Ryan Mee, CEO of Fulcrum Metals, reviews FY23 and progress on the Gold Tailings Hub in Canada. Watch the video here.
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gkb47: DTR 5 covers both vote holders and issuers. BOTH. An exemption from DTR 5 obligations is *not* just about issuers.
Ie if Vast was incorporated in Switzerland and was issuing 5% of its shares on a dual listing in the UK to an entity, it would not have to notify the UK market because it would be notifying the market in Switzerland, where it is incorporated and where its main listing is
Yes Sandy. At 30% Takeover Rules apply
The purpose of the 5% rule is to give the market advance notice that a stake is being built up ,which may or may not lead to a bid
I assume the exemption is because if Vast were incorporated in Switzerland etc, it would not have to notify the market in the UK, because it would be notifying the market in Switzerland under equivalent rules
gkb47: I have cited and quoted 5.1.1 and you know full well the countries named in the exemption. You're welcome to disbelieve evidence but I'd rather not be told that I'm making it up as I have been clear in my referencing.
gemstar: I think you'll find that my quotation of 5.1.1 and my reading of the exemption are accurate - but if you disagree, I'd be happy to hear why on the substance.
As to a takeover bid, 29% of course wouldn't do it but the bid itself would be covered by takeover regulations. No?
Is what is being said means that if a party wishes to make a bid for Vast, all he has to do is incorporate the bidder in Switzerland etc, and then go up to 29% without having to disclose anything?
I think not my Lord
gkb47: "the problem is your third paragraph below where you take the rules applying to an Issuer and extrapolate them to the Holder, incorrectly in my view."
This, in my view, is where you're misconstruing. As you previously acknowledged, DTR 5 places an onus on shareholders, so one might expect an exemption to be focused in that direction. More explicitly, however, as I extracted, the "issuer" in DTR 5 is expressly defined at 5.1.1 as a UK-based company: "(1) references to an "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom".
Therefore, the exemption from DTR 5, applying to companies from USA, Israel, Japan, Switzerland, cannot apply to them in a capacity as issuers because DTR 5.1.1 flatly contradicts that.
Enjoy the Ashes. We have at least succeeded in identifying a key point of difference.
“AP is running out of time” is good for me too... :)
Good for you!
Castaway - will take it up with NOMAD for sure.. AP is running out of time :)
Fantasy - we have a nomad - they scrutinise every RNS and everything else - if you have a problem with that take it to them - I think you will find it's all legit
Gkb47 - most of the people talk about TR-1, but in actual fact “it is all about lack of trust in AP and VAST BoD”. IMO
Nobody is trusting anything these guys are saying.. and hence the question on TR-1..
GL
DTR 5.1.1
(1) references to an "issuer", in relation to shares admitted to trading on a regulated market, are to an issuer whose Home State is the United Kingdom;
DTR 5.1.2
A person [legalese that includes companies] must notify the issuer of the percentage of its voting rights he holds as shareholder or holds or is deemed to hold through his direct or indirect holding of financial instruments...
i.e. a company based in Switzerland, Israel, USA, Japan that trades in a UK market (and thus falls within an exemption from DTR 5 obligations) and also holds shares in a UK-based and UK-listed company, is exempt *in its capacity as shareholder in the UK company* from notifying that UK company of crossing a threshold.
I agree that there is much we don't know. My point is simply that there are well-established circumstances in which a TR-1 is not required. So while anyone is welcome to assume that Vast's Twitter feed is wrong and to assume the II has flipped their shares, these assumptions are arbitrary and unnecessary.
My own hunch is that the shares have not been flipped but were issued as part of a larger, more long-term arrangement. I have no problem thinking of reasons why the II might wish to remain anonymous, at least for now.
But DYOR etc.
Gkb47 - good challenge by the way! :)
gkb47: "This bit is non-sequitor though and would apply only to their own shares (as they would then be the Issuer)".
I think this is where we mainly disagree. It would not apply to their own shares. On the contrary, it would apply to them in their capacity as shareholders in another company. That is to say, notwithstanding that they are (foreign) issuers trading in the UK markets, the exemption gives than an exemption from making notifications in their capacity as shareholders in UK-based companies.
Re concert parties, it's in a sense self-evident and the regulators don't need to specify that the holding of unrelated parties don't need to be aggregated and notified, as it would be nonsensical to do so. The question rather, I think, is how they define related parties. I would need to recheck but the principle is self-evident.
Gkb47 - your challenge is correct. Vast needs to clarify it for shareholders, if they care. We know the answer, how much vast cares about the shareholders. :)
More smoke and mirrors....
GL
Castaway - vast cannot release news, but AP mates knows the inside line? Is that correct?? :)
Fingers - the major share register shows shares held by entities that have to disclose their holdings - if no TR1 is required to be disclosed by the II who took part in the last placing it will not be shown on the register. SVS probably hold 15% of issued shs IMO the new II holds 6% so many shs are untradeable (or unlikely to be is 21%) and that is a bonus IMO . I can understand why many PI's are upset as they are down on their investment. However AIM co's have nomads and their job is to ensure factual and price sensitive info is released to the market. There is no problem with news right now - it just cannot be released due to the sensitive nature of VAST's projects - which involve governments at the highest level.
Personally if an II chooses to issue a TR1 or not is irrelevant - we know an II bought as it was RNS'd .
Send your emails to our nomad, the company or the FCA if you feel there is a problem .
gkb47: "never mind the phone a friend stuff". Lol. I hardly think you're in any position to pontificate about insults having elected to start with some rudeness yourself.
If you have actually read DTR 5 (and not only the exemption text you quote) then you will be aware that DTR 5 imposes requirements on shareholders to provide notification to issuers. Therefore, if (under exemption terms) a foreign-incorporated company from a named country trades on a UK market, its exemptions will include exemption from the notifications required of shareholders.
Secondly, you did not take up the point about concert parties in my original post. If the investment is split in a way that the regulators deem to be sufficiently distinct, then in regulatory terms no threshold is necessarily crossed anyway.
Also, even if the Investor does not raise a TR1 themself - at some point the Major Share register will need to be updated I assume - http://www.vastplc.com/investor-information/shareholder-information/
Just noted that SVS had around 7% of VAST - wonder what will happen to those shares in the future
Not that it will help us money wise if incorrect - but if it does turn out that the Investor has flipped the shares then we should take this up with Vast and Andrew Hall who issued the following statement and re-tweeted it.
https://twitter.com/vast_resources/status/1159452908003483648
gkb47: try actually understanding what you're writing about before trying to sound clever.
Not your first display of ignorance on this BB.
The rules re. TR1's are available here https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
2pence: whatever I say about my research will be smeared by trolls, so I just won't bother. But I checked with 2 sources, the second to verify what the first had conveyed.
Thanks Sandy
Who did you seek clarification from.