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Dogstar
A takeover offer does not have to be from a Tanzanian company to obtain Tanzanian Government approval. That is a fact.
Could force a hostile takeover offer which is higher and gets rid our somewhat dubious BOD !
Make us an offer we can't refuse.
If the existing licence is owned by Shanta, why should it matter who owns Shanta, why the need for a 'transfer'?
It's Berenberg the market maker (JBER) as I read it. They have to declare their position as Berenberg is also working for Saturn.
As I have said before the RNS clearly states in the event of a superior offer that is 10% above 13.5p, (14.85p) Saturn reserves the right to either withdraw the acquisition or to take part in a counter offer. Institutions can be litigated if they deliberately provide a poor service to their clients. If you can sell significant stock at 14.75p, but choose to sell to someone else at 13.5p when terms of conditions to Shanta staff etcetera are equal, that is a failure of providing good value to investor clients within their institutional fund.
In the meantime Saturn have got 500,000 shares cheaper than 13.5p if I read things correctly. I am hoping another gold miner starts buying Shanta stock.
A counter offer would be subject to Tanzanian and Kenyan authorities approval of the transfer of licenses as per Appendix 3 in this proposal, I would think.
Can imagine to be an acceptable deal it would have to come from a reputable Tanzanian Company
like the deal on the table
Yes, they have a legal obligation to put a higher formal offer to shareholders.
A question for the more knowledgeable on here... putting WK aside for now how much would it cost to replicate Shanta's? How much would it roughly cost to build a 105K ounce operation with assets in place to increase cheaply to ~140k ounces and how many years would it take before that project was generating free cash flow?
75% of shareholders have to vote for it, so if there is a higher offer not many are going to vote for the lower one are they?
Do they have a legal obligation to shareholders to consider a counter offer? If the counter offer is higher, do they have an obligation to accept it over the current, pathetic offer?
If not, I can't see them entertaining any such offers. They might even lie to prospective offerers to put them off, given how much of a steal this is for Patel
A counter offer?
What difference does the price of gold make?
Is SHG effectively dead money until the voting date in 6 months time? Why would anyone buy in now when they can presumably buy in for a very similar price in a few months time?
Gold spot at 2080 is a breakout point. VIX is quite low and some concern was raised on bloomberg where it currently sits at a high level of complacency. Any black swan event and gold could move higher quite dramatically. Jessies cafe americain also picks up on these points this evening.
Shanta gold has outperformed Barrick gold since September 2023. It is hardly struggling in the chart performance when compared with many other gold miners. In fact those who hold Centamin and Shanta will have observed very similar performance with Shanta getting an edge only during December. Shanta is only slightly behind HoC recovery performance as they complete a new mine, but have quite a lot of debt. The story of Shanta woe is us in the press was laid on with a trowel. It has probably succeeded in curbing some over enthusiasm towards takeover prices.
The key time frame are the first two weeks of January. The Board has either encouraged proper bids to be submitted on a takeover or they have this fancy alternative vehicle to go private. It is a shame that Centamin with $150M in the bank and $150M credit line are trying to work up a Doropo mine at 1.5g per tonne for the equivalent of a WK asset instead of just taking over Shanta and being a strong east Africa gold miner.
Tony
I cannot image how any truly independent director could possibly support such a ridiculous offer.
Add my 30,000 to the list of no votes.
Hopefully, the stupid price will bring forward some other interested parties.
Indeedy; all a bit fishy as Liberum were giving a buy recommendation as brokers at 30p plus 2022.
Since then the gold price had increased dramatically, but Liberum's "fair value" rating has decreased dramatically !?!?
Pacifico
Berenberg are certainly involved in the stitch up but it is Liberum who are Shanta’s advisers and who are recommending the acquisition to us shareholders.
Hounddog10--thanks for the information.
What with highly leveraged buyouts ( or as I prefer to call it --lots of debt involved), companies recently incorporated in Mauritius, and this dodgy scheme rushed out before Christmas, I would expect SHG shareholder joy will only be complete when we learn that the SNP are involved heavily in Project Neptune. I wonder how operation Branchform launched by the Scottish Police some two and a half years ago is going. It must be the longest Police enquiry ever.
Last year after Shandong pulled out from buying Shanta Gold they acquired 20% of Yintai Gold and that process started in December 2022 and was completed in July 2023. Shandong acquisitions and deals have averaged $700M a year for the past 4 years or so.. They are looking to build reserves and resources. I suspect Shandong Gold is still a possibility when FTSE opens up again in early January.
Gold fields selling 45% holding in their Ghana mine only frees up $170M over several years. Gold Fields is probably losing a good 45,000 ounces from this sale per annum and this approaches a loss of 108,000 ounces in 2 to 3 years time. Acquiring Shanta recovers the loss in their production profile if they enter a bid.
China has a launched a 2024 gold coin for next month which the Chinese public can use as legal tender. Chinese buying of gold has increased by 7.3% during 2023 from January to 1 October according to Chinese Daily newspaper (published 15 December 2023). Jewellery demand was strong in November. Tony
''payments to the CEO and other Board members to induce them to support the offer MUST be disclosed''.
Yeah Ok! (Good luck with that one! LOL!)
Since when has ANYTHING listed on AIM followed 'the rules' (or more importantly EVER been held to account when they don't!!?? )
Don't hold your breath mate!!
I had a bit of a skim through the lending agreement and a few points were notable:
(1). They are borrowing $150m which is all but around $20m of the bid cost. This is a highly leveraged buyout.
(2). The repayment date for the loan is the earlier of 19 December 2024 or six months after the first utilisation date on the loan (likely May 2024 if the takeover goes ahead). So much the same either way. The loan is a short term bridging facility (as described) which then raises the question as to how are they going to refinance or will they on sell Shanta?
(3). There is a £450m net worth covenant for the ETC Holdings group which is the Guarantor of the loan. ETC is a Mauritius company so difficult to get hold of accounts. But the £450m implies that bringing in Shanta - very roughly Shanta has an NAV of £150m, more or less matched by the bid loan - introduces more leverage into ETC (unless ETC already has over a 1 to 1 ratio of borrowings to NAV).
None of this seems to suggest that ETC has the wherewithal to easily finance Shanta’s development going forward (a major reason given in the bid announcement). In fact, as equity is being swapped out for debt in the buyout it is loading Shanta up with a great deal of debt.
Also, as a conglomerate, ETC has no pre-existing mining experience.
shares in issue - 1,050,000,000 - 100.00%
total no votes from lse - 36,258,669 - 3.45% (25%)
counteract yes votes - 108,776,007 - 10.36% (75%)
lse members here so far (36.3 m shares) 3.45% said "no" means they need 10.36% votes to counteract us. please check your updated holdings of your no votes below.
can we have some volunteers with aim stock market company experience to come forward to communicate with the board and other stakeholders? i am happy to assists the team with the data capture and updates.
lse id shanta holdings
1755 125,000
2wheelman & family 878,000
adelaide23 32,700
alanxx 60,000
annie59 120,000
antanarjuato 142,000
bankrupty 128,888
bebold 700,000
bittentwiceshy 45,500
bobslob 50,000
bozonurky 104,000
bubble2021 100,000
cadell 53,000
chappie 110,000
craigb 250,000
****goestheeassal 700,000
cutters8 400,000
cyberaichas & friends 1,334,000
danners456 185,000
dvharrison 1,200,000
e43 470,000
ericmca 700,000
geldautomat 100,000
g-g-g 5,250,000
gino73 111,000
greyingsurfer 100,000
hallsworthy 75,000
harchris 170,000
hope2gain 127,000
horogate4 514,000
hounddog10 1,000,000
hythe1 184,000
jackson41 1,000,000
jefuss888 1,325,000
jockilass 300,000
kadavul & mrs 1,050,000
kat-079 600,000
kipperfoot 469,786
leamielemming 1,750,000
longfell 170,000
lowtrawler 1,549,722
madogmcree 21,500
magoo79 300,000
matyboy1965 39,100
metis20 195,000
mick-b 525,000
mikeha 145,000
mimbrit 250,000
minty77 30,000
newsid 49,473
nigelbonger 240,000
noelshempsky 1,000,000
oldmanriver 250,000
publican777 1,500,000
redhill 1,300,000
richsoon 190,000
rogerk 1,000,000
rossannan 202,000
s_o_h 466,000
sharky1975 1,240,000
skotkent 34,000
softrock 210,000
spambrain 45,000
stephengali 100,000
steve0711 177,000
tony.addison 346,000
toptiger 180,000
uktrader & mrs 300,000
unclemal 1,300,000
undercarriage 32,000
unvrkw 655,000
wanaka 50,000
willder 68,000
zooman80 85,000
total no votes 36,258,669
They signed a confidentiality agreement at end June 2023, being (not coincidentally) the first month that Singida went into commercial production and when Shanta became substantially de risked. The agreement was so that confidential internal Shanta material could be handed over for the purposes of due diligence and no doubt more specifically to assist raising finance. Although, it is not unusual to sign such an agreement what is unusual is for the potential acquirer to have been given six months to sort itself out. This is particularly so as Shanta is a straightforward company and that Patel is an insider and must know the business intimately. Given so many parties are involved in a takeover (at least two advising banks, two sets of lawyers, the debt financing bank and their lawyers etc.) it is very difficult to control leaks over that period of time. This may at least partially explain the muted market reaction to Shanta’s excellent future prospects and the persistent selling into strength that has happened in the last six months.
I would have thought it is, at best, marginal that the Board has satisfied its fiduciary duties in allowing one related party bidder so much time to assemble their bid, particularly when it must have become clear it was going to be at a low price and be launched over the Xmas period in order to run down the timetable on any counter bids. Similarly, other means of bolstering the share price eg dual listing on TSX or AUX were categorically ruled out by Zurrin despite him constantly pointing out the valuation gap between AIM and those other markets in his presentations. It is not expensive to do a dual listing. A couple of million dollars if you are not raising money.
Project Neptune seems to be something about supply of Ferries in Scotland unless I am mistaken.
Is there any relevance of this to SHG? Please elaborate if there is.
I own 1.24 million shares and will vote NO…. if I hold them all that long, as I’m tempted to sell to leave the anger behind and free up some capital. Like so many I had been loyal, believed in the company, trusted Eric, and accumulated more over the years, expecting a much bigger return. Just can’t believe how they have shafted all retail investors.