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it’s clearly worked out from votes cast for / against… from which they need 75% votes for… and it’s also clear that only 43.3% of shareholders voted on that particular one… which is scandalous…
at least now i know what i originally thought was right… thu 19:02… is right…
Thanks tomcat. Will look at this evening (that's how dull my social life is!)
Foz, tomcat
Yes, I am trawling the internet and the moment.
'A scheme of arrangement is a statutory mechanism which is an alternative to a contractual offer. It is a formal arrangement between the target company and its shareholders, which is governed by the Companies Act 2006'. Makes me wonder if this can only be used if the offer is a Recommended offer?
and, more importantly
'At least 50% in number constituting 75% in value of each relevant class of creditors must vote in favour of the scheme of arrangement for it to proceed to sanction.' For creditors in this application I substitute scheme shareholders.
I feel much happier this morning! Also jams %s from his late night post will be greater for institutions (who support us) since without GFs shares the denominator in the % calculation will be (384m - 110.9m), so correspondingly greater.
Have a good day
here’s one that someone made earlier… should help… https://www.lse.co.uk/rns/SXX/results-of-court-meeting-and-general-meeting-y5ehg03tcme9h14.html …
John I asked a specialist UK M&A person, taken their view on it not going to try interpret docs and get tied up questioning it.
I am at total peace with it, M&G say no we are game on - they say yes were in an uphill battle.
https://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/code.pdf …
it’s no wonder ganfeng got them to redom to the uk before investing… we make it so easy for them to do this…
tomcat
Can you send a link to the document you are quoting from?
John
it’s 5(b)(i) to start with… for the vote on the resolution for of the scheme of arrangement at the agm / egm…
at an agm / egm…
5(b)(i)… # shares voted and the % of those shares voted for / against… (normal protocol really)… ganfeng shares are excluded from this count… so this count could be classed as the scheme shares… none votes are excluded from the count…
then / or… at any court convened meetings…
5(b)(ii)(a)… # shareholders voting and the % of those shareholders voting for / against… ganfeng would be excluded from this count…
5(b)(ii)(b)… # shares voted and the % of those shares voted for / against… ganfeng shares would be excluded from this count… so this count could be classed as the scheme shares…
5(b)(ii)(c)… # shares voted and the % of the total issued share capital voted for / against… ganfeng shares are included in this % of total issued shares count… so this cannot be classed as the scheme shares…
Foz
More than happy to accept that, can you send me a link to the published code where I can read the code (rather than trying to interpret the RNS which is what I (and others I suspect) are trying to?
John
Asian lithium-related stocks advance after Ganfeng Lithium, the world’s third-largest producer of lithium chemicals used in batteries, said there’s a chance that a tightening market for the metal could push prices back toward a record high.
Yeah cheers for that, how about you pay up?
from appendix 7 of the code…
5(b) as soon as practicable after the votes on the relevant resolutions at the shareholder meetings and… in any event… by no later than 8.00 am on the business day following the shareholder meetings… the offeree company must make an announcement stating whether or not the resolutions were passed by the requisite majorities (and… if not… whether or not the scheme has lapsed) and giving details of the voting results in relation to the meetings…
including:…
(i) in the case of any general meeting of the offeree company convened to consider any resolution to approve or give effect to the scheme… if a poll was taken… the number of shares of each class which were voted for and against the resolutions and the percentage of the shares voted which those numbers represent; and…
(ii) in the case of each court-convened meeting:…
(a) the number of shareholders of the class who voted for and against the resolution to approve the scheme and the percentage of those voting shareholders which those numbers represent;…
(b) the number of shares of the class which were voted for and against the resolution to approve the scheme and the percentage of the total shares voted which those numbers represent; and…
(c) the percentage of the issued shares of the class which the shares voted for and against the resolutions represent…
to put another couple of spanners into all this…
nominee account providers will / can… vote your votes with the bod’s recommendation… if you don’t instruct them otherwise…
are votes that are not made (witheld or just not submitted)… not classed as scheme shares… i.e. the number of scheme shares is the total number of votes cast… in which case ganfeng would need a majority (50%+1 vote) of those scheme shares only… to be votes in favour of the takeover… ???
John they require 75% of the voting shares excluding ganfeng. 75% of 72.2% remain basically for this to go through.
It’s not about being cleverly worded it’s takeover code there is no clever wording the code is the code in a scheme of arrangement.
Also the 50.1% again over thinking it. .75 x 72.2% using simplistic maths is 54% of the total votes outstanding anyway. You are talking pretty fine amounts and all that matters…M&g say no it’s no, otherwise you are hoping on others to band together to have enough.
Ganfeng Lithium Ltd 110,933,697 28.88%
M&G Plc 52,528,941 13.67%
Robeco 16,280,000 4.24%
Hanwa Co Ltd 12,333,761 3.21%
Igneous Capital Limited (1) 6,970,000 1.81%
D&A Income Limited (1) 4,738,010 1.23%
OK these figures are a month or so out of date.....but they've got to get 75% of the scheme shares represented at the vote. Even if all the iis are there/or by proxy AND they vote for, they will still need more PI votes FOR than ALL the ii votes to get it accepted. I don't see it. Getting 75% representation of the scheme shares (excluding GF) at the agm/by proxy is going to be a big ask in the first place
no… i can see exactly where you’re coming from… and the more i read my post… the more i’m coming around to it… it’s cleverly worded… they need a minimum of 75% of the scheme shares represented in the vote… for the vote to count… and a majority… 50% + 1vote… of those 75% or more votes… voting for the ganfeng takeover…
tomcat
I may be wrong, we need a lawyer to interpret that sentence but that is my feeling - that if sufficient votes (in respect of 75% of eligible shares) are cast we need 50.1% to be no. So the actual number of no votes will depend upon how many votes are cast in total.
jam
I am positive in my mind that GF doesn't get to vote. The RNS mentions Scheme Shares, the glossary definition of Scheme shares mentions Excluded shares, then Excluded shares also appears in the glossary. It is quite clear that GFs own shares are not counted. Use CTRL+F on the word Excluded and you will see what I mean.
I don't agree about the 75%, I think that figure defines (if you like) minimum turnout required. Then once that is achieved a 'majority' is required - which is anything over 50% per the dictionary definition of majority. I don't want to argue about it, I'm not saying I'm right. But that is my interpretation having studied that wording several times and though unpalatable (because it will be very hard to fend off) I cant change what I read.
I know my interpretation of that sentence is unpopular with my fellow posters. Its unpopular with me. But I honestly think its what it says.
75% or more of the scheme shares present and voting.....to paraphrase......and we did go thru this last Sunday.
My question is whether Ganfengs 28.8% holding is included or excluded in this total
Obviously if it is excluded it makes it a darn site harder for them to get it voted thru
As JohnPwh points out .....if u look thru the appendix to the May 6th RNS we have:
(excluded shares) any Bacanora Shares beneficially owned by Ganfeng or any parent or subsidiary undertaking (as defined in the Companies Act) of Ganfeng and (ii) any Bacanora Shares held in treasury by Bacanora
So it would seem that their shares DO NOT count in the vote..........but......
This is in the appendix and ''excluded shares '' is not mentioned anywhere in the actual RNS text that i can see
I think this is hard for them to get through unless they have all the iis on board
Which is why i think they may come back with a better offer when it goes formal
Just my thoughts :0)
37.6% you mean… which would then mean it’s better for 25% of the scheme shareholders not to vote at all… than trying to get 37.6% to vote no…
Foz
Just have to hope M&G vote against. With the GF shares excluded from the vote I calculated that M&G hold over 19% of the so called scheme shares that 'will count'. So a big bonus if they vote the way we want. But a huge hurdle if they don't
tomcat
Don't agree with your interpretation of the relevant paragraph for the reasons I gave in my posts of the 19th. I hope you are right believe me. Its hard to decide and I have read it many times but I think they need 50.1% of the non GF votss cast, the 75% being the minimum turnout amongst the non GF shareholdings (whichever way they vote) in order that the vote is valid.
Buyout groups are “acquiring publicly listed companies far too cheaply,” in deals that “fail to compensate [shareholders] adequately” said Rupert Krefting, head of corporate finance and stewardship at M&G
Dee please send an email to Rupert….
yes… that’s what it says… for a scheme of arrangement they will need a 75% vote for the takeover… https://www.lse.co.uk/rns/BCN/possible-offer-for-bacanora-lithium-plc-z4oolw6k195e3ng.html …
in particular… bacanora shareholders should note that the offer… if made… would be conditional upon… among other things… the scheme becoming unconditional and effective (including its approval by a majority of scheme shareholders present and voting (in person or by proxy) representing 75% or more in the value of the scheme shares held by such scheme shareholders)…
Unless you are talking Gf vote!!
They need 75% of shares minus their holding is simplistic way to think about it (few other non voting shares, board renumeration shares etc)
Quite simply m&g say no there’s enough pis to make it a no.
Or pis and robecco might be enough, or pis alone if there’s a lot more than known atm.
Hi Mr C
Allot was my opinion, and I could be wrong, but was an interpretation of the wording of 6th May RNS
Posts were 19th June at around 21.00pm