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WhiteMan,
I think you need to look at the report on the 6th March which highlights the debt position. All debt costs have been converted to USD as detailed in the reports. USD 35m in secured debt, USD 20m in unsecured debt, USD 5m in administration / DIP agreement costs. DIP costs will be paid first, then secured debt, unsecured debt and then shareholders get what's left.
Acquisition value of AUD 65m which converts to USD42m as current exchange rate. USD 42m covers DIP, secured debt and USD 2m towards the USD 20m unsecured debt. Shareholders will not get a penny.
Shocking situation. I like many have lost quite a tidy sum here but it's done and we need to move on
Blue square....sadly I think you are right.
White man put up a good arguement...are you able to deconstruct his view ?
MUST BE A FULL MOON
All of the purchase monies go to pay off the existing debts, firstly to secured creditors, then unsecured etc. Shareholders are at the bottom of the list.
Our shares are worthless, the company that you owned is in administration.
You'll get nothing for your shares...
Considering 50mil $a are roughly 26mil pounds, I guess we will get only a compensation of 4 pence a share.
"The Company has agreed to provide the following consideration in return for the Acquisition:
(i) A$50,000,000 value payable at Completion, comprising:
(A) A$35,000,000 in cash (Stage One Payment); and
(B) A$15,000,000 worth of Shares, being 600,000,000 Shares based on a deemed issue
price equal to the capital raisings (A$0.025) (Consideration Shares); and
(ii) A$15,000,000 value payable no later than the 18-month anniversary of Completion (Deferred
Consideration), comprising:
(A) A$7,500,000 in cash (Stage Two Payment); and
(B) such number of Shares equal to A$7,500,000, determined by the VWAP of Shares over
the last 10 trading days on which Shares traded prior to the 18-month anniversary of
Completion (Deferred Consideration Shares), subject to Shareholder approval under
Listing Rule 7.1.
A deposit of A$3,500,000 has been paid by the Company which shall be deducted from the Stage
One Payment on Completion. The deposit is refundable in limited circumstances.
The issues of the Consideration Shares and Deferred Consideration Shares are subject to the
approval of Shareholders pursuant to Listing Rule 7.1. "
35 million for the first tranche are to cover our debt/creditors, at least that's what I thought, but now considering the currency ratio my calculations are probably off, and the newly issued shares are also for the creditors rmm has/had. So my calculations are probably too high and we get a lower price. well let's see, but as far as I know, we have around 30 million pounds debt and not A$ so maybe we leave this fully empty-handed.
Not sure what he means but he's done the math
Are you saying each share is worth 10.43 pence .
I'm must be wrong
This is approximately what you get for 1 share.
Here are the calculations:
First of all, here is the takeover bid from that other company. I don't know why we didn't get that information presented, but it fits into the management still we had to bear. https://wcsecure.weblink.com.au/pdf/AUT/02705676.pdf (the exciting part is on page 6)
From that, we can calculate that for 100,000 shares you get approximately this (if you sell your first tranch at the current market price of A$ 0.033 (ASX:AUT))
Base assumptions:
162.04 mil Rmm shares
AUT to Pound conversion factor of 0,52
AUT investor vote on 11. October goes through
everything rounded down
100'000 shares = 3.702789 * 100'000 * 0.033 * 0.52 + 7.5 / 162.04 * 100000 * 0,52* 2 = 6.353,98 + 4.082,9 = 10.436,88 Pound compensation, which makes the sp of this 10.43 pence hence the header.
Would love some feedback if I did some calculations wrong or if my math adds up.
Have a nice Sunday and next time pls somebody else do this (and also share it)
Which companies are the RMM management now involved with?
Just to say that if anyone else wants to write to the Official Receiver's team to urge that the directors and management are fully investigated under the Compulsory Liquidation process in the light of the financial mismanagment and public misrepresentations relied upon by retail investors then please write to the following two email addresses and quote the reference below in the subject heading. Perhaps more messages will add some weight. My previous posting on LSE sets out below the types of points I made in my own email. (Feel free to pass this on to RIG as well.)
orlondon@insolvency.gov.uk
naveda.arqum@insolvency.gov.uk
Ref: LQD6908589 - Rambler Metals & Mining PLC
Is today a landmark day ?
Is there to be some decision making today or am I blowing in the wind here.
My wife and I are due to lose out massively on promises but kept
I wrote a detailed email to the office of the Official Receiver who is dealing with RMM's Compulsory Liquidation. The Official Receiver is a government officer appointed by the Courts. I gave an outline of the Rambler situation and its consequences for the individual investors in the UK, the trail of financial mismanagement and misrepresention, and the "fire sale" in Canada of an apparently "world class" asset, which is due to be ratified on 11 Sept - which will benefit a select few to the full detriment of individual investors, local creditors and employees. I said that Plinian Capital - owned by Brad Mills - has initiated the Compulsory Liquidation because a large shareholder group voted to block a voluntary liquidation process which woud have been controlled by the directors, and we now urge that the directors are fully investigated. I received a prompt response that my email has been received and has been forwarded to the "Examiner" for review.
I hope that by informing the Official Receiver's team that there are such contentious issues the case can be escalated for a more thorough investigation of the directors and management. We are not creditors with power but it's the best we could do to raise our red flags to the Official Receiver and ask for a full investigation. I just hope it helps.
Hopefully all will be a lot clearer for us on 11th September and we can do what we need to.
The company has gone into compulsory liquidation as of 9 August. The petitioner was a creditor, Plinian Capital (owned by Brad Mills). He (and the directors) will obviously want a quick and quiet liquidation with minimal investigation. However, the Official Receiver now has the case and there must be an investigation - which is good. I have lost £32,000 (even buying at a low price) which is no fun. I have contacted the Business Insolvencey Service for advice and I am going to see if we can get as much pressure as possible in the investigation. Nothing to lose and at least we try to get heard. Its obviously better than if we had quietly allowed a voluntary liquidation.
@Cool
If it helps (and happy for anyone connected to HMRC CGT or otherwise experienced to add to/correct).
My digging on companies house indicates that there was in fact a request to wind up the company submitted by Solicitors on 16 June.
This was upheld and actioned by the court on 9th of August.
So it appears to me that legally (in the UK at least). The company has/is being liquidated as we speak....
As a result, from past digging on the HMRC CGT guidence. If, as seems now the case. No monies will come back to share holders.
I believe one can write to the CGT department and petition that your shares held in a trading account (N.B. NOT any that were moved there from an ISA). Are then of "negligible value".
If this is accepted, and can't see why it wouldn't be, once this is finished. Then one can make a claim for the monies spent on buying those trading ACC Rambler shares as being a CGT loss to be added in for this financial year. Again, if agreed by the HMRC. Your allowance of 6K profit for this year can be increased by that extra amount before you pay CGT on any profits elsewhere.
I am not a tax lawyer. But that's my interpretation of the somewhat murky details I have looked into.
HTH.
Please can anyone explain this in a few words.
All the best to you all.
How do we claim the shares as a capital loss when the company is sold not put into administration?
Https://www.torys.com/en/our-latest-thinking/publications/2023/04/bc-court-refuses-to-grant-a-reverse-vesting-order
The Court echoed the judicial view that RVOs are not the norm and should be granted only in extraordinary circumstances. Building on recent RVO decisions such as Harte Gold, Quest University Canada and Just Energy Group Inc., the Court recognized that heightened scrutiny and diligence must be applied to RVOs because they lack many of the key statutory safeguards that normally provide economic stakeholders with a “voice” in the debtor’s restructuring.
Relevant reading on reverse vesting orders through a case study of another failed Canadian miner:
https://www.blakes.com/insights/bulletins/2022/below-the-surface-a-deeper-look-at-harte-gold-and
Thanks for the update. It's all confusing and I am not sure how but I will trust what you say! No massive change as I wrote this off months ago
Just seem this? Still not sure what it means for shareholders? Shows as they have purchased all the shares for A$65m
The Company is pleased to announce that the Successful Bidder, AuTECO Minerals Limited (ASX:AUT)
(“AuTECO”), and the Company in consultation with the Monitor and the DIP Lenders, have completed
negotiating and have executed a Subscription Agreement (“SA”) that sees AuTECO acquiring all of the
shares of the Company for total consideration of A$65 million, pending approval of the transaction by the
Court and other customary conditions for a transaction of this nature. The transaction comprises upfront
consideration of A$35 million in cash and A$15 million in shares, followed by an additional A$7.5 million
cash payment and A$7.5 million in shares within 18 months.
Mirror announcement now out by Rambler:
https://www.ramblermines.com/storage/press-releases/rambler--press-release-08-31-23-1693502805.pdf
Stop spamming and wait for the Rambler announcement.
The entire thing was written in award-worthy extra-chromosome legalese.
My favourite part:
On completion of the Acquisition (Completion), the Rambler Group shall retain all Target Assets owned as of the date of the Subscription Agreement and any assets acquired by the Rambler Group up to the date of Completion but excluding those assets, liabilities and contracts specifically excluded by the Company pursuant to the terms of the Subscription Agreement
>>> So, once the acquisition of Rambler assets is complete, Rambler RETAINS all assets that were sold to AUT? How does that even work? Was there really absolutely no way for a legal professional or a NOMAD to phrase this clearer? Was this really the utmost optimal choice of words in the entire universe of possible permutations?
I am struggling to find where it states shareholders will get nothing? Based on Net debt being $25m I am not sure how shareholders can walk away with nothing on a sale of A$65M? Rambler where not in that much debt were they?
AuTECO Minerals Limited (ASX:AUT) is pleased to announce that it has agreed to acquire the
Green Bay copper-gold project in Newfoundland, Canada, for total consideration of approximately
A$65M.
The Green Bay copper-gold project includes the Ming Mine and Nugget Pond processing facility
previously operated by Rambler Metals and Mining Canada Limited, a subsidiary of previously AIM listed Rambler Mining and Metals PLC.
https://wcsecure.weblink.com.au/pdf/AUT/02705676.pdf
Based on what I am reading shareholders will get something?