on the AMC website.
There are significant penalties for failing to include also sources of income and gains from your income tax your return and AMC's total dividend was £25.07m and a significant part of that was paid to individuals who own shares outside of an ISA.
Do you honestly think the Board's of AIM Company's are interested in what individual share holders have to say to them even if you have 2% of the shares?
AGE
Agneissearner,
I have never had a direct reply to an email, however, on a few occasions there have been RNS's issued immediately after my emails and I did lead a shareholder group that raised questions and had them directly answered via the FAQ section of the website.
So in answer to your question I do think being proactive and contacting a company can work and as AMC usually has a very low voting turnout I think they do pay attention when it is something which may be voted upon.
I disagree that it will have been a significant dividend paid to shareholders outside of ISA's.
You can see from the nominee accounts that it is predominantly UK investors, that there are no institutional investors and that there has been many years for the shareholders to bed & ISA for what was the long anticipated asset sale gains.
Furthermore, the RNS in Jan22 advising us of a suitor of circa £100m whilst the market cap was around £30m would have led those who were exposed outside of an ISA wrapper to move their holdings inside to protect their upcoming gains.
With the disappointing sale proceeds and the fact that many will have lost money here, have you not wondered why so few are joining your cause on what used to be one of the most widely bulletin board discussed shares?
The point of the group is to be prepared to take action once the RNS is issued re the RTO.
There are number of other issues to be addressed such as why is Robin Young paid $305k for a part time job.
Why why does Robin Young not provide an email address so that shareholders can contact him.
Why does no one in AMC bother to respond to messages sent to them via the messaging system on the AMC website.
Why has it take them 9 months to issue any news about the RTO
Why did the Board go ahead with the preparatory work for an RTO as it is very expensive to carry out an RTO as solicitors, accountants, PR firms and other highly paid consultants are involved in producing the documentation.
I recall the fiasco with the announcement of the payment of the special dividend and the same day Tom Winnifrith wrote about the delay an RNS was issued and the timing of the issue was is too much of a coincidence so it is logical to deduce they were forced into issuing it.
Let's take Ascent Resources intention to bid for AMC as an example and read the wording that they used in their RNS issued on 1 June 2023 below:
The board of directors of Ascent Resources Plc ("Ascent" or, the "Company"), the European and Latin American focused natural resources company, is pleased to announce their intention to bid for the entire issued and to be issued share capital of Amur Minerals Corporation ("Amur" or, the "Target Company") following a period of protracted discussions with the Board of Amur.
Ascent submitted a non-binding indicative proposal to the Board of Amur in November 2022 to acquire 100% of the issued and to be issued share capital of Amur
Despite multiple conversations with the Board of Amur and multiple follow up correspondence, the Company has as yet been unable to elicit a written response to their offer.
Looking at the timeline you will see that AST started the process in November 2022 yet AMC only issued an RNS at on the 1 June 2023 at 1:05 pm the same day as AST's RNS was issued at 7:00am because AST had not received a response after 7 months.
Key words are multiple, protracted, unable to elicit a response!
Unable to elicit a response seems to be a recurring theme with AMC .
AGE
Agneissearner,
You say that the point of the group is to be prepared to take action once the RNS is issued re the RTO.
Surely you realise that the time to make your wishes heard is prior to any RNS so that the company has to at least consider what shareholders want when tabling what would happen should a No vote occur.
The company certainly wont consider what zero percent of shareholders have said they want!
Crazytowner the spreadsheet I have shows how many shares people own and which accounts they are held in and a large number of the 42 people who contacted me have shares in both an ISA account and a non ISA account.
I am therefore basing my views that the tax treatment of the special dividend is extremely important upon facts yet you are basing your view on a bed & ISA assumption because this is what you have done but other shareholders who are not as financially astute as you have not done so.
You have confirmed that you have never received a direct reply from AMC yet you have advised me to be more proactive by emailing both Robin Young and the NOMAD.
Do you not think that you as a 2% shareholder deserve to receive a response from Robin Young or the PR firm?
You are providing facts that are contradicting the advice that you gave me.
AGE
Agneissearner,
Let me try this another way.
Assuming the circa 80m shares you have been told is genuine, that probably has a residual cash value in the business of about £350k to those shareholders.
I don't think there is any chance of AMC providing any further guidance on the Tax treatment than it already has and i'd be very surprised if the combined tax value implication is more than £100k for those holders.
So where is the sensible place to focus? Recovering as much remaining value from the company as possible or trying to get an unlikely answer on the tax treatment for individuals.
Crazytowner,
If the RTO is not approved then the Board should pay a second special dividend.
There is no need to implement a Members Voluntary Liquidation as is happening with Scirocco Energy PLC (SCIR).
Th payment of the special dividend is of course subject to the Board receiving advice that it will be a return of capital and not income in the hands of shareholders and therefore subject to UK dividends tax.
SCIR are having to carry out a MVL becuase it does not have sufficient distributable reserves to be able to legally pay a special dividend as it is a UK domiciled company and therefore it is subject to the English law and the maintenance of capital principle so dividends can only be paid if a company has sufficient retained realised profits that have not already been paid out.
AMC is different to SCIR as it is a BVI Company and so it is subject to BVI law so there is no prohibition on paying dividends out of capital as long as the Board are satisfied that after paying the dividend that they are able to meet the solvency requirements.
GP Jersey the largest shareholder together with 120 members of the SCIR shareholders share action group had an 80.18% vote in favour of the resolution that the directors put in place a strategy to return the company's cash to shareholders and to sell the company's material assets and return any cash proceeds from such disposals to shareholders.
The above was achieved despite the Chairman recommending shareholders to vote against the resolution.
AGE
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Agneissearner,
You say that the point of the group is to be prepared to take action once the RNS is issued re the RTO.
Surely you realise that the time to make your wishes heard is prior to any RNS so that the company has to at least consider what shareholders want when tabling what would happen should a No vote occur.
The company certainly wont consider what zero percent of shareholders have said they want!
Agneissearner,
"If the RTO is not approved then the Board should pay a second special dividend"
I think you need to re-read the wording. The second special dividend is for the remaining sale proceeds less costs.
There was a significant cash balance prior to the sale that they have not committed to distribute!
Crazytowner you stated in your post on here on the 4 March 2024 that your own second special dividend would be in the region of £100k and you no doubt received all that in your ISA account so the tax treatment for non ISA accounts is not relevant for you.
My special dividend was £63,693 which is a substantial amount of money and of that amount £44,793 was received in a non ISA account.
I note your comments below:
"So where is the sensible place to focus? Recovering as much remaining value from the company as possible or trying to get an unlikely answer on the tax treatment for individuals."
The focus has to be on both with the tax advice being sought first and then the payment of the second special dividend being subject to it being a return of capital.
Because of the failings of the Board in not having sought tax advice prior to the payment of the special dividend I will have to make disclosure in the white box section of my tax return that I received a foreign dividend but i did not include it on the foreign dividends section of my tax return and HMRC are going to amend my tax return to include it.
I will then have to pay a substantial amount of dividends tax and iI will have to submit an appeal and then I will have to attend the First Tier tax tribunal to argue my case.
This could all have been avoided if the Board would have sought legal counsels opinion on the tax treatment.
AGE
Crazytowner thank you for pointing that out I had assumed that they would pay out all of the remaining cash in the company plus the difference between the sales proceeds net of selling costs so there would be no cash in the company and then it would be wound up.
I should have realised that Robin Young would want to keep his gravy train going as who would want to give up a part time job when you can earn $305k pa!
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Agneissearner,
"If the RTO is not approved then the Board should pay a second special dividend"
I think you need to re-read the wording. The second special dividend is for the remaining sale proceeds less costs.
There was a significant cash balance prior to the sale that they have not committed to distribute!