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Dear All - I would never in a month of Sundays dream of advising a dentist how to carry out a root canal treatment. I also wouldn’t dream of advising a toolpusher how to do his job on a rig in the North Sea. The reason for not offering such advice is simple. I am not a dentist. I never trained as a dentist. I'm not a toolpusher on a rig, and never trained in that occupation either.
And yet online public forums permit individuals ignorant of stockmarket rules and corporate finance laws to post not only nonsensical drivel but also content which is in direct opposition to the actual truth. I’m going to highlight below a perfect example of such wilful ignorance; the comical self-confidence of the posters involved; and their willingness to go to extreme lengths to advance their nefarious agendas.
Stas20 and Brombarb are two such posters who have recently become more prolific on this forum.
I wish to address head on some of their outrageous content posted recently. I cannot be blunter when I describe the content in question as being completely and utterly false. False in fact. False in process. False in law.
If, following this factual correction, either of these two forum members elect to repeat their falsehoods on this forum, I will urge every other member to report them for publishing false and misleading information in order to promote a false market in the securities of PANR.
Stas20 and Brom (4th and 13th May) inaccurately described corporate actions around PANR director sales in September ’22. I’m going to describe how this process works in practicality in order to set the record straight and to rebut directly their falsehoods and insinuations. I will then invite these two posters to apologise for misleading the forum on matters of fact, and challenge them to post that they no longer stand behind the content of their posts on the subject. Let’s see if they’ll do the honourable thing, shall we?
Over the course of my career within investment banking, I must have executed hundreds, maybe thousands(?), of director purchases of shares and sales of shares in their company, so called “insider” transactions. In the UK, a company employee designated a PDMR (A Person Discharging Managerial Responsibilities) refers to an individual having authority over the issuer. Folk may have noticed declarations via RNS following share transactions involving such employees? They’re usually directors or very senior management, fyi.
[Part 1, see above for Part 2]
[Part 2, continued from part 1 below]
Ok, so now let’s look at the process which took place in Sept ’22. The three executive directors exercised some of their employee options and sold the shares in the secondary market. For ease, let’s say the exercise price for all the options was 30p and the shares were sold at 125p….nice round numbers which are 2p or 3p away from the actual prices, ok?
Here's what happens. The directors will ask their Chairman/NEDs for permission to undertake the intended transactions. Provided the Chairman agrees the directors aren’t in a closed period (eg. near the publication of statutory financial reports) and that they don’t possess any inside information which, if published, would be likely to alter the market in the company’s securities then permission is granted. The FD, in this case JH, will contact the company’s broker (Canaccord) to handle the sale of the shares (4.2m shares in this case). On settlement day, Canaccord will either send the cash to two separate PANR company accounts or JH will split the monies when sent by Canaccord to PANR.
Let’s say for ease that JH elected to exercise 1000 options, sold 1000 shares @ 125p and the proceeds were £1250 (forget commissions, etc), ok? The exercise price of the employee options was 30p so £300 (out of the £1250 gross sale proceeds) will be sent to the company’s (treasury) account. The remaining £950 will be sent to the company’s payroll account where JH, as a UK resident, will see the £950 sum treated as income for tax purposes and taxed at, say, 50%. Net, net, net, JH will receive £475 (out of the £1250 gross sale proceeds) in his bank account after this process.
The three directors who exercised options and sold stock (it’s a contemporaneous process, legally and process-wise) collectively reduced their total exposure to PANR by between 9% and 13%. I don’t know about other members of this forum but maintaining an exposure of 87% - 91% of my total exposure to a stock is *not* evidence of directors ceasing to be aligned with the wider shareholder base. I would also not characterise such percentage reductions in exposure as “huge” or “substantial” as our two prolific posters would have us believe.
It’s worth recognising that the net cash percentage which each director eventually saw in their personal bank accounts following this specific event was circa 40% of the headline gross sale proceeds. So that’s the first part of this correction sorted, agreed?
[End of Part 2, see above for Part 3]
[Part 3, continued from Part 2 below]
Now I move on to the most egregious content posted, and repeated, by these two individuals. They both accuse PANR directors of some sort of sleight of hand whereby the shares sold in the market were immediately “replaced” by the issue of new options. This is complete and utter garbage, drivel, gibberish, g0bbledyg00k, twaddle, claptrap, balderdash = made up nonsense.
That these two individuals failed to understand the process is bad enough. That they made it far worse by electing to publish on a public forum their wilful ignorance in the hope that it would support their agenda, such as it is, is contemptible.
Here's the thing, Stas20 and Brom……the exercise of options and ***immediate*** sale of the shares are ***contemporaneous*** actions. There was *no* immediate replacement of the sold shares the same day at a 70% discount, as you would have had other forum members believe. If either of you don’t understand the definition of “contemporaneous” then look it up.
Your ignorance of this process is, I suppose, understandable. The fact you both elected to post your accusations without firstly asking questions of your fellow forum members about the rules of the stockmarket or UK corporate law is clear evidence you vastly overestimate your knowledge of the workings of the equity markets. You have chosen to repeat these false accusations which is bewildering and suspicious. That you have not formally apologised and retracted your scurrilous accusations is deeply dishonourable and reflects very poorly on your values.
Stas20 and Brombarb – I invite you both to apologise for posting on a public forum false allegations concerning the activities of three PANR directors in September ’22. I further request you each post a withdrawal of the baseless allegations you made in multiple submissions to this forum.
I beseech you both to do better by your fellow man. /end
Scot being his succinct self.
Fact is, PANR is as dogg'ed as 88e. The stock continually tanks despite you posting crap about how the sun shines out of this dogs ar5e.
You will only be judged on your PANR investment when you sell you say? Haha I guess we will all be dead to judge you then. Never mind in the 7 years you have been singing this dogs praise, many many baggers and opportunities have passed you by and will continue to pass you by in the next 7 years. Whatever the outcome, you were already judged as a fool long long ago by those that sold when this was above £1 (like your beloved directors did), and anyone with a scrap of logic and objective detachment w.r.t this dog
You are an emotionally attached fool scot. Blinded by your own weird arrogance and ego (even though you have been continuously wrong in your predictions and subsequent SP action) and inability to admit you got this so wrong. Every stock on this bb has one. Anyone taking your advice will continue to lose more money just as you have. You already lost 5k on your last top up.
And stop telling other members to block those who have predicted correctly the SP action when you have been less right than a stopped clock over the last 7 years! If anyone should be reported, it should be you! A danger to yourself and others.
Ah yes: evade responding to the detailed, factual explanation of why previous posts were DELIBERATE attempts to mislead.
Thanks for the corrections & explanations Scot126: naive posters can too easily be misled by headline claims. Don't hold your breath for either acknowledgement or apology from them.