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Have you got any experience to back up your categorical statements?
Have you actually done what you're talking about? I have.
I'm also a Chartered Accountant and have been FD of a major Financial Services company.
(Sorry everyone else).
I'm talking about paying tax in Ecuador, where the licences and the operations are.
Not Corporation Tax on SOLG profits.
And even in the UK: "Assets can be transferred between two separate limited companies but it should be noted that Capital Gains Tax (CGT) will be payable by the recipient company if the assets are transferred free of charge or below the fair market price."
Now you say Newco could be spun off into a company that would IPO for £20/30m.
I say again. Why would SOLG shareholders take shares in an unquoted company and gamble on a successful IPO?
Would you? I wouldn't, especially because my SOLG shares are in an ISA and Newco wouldn't qualify. Furthermore the only way I could sell them would be back to Newco.
meanwhile, you clearly haven't read the latest Brokers report which puts a value of $150 million on the regional portfolio.
You see you're making the same mistake as Quady. You have a good idea and therefore it must be right and you have to find a way to justify it.
I'm simply responding with the facts and the practicalities.
CGP and Mather now have an armlock on SOLG. There is no way they would go for yoru scheme with delayed rewards when a successful takeover brings them maybe a 5 bagger or more, within weeks or a few months.
And if it was me I would approach the bidder to buy the regional portfolio and put it in a Newco then or even the DGR stable.
I can follow the logic of what you explain Bozi. The only negative in that route for me, is the large amount of ifs involved.
There are no guarantees of finding any more large mineable deposits…. I prefer to be on the more realistic/cautious side, compared to many when it comes to presuming future discoveries.. But there are absolute guarantees of hundreds of millions of spending commitments.
I’ll take my swifter, lower exit point and move on.
Orthern
If the regional assets stay in SOLG and SOLG is sold whole then they carry no value unless an auction happens and things get tasty.
You yourself appear to not like the chances of this and I'm along your line of thinking.
If they get spun out I think you could IPO the company for £20-30m, probably next summer. Small change. It would like a new explorer being born in the junior markets with a mature cow being carted off to the slaughterhouse, to excuse the anomaly.
The value then grows as NewCo PEAs and PFS' Porvenir and more so if they make a new significant discovery at Helipuerto or the likes of.
Then depending on how things are looking, you can then spin the regionals out again and just sell a mature Porvenir, or you can explore developing Porvenir, obviously with the same arguments taking place that we've had about SOLG.
Porvenir will hopefully be a friendlier asset to develop though given it is from surface.
Just one last point. Look at Solaris. Worth considering why they have done the very same thing with Warintza. Why?
Because it's the best way to value creation. That's right Red.
...
OldCo, to repeat myself, brings the likes of Mitsui to the table who are said to be interested in Cascabel only. That adds further competitive tension.
I'm going to close it there because nothing I say will get through. You'll just continue with your straw man arguments, and it's painful because they hold no water at all.
Red,
Wow, what can I say. You don't think my idea maximises monetisation but yours does? That is really some strange thinking. My idea does exactly that, whilst yours only achieves that if a bidding auction materialises, far from a certainty.
In terms of making tax laws up, where have I done that? I didn't really want to do this but here's the stuff about the CGT exemption - https://www.gov.uk/tax-sell-home
If SOLG slides a holdings company in above the 4 subsidiaries holding regional licences then no reorganisation needs to happen. There's essentially a carve up. SolGold stays as is with Cascabel, Blanca Nieves etc and the 4 subsidiaries move out under the NewCo, which gets renamed.
It has nothing to do with what the major shareholders would accept. BHP, Jiangxi and Co will get what they are given. You don't see Assore, Sumitomo and the other big Atlantic Lithium shareholders complaining about holding stock in Ricca Resources. Take it from me as an investor in that company-they're not.
You could even infer that one of the reasons the Porvenir PEA has been halted is to not confirm a value for that project ahead of a potential spin out, not that I believe it would matter for the reasons mentioned. Ownership of Porvenir wouldn't actually move from it's subsidiary (Green Rock is it off the top of my head), but Green Rock itself would move. You're just going to have to accept that the tax argument is a red herring you're using to try and talk down the option.
We haven't been trying to sell regional licences. We've been trying to find partners to help prospect them. Completely different. SolGold cannot sell licences that it has been awarded. They expire at the end of their term and SolGold can either re-apply or let them go back to the Cadastre for potential re-distribution.
"
Finally, on any disposal of assets (and selling a new company containing all the non Cascabel assets) would carry those assets with it; the transfer to the new company is treated as a disposal for tax purposes."
This just isn't true. Please substantiate this.
It doesn't delay anything. SolGold can still be marketed for sale now if that's what the objective is. SolGold can just run the demerger in parallel or early in 2023 if taking place after completion of the Cornerstone transaction. They can prepare the holding company now, like Ingo did with the financing company a couple of years ago. Its all straightforward and you know it.
Cont...
30p by friday is like saying we going to production go figure
What happened to 30p today from the number one jester?
:)
Good afternoon Anon3 they still have time to put out a meaningful RNS explaining to Investors in plain English what is the direction they are taking.
In which case I will vote.
What I won't do is vote blind.
How much value would we expect for spun out regionals?? Given they come with a 400 million dollar spending commitment.
Any monetising event is going to be underwhelming if we are Hoping for close to full fair value, based on Solgs original PFS in my opinion.
Quady, if we can't support our board, what's the point in remaining invested?
I totally get what you're saying, but the inference is that if you vote against, you're inadvertently voting in favour of the big boys.
You just have to trust the board to want what's in our favour, I feel.
Red Irwin busy on Twitter
Interesting stuff
Bozi
First I don't think your idea maximises monetisation. Its unnecessarily complex and slow.
Next. You cannot make the tax laws what you want them to be just to argue your case.
"It is then this company that gets demerged from SOLG plc."
So first you've got to go through a reorganisation.
Then you still haven't answered my challenge that any shareholder, including BHP, Newcrest, Blackrock, Jingxiang, you and me would accept unquoted shares in a company with assets valued at zero.
But they're not valued at zero.
Porvenir has a value which will be ascertained by the PEA if it ever gets done.
And if the other regional projects are worth zero, why has SOLG been trying to sell them for m ore than three years and why have we retained the licences.
Finally, on any disposal of assets (and selling a new company containing all the non Cascabel assets) would carry those assets with it; the transfer to the new company is treated as a disposal for tax purposes.
The whole thing delays the monetisation of the assets probably by several months.
Do you honestly think CGP are recommending the merger to sign up to such a convoluted scheme which simply delays the sale of the whole entity.
No I don't want to own or trade shares in a near worthless entity which will still need to raise $100s of millions to develop those assets without the backing of Cascabel as collateral to that funding.
And as to "a bidding war that might never materialise" you know my views on that.
But if it may never materialise for SOLG why would it materialise for Oldco and at what value...?
I believe this is all about a straightforward takeover and that’s what I’m voting for….
Wasn’t directed at you just a general thing …. Also have a problem with people who don’t vote moaning about the government
Sorry DBW not arguing, but responding to your dig about not voting.
By the way re-read the latest announcements.
Production by JV is not off the table.
That's my whole point.
We are asked to support the current BOD but no one knows what they are supporting.
40 odd minutes to hit 30p ? I guess not this week ah well by close next Friday it is then :))
Have a fantastic weekend all and remember certain of you on this board there is so much more to life than solgold lolzzz... This will deliver one day
ONWARDS AND UPWARDS !!!
Q not looking for a row …. Sorry to disappoint
The board have asked for our support and I like what’s been happening over the last few weeks … all pretence about going to production now removed and clearly looking to get this sold …… all of which I’m fully behind so why wouldn’t I support the board?
If you don’t wish to vote that’s your prerogative now go find someone else to argue with
Really DBW what outcome are you voting for and what does each person you're voting for stand for.
I believe there is an accounting issue which treats selling the 'main asset' as a forced bid situation. In other words designed to avoid 'cherry picking' and leaving shareholders with the dross. There is no doubt that Cascabel is SOLG and SOLG is cascabel. Selling ENSA will come under tough scrutiny via LSE and TSX. However, like some have said, if the regionals and 60 odd licence blocks (or hopefully less) get put into one of the Subs and then that sub gets spun out, then that's fine. But you still end up with a scenario whereby SOLG has to be bought out rather than the asset being sold leaving just the SOLG shell. I'm not explaining it that well but accountants amongst us know the issues of selling your prime assets and not trigger takeover codes.
Exactly Anon if you don’t vote you have no right to moan about the outcome
Well, my missus and myself have informed AJBell that we wish to vote in favour of resolutions 1-13 and they've replied that our requests will be actioned.
For anyone who doesn't know what to do, just send a secure message telling them of your request.
Vote, people, your company needs you!
Also no point at this stage of events to try and make your voice heard as you'll be in danger of handcuffing SOLG's options into the future and handing the keys to BHP et al.
It's going to be a close imho as CGP and the Chinese will just about level out against NCM and BHP. It's then down to Mather and his crew to get it over the line.
Do you know that for absolutely certain, Redknight?
I don't understand your motive here. You're arguing against something that just makes the most sense, all for a clean break on probably worse terms.
At the moment the 4 companies are subsidiaries of SOLG. Would you agree?
So all SOLG has to do is create a new company, in terms of organisational structure it sits between SolGold plc and the 4 subsidiaries. It is then this company that gets demerged from SOLG plc.
Also, let's not get onto the subject of how you tax something that doesn't carry a valuation, as is the case with all the regionals except Porvenir. Any % of £0 is £0.
Come on Redknight. You know this makes sense.
You still get your SOLG sale or purchase or however you want to frame it and you get a new vehicle to trade to your heart's content.
I've probably bored everyone silly today on this so will leave it there, but open your mind to something different to a bidding war that might never materialise.
OK let me try...
The regionals are held in four different companies.
You would have to 'sell' thise companies to Newco. Or are you proposing to give SOLG shareholders separately, shares in Green Rock Resources, Valle Rico, Carnegie Ridge and Cruz del Sol
If you bundle them all up you are issuing unquoted shares to SOLG shareholders before you IPO any or all of the Subsidiaries. I wquldn't take these...would you?
The transfer still involves a taxble 'sale' of assets by Solgold plc, which is taxable.
Its all far too complex when compared to somebody bidding for SOLG and, when successful, spinning off the assets themselves...
And Redknight, just to clarify with you before you yield the filter button once again, you could transfer your house to me, assuming it was your primary residence, and pay no CGT.
Why, because your main residence is exempt from UK CGT.
Look that up, my friend.