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Actually I tell a lie, those 37.000 shares were bought the day before, reported after the options issues. Maybe it's all one big coincidence. lol.
@john. If @tomcat's research is correct, and our calculations based on it are too, and if the purpose of the institutions buying was to prevent delisting, rather than to flip, then as things stand now they have more than 25% of the fully diluted shares (are there any other options kicking around @tomcat?). Therefore they are effectively blocking the delist. If any one of them accepts the offer then anyone of them who wants to accept for regulator reasons of their own, or for any other reason, will be able to accept too before the delist.
The point is: as it stands, and if the research is correct, BCN isn't delisting from AIM... This situation may change, but you can bet your bottom dollar the institutions have been following this more closely than the PI's and are well aware of the situation - those 37,000 shares bought AFTER the BoD/Ganfeng tried to dilute them to below 25% says it all to me.
I only realised the possibility of what was going on yesterday thanks to @tomcat!
Ob.
Observer
if its institutions, they may be restricted in what classes of investments they can hold, and unquoted shares may be on their wont touch with a barge pole list. So they may be forced to accept. That's just an opinion
triki
Couldn't agree more. If GF get 75% and delist I would have thought its happy days for them. With 50% of the project via the JV and 75% of BCN they own, directly or indirectly 87.5% of the project. When BCN is private they can do pretty much what they like with 75% of the voting shares, and can run it with an aim to make zero profit to feed their lithium needs at cost without having to commit any more capital to buy out the minority shareholding. Again just in my opinion.
At the risk of you lot sticking pins in my effigy I think the GF board have played and absolute blinder and their shareholders must be well pleased. The polar opposite of what Secker and co have done for BCN shareholders
i don’t believe that the offer timetable is suspended… they have declared it unconditional… so 17th dec was day60… the unconditional date… the order of events overriding any notices and acceptance reports that they would have needed to give us if they hadn’t got over the 50% acceptance condition before obtaining macc1… the offer is now open until further notice… when ganfeng do close the offer… they will have 3-month to get to 90% to squeeze out the remaining shareholders…
@trik. This isn't PI 25% of shares, it's institutions. You realise if they are in for the long game, it means BCN doesn't delist, and the number of shares in free float is remarkably small. Unheard of small. Could rocket if there is any sort of demand for them... But pure speculation on my behalf. Maybe they'll just issue more options to the BoD and dilute below 25%?
PI's should perhaps have noted what the institutions were doing earlier... lol
Why would they want any more than 75%?
They now have 25% (£60m) in PI money 'trapped' in the company rather than their own money. The have control and will obtain the Lithium at cost without having to spend anther £60m.
I can't see anyone else wanting to buy that 25%, GF can sit back and when people are desperate to get their money out they can make a much lower offer.
On the other conversation. HL site says:
Ganfeng International Trading (Shanghai) Ltd has made an offer to buy Bacanora Lithium plc for 67.5p per share.
All remaining conditions have been satisfied and the offer is now 'wholly unconditional'.
The offer is still open for acceptance
If you wish to accept the offer you'll need to do this by noon on Thursday 23 December 2021.
As the takeover is going ahead, if you held Bacanora shares at the close of business on 17 December 2021 you will still receive 0.23589 of a Zinnwald Lithium share per share regardless of whether or not you accept the offer.
Full details of this event have already been sent to clients by either post or secure message. Please note that any instruction you give must be based on the full details provided in the correspondence and not on the summary information outlined above.
All the pre-conditions have been satisfied, yet the offer timetable still remains suspended?
If this was such a good deal, they wouldn't be trying every trick in the book to convince us.
The lower the percentage remaining, the less Ganfeng have to pay to get everyone out.
I'm not going to make this easy for them, and nor will the many long term holders who are selling at a loss.
So they issued enough options with the potential to reduce the holdings of the institutions to:
96,797,079 / (2,991,601 + 384,144,901) = 25.0033%
You'll see they actually had the potential to reduce the holdings to 24.9938%, but on the same day WEI, bought 37,000 shares
(96,797,079 -37,000) / (2,991,601 + 384,144,901) = 24.9938%
Looks like last minute struggles to get over/stay under 75% to me... But it might just be a coincidence!
that actually makes it even more of a coincidence doesn’t it… they got exactly 25.00% based on the yet to be issued at the time options…
i’ve included these options issued to the bod for a job well done… lol… which have been allotted already if you check companies house for the last statement of capital… https://www.lse.co.uk/rns/BCN/zinnwald-distribution-share-issue-board-changes-awbbjn1kir88a3n.html … strange that 387,136,502 shares in issue wasn’t stated at the bottom of the rns… for reporting reasons…
Good spot @tomcat, according to the most recent RNS there are 384,144,901 shares which means they hold:
96,797,079 / 384,144,901 =25.198%
thanks ob… my total was correct so coincidentally it doesn’t change that they have 25.00% between them…
with corrections… (fmc&gam)…
form 8.3 last known positions…
17may… rob… 16,280,000…
20jul… cred… 8,120,673…
27aug… rs… 1,100,000…
16sep… jan… nil…
05oct… fmc… 5,763,000…
03nov… sg… nil…
22nov… gam… 3,902,136…
03dec… sand… 9,349,500…
07dec… bar… 9,909,642…
17dec… wei… 18,330,337…
total… 72,755,288… 18.79%…
Well said John
Hi triki
My understanding is that under a trust, as with nominees arrangements like this, the PI is called a beneficial owner and the broker is called the legal owner (as it is their name that appears on the share register, not the PIs). If the PI advises the legal owner of his understanding about conditions relevant to his beneficial shareholding, and it contradicts what the legal shareholder understands then it is incumbent on the legal shareholder to ascertain the truth. Otherwise they are being negligent, because the beneficial shareholder is powerless to perform the tasks that the legal shareholder can (in this case communicate acceptance of the offer to GFs agents). If they don't and the beneficial shareholder suffers financially (or otherwise) then the beneficial owner can take the legal shareholder to the Ombudsman for compensation for financial loss. As indeed a certain johnpwh did successfully with Barclays.....
johnpwh: "I think you should make it clear that you will hold them responsible if they give you bad advice on this"
"I think the salient point is that they are not being asked to give advice"
Equally they are not giving advice. They are saying what they have been told. The offer was available on their site and the timescales were advertised. If they haven't been notified any differently then they can't make another offer.
If BCN aren't following the prescribed actions then complain to them and the FCA, not HL.
I don't like coincidences @tomcat, so I checked your figures. I got a total of 73,755,288 from your 16:40 post. This line should read "22nov… gam… 3,902,136…" but that isn't why you are out by exactly 1,000,000. Fat fingers elsewhere?
i’m not sure pi’s have enough shares to take it over 75%… those shareholders i listed below who each hold >1% and have been reporting all their trades during the offer… they own 25% between them… doubt they’re as fearful as we are to wait until ganfeng need to dip into their coffers for a little extra to get it over 90% for the squeeze out…
Just sent a message to HL requesting them to accept the offer on my behalf in the event of no accept button being available on my account.
Wonder when the >75% RNS will be sent out, supprised it wasn't today!!
Sorry, typo.
I think the salient point is that they are not being asked to give advice
Sorry tomcat, our posts crossed
Yes you do triki. I think the salient point is not that they are not being asked to give advice. Only they, and not Livingthedream, can enact his acceptance for shares that they hold for him in Trust. If their understanding is flawed, which I think we believe to be the case, then their inability to comprehend this situation could lead to actual loss. As a broker they may be expected to understand the situation as that is their business.
it’s not advice… it’s just having access to the accept the offer button… it should be available at all material times that the offer is open…
Unless you are paying for there advice then I doubt you'd have a leg to stand on. The only pass on notices they receive. The normal accounts are execution only.
Living
You are right to be concerned, There are sufficient people still unhappy for the final tally to be less than 90%. To be honest I suspect that wont happen as people are concerned about being caught in the >75%, <90% no mans land which potentially traps them in an unquoted company (and is a big problem for ISA holders), but could happen.
My point really is that HL could stop you exercising acceptance and leave you in that position. Since it is HL that must exercise on your behalf, you cannot do it independently for a nominee account as far as I am aware, then I was suggesting that you inform them that you will seek compensation if you end up financially compromised by their actions. Make sure that is by Email, web chat (which you get a transcript of) or on a recorded conversation.
Once again the total confusion surrounding every aspect of this takeover astounds me. Never seen anything like this.
They may aswell written the takeover in manderin and it wouldn't madecno difference to me....but thanks to Dee, tomcat, john and all other informative posters who shone a light on this dubious takeover regarding the process. After all this over, i think i'll go back to the premium bonds....good old Ernie!!!!!