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Seems to have been fairly neutral...the SP was marked down to 13.40 following the news but has since recovered to 13.74 on no great volume...
Maybe everyone is waiting for first dealings on Monday.
BTW the Prospectus implies that the shares will only be traded in London while mentioning seeking a listing in Toronto in due course...makes any takeover bids more simple...
Erm, is this news to you? We've known since the transaction was announced.
Red,
Based on my calls, when the new shares get issued BHP and NCM are virtually bang on 10% levels. So no major issue there. Of course if they are a minor 0.3% off that level then I guess they can top up but highly doubt they'd bother. It's minor.
to one side the various questions which have arisen, now we've got the prospectus out with completion on Monday, has this assuaged the concerns some people were expressing the other day?
So I see the transaction has diluted us all by 20%.
Whatever Is next?
Z
I'm not sure BHP could have blocked the acquisition (if they did they've had almost 5 months to do so...)
Here is their Antidilution
"Subject to the passage of any necessary authorised issue resolution and/or disapplication
resolution (which the Company must use its reasonable endeavours to secure), if the Company
wishes to allot and issue any equity securities either for cash (a “Further Raising”) or pursuant
to a transaction for non-cash consideration (an “Other Transaction”), and at that time BHP
Billiton holds at least 10 per cent. of the Ordinary Shares in the Company, then the Company
must give BHP Billiton the opportunity to subscribe for:
* in the case of a Further Raising, such number of Ordinary Shares in the Further Raising;
and
* in the case of an Other Transaction, such number of Ordinary Shares (a “New Issue”),
that following the allotment and issue of all Ordinary Shares pursuant to the Further Raising or
the Other Transaction (as the case may be), BHP Billiton holds the same percentage of Ordinary
Shares on issue as it held immediately prior to the Further Raising or the Other Transaction
(as the case may be) (the “Anti-Dilution Right”). If at the time of a Further Raising or the
Other Transaction, BHP Billiton holds more than 10 per cent. of the Ordinary Shares, then the
Company shall give BHP Billiton the opportunity to subscribe for so many Ordinary Shares that
following the allotment and issue of all Ordinary Shares issued pursuant to the Further Raising
or the New Issue, BHP Billiton holds 10 per cent. of the Ordinary Shares then issued and
outstanding."
So will we see new shares issued to BHP and Newcrest after Monday...?
The following are in the Prospectus Colonel and therefore surely still apply...
Newcrest
"Anti-Dilution Right
Subject to the passage of any necessary authorised issue resolution and/or disapplication
resolution (which the Company must use its reasonable endeavours to secure), if the Company
wishes to allot and issue any equity securities either for cash (a “Newcrest Further Raising”) or
pursuant to a transaction for non-cash consideration (a “Newcrest Other Transaction”), and at
that time Newcrest International holds at least 5 per cent. of the Ordinary Shares in the
Company, then the Company must give Newcrest International the opportunity to subscribe for:
* in the case of a Newcrest Further Raising, such number of Ordinary Shares in the
Newcrest Further Raising; and
* in the case of a Newcrest Other Transaction, such number of Ordinary Shares
(a “Newcrest New Issue”),
that following the allotment and issue of all Ordinary Shares pursuant to the Newcrest Further
Raising or the Newcrest Other Transaction (as the case may be, together the “Relevant
Transaction”), Newcrest International holds the same percentage of Ordinary Shares on issue as
it held immediately prior to the Newcrest Further Raising or the Newcrest Other Transaction
(as the case may be) (the “Newcrest Anti-Dilution Right”). If at the time of a Relevant
Transaction, Newcrest International holds more than 10 per cent. of the Ordinary Shares, then
the Company shall give Newcrest International the opportunity to subscribe for so many
Ordinary Shares that following the allotment and issue of all Ordinary Shares issued pursuant to
the Relevant Transaction, Newcrest International holds 10 per cent. of the Ordinary Shares then
issued and outstanding."
Fort, I think we needed 75% for the Specials, which we didn't get.
I thought the AGM resolutions recently passed (Dec 22) now circumnavigated any such issues. So yes... from prospectus point of view, it's correct but then post AGM we gained right to issue bucket loads of shares so bypassed the old BHP clause. It still exists but we have other means available to issue stock post AGM from what I understand.
SM, the thought crossed my mind.
Thanks addicknt. I wonder if Bob Sangha knew this was a risk before he did that interview with the AFR. Reckless IMO.
SM, yes, we are exposed until the 27th. If BHP want to play really dirty, now's the time.
Of course, if they did we'll carry on as before, but CGP don't have any cash and will be up the creek sans paddle.
I'm guessing we cleared this with BHP before the event, but such is the poor state of our relationship with them, we can't be sure.
Do any of the wiser heads have a view on my 15.17 post? DinnerMoney?
Does look like Blackrock have been doing some selling as must be sub 3% to miss out on that list.
Bodes well if they are indeed the reason for the depressed share price. When you have a seller of that weight who seem a bit care free with their exit strategy.... it can cause sp issues.
Worth noting that these positions do factor in the Chinese 6% equity raise, so guess Blackrock would have dropped by 0.2% anyway.
Post merger, BHP and NCM look set to fall just under 10% level.
"Following Admission, Jiangxi has also agreed to not, directly or indirectly, sell, offer, or agree to
sell, transfer, assign or otherwise dispose of any Placing Shares purchased hereunder to certain
major shareholders of the Company and their affiliates, provided that the foregoing restrictions
shall not apply to a disposal in an offer pursuant to an acceptance of a general takeover offer for
the ordinary share capital of the Company made in accordance with the Takeover Code or a
scheme of arrangement under the Act, provided that such takeover offer or scheme of
arrangement has been recommended by the Board or on the LSE or TSX in circumstances where
there has been no pre-arranged trade of the Placing Shares to any restricted person."
"if the Company wishes to allot and
issue any equity securities either for cash (a “Further Raising”) or pursuant to a transaction or
otherwise, including for non-cash consideration (an “Other Transaction”), and at that time
Jiangxi and/or any one or more of its affiliates, collectively, holds at least 4 per cent. of the
Ordinary Shares in the Company, then the Company must give Jiangxi the opportunity to
subscribe for:
* in the case of a Further Raising, such number of Ordinary Shares in the Further Raising;
and
* in the case of an Other Transaction, such number of Ordinary Shares,
that following the allotment and issue of all Ordinary Shares pursuant to the Further Raising or
the Other Transaction (as the case may be), Jiangxi holds the same percentage of Ordinary
Shares in issue as it held immediately prior to the Further Raising or the Other Transaction (as
the case may be) (the “Anti-Dilution Right”). If at the time of a Further Raising or the Other
Transaction, Jiangxi holds more than 10 per cent. of the Ordinary Shares, then the Company
shall give Jiangxi the opportunity to subscribe for so many Ordinary Shares that following the
allotment and issue of all Ordinary Shares issued pursuant to the Further Raising or the New
Issue, Jiangxi holds 10 per cent. of the Ordinary Shares then issued and outstanding.
The Anti-Dilution Right will not apply where the New Issue is solely to Newcrest International
and is limited to the number of Ordinary Shares which the Company is required to allow
Newcrest International to subscribe for under the anti-dilution rights and top-up rights set out in
clause 7 of the Newcrest Subscription Agreement (the “Newcrest Anti-Dilution Issue”). The
Anti-Dilution Rights will not apply where a Newcrest Anti-Dilution Issue is solely as a result of
a New Issue to BHP Billiton pursuant to the Anti-Dilution Right."
DBW ,well a bit late with that one apols there ,will try get next rns right lol!!:):)
I had forgotten that SOLG held a 5.5% stake in CGP...
"To record the estimated transaction costs of US$15,481 to be incurred in connection with the
Acquisition. These have been recorded as a reduction to cash amounting to US$11,943, a
reduction to other receivables and prepayments amounting to US$3,649 and trade and other
payables amounting to US$111 for the purposes of pro forma statement of financial position. Of
the total transaction costs US$7,542 is to be incurred by SolGold plc. US$7,939 is to be
incurred by Cornerstone..."
"Mr Cuzzobbo left the Company and the Board, effective 10 November 2022. Following the
termination of his employment, Mr. Cuzzubbo has commenced a claim against the Company in the
Australian employment tribunal alleging unlawful termination and breach of contract. As at the date of
this document, the Company expects to challenge his claims (including, among other things, the status
and exercisability of the options held by Mr. Cuzzubbo)."
"Osisko is entitled to receive certain minimum royalty payments of US$4 million per annum
beginning 1 January, 2030 and until 31 December, 2039. The proceeds of the Osisko Royalty
Agreement will be used by the Company for exploration activities related to, and general
advancement of the Cascabel Project and for general working capital and other corporate
purposes."
Wow!
"Pursuant to the Jiangxi Subscription Agreement, the Company has granted Jiangxi a right to
nominate an individual to be appointed as a director of the Company for so long Jiangxi holds
at least 155,000,000 Ordinary Shares of the Company"
I see DC is suing us for unfair dismissal.
Page 65, Darryl was terminated and is taking the company to tribunal for unlawful termination. Fun and games.
Now this is material!
In accordance with IFRS 3 and IFRS10, the value of the indirect acquisition of the non–controlling interest (ENSA) (CGP's 15%) is accounted for as an equity transaction.
As a result of this, the net cost to us of CGP is only $19.458 million (as opposed to the gross SOLG share issuance valued at $86.246m (based on 13.64p on 15 February).
"The proposed Acquisition will also result in the Group owning a 12.5 per cent. interest in the Bramaderos
JV with Sunstone Metals, which is carried to production. In addition, Cornerstone also has interests in Cana
Brava, Bella Maria and ENAMI-CESA SEA in Ecuador, and Miocene in Chile which will be owned by the
Group following completion of the Acquisition which are in very early stages of exploration and drilling is
yet to commence on a majority of these projects."
"Following completion of the proposed Acquisition, it is expected that ENSA will be a wholly owned
subsidiary of the Company"
All good for end of the month tidy up and I would expect them to comet punching strong with new presentation due for PDAC first week of March.
Lets see when and where they plan to start drilling (rio or chill or both) and lets got motoring please.
Nailed that one at 12.31pm
Predictable or what!