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Many thanks to all those AMC shareholders who have contacted me there are now 42 members in the group with a combined shareholding of 84,185,761 shares so 84.18% of the way to our first target of 100m.
Our group's combined total holding is 6.04% of the issued share capital of AMC.
To request a general meeting to vote on returning the remaining cash in the company to shareholders should we not like the RTO then the Memorandum & Articles of Association state we need 30% to do so.
If AMC would have been a UK company then we would we would have already hit the target of 5% to requisition a general meeting as we own 5.98%
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
Crazytowner thanks for your comments you have raised some important issues.
I think the tax treatment of the special dividend is an extremely important as it clearly demonstrates the caliber of our Board.
The first offer of $105m paid by installments was rightly rejected by shareholders so Robin Young went back to them and said that a one off payment was more attractive and at the General Meeting shareholders said they want a special dividend.
The revised offer of $35m was approved by shareholders and the Board approved the payment of a special dividend of 1.80 pence and in the RNS the stated they have been advised that there are no tax or withholding tax issues in respect of the disposal of the subsidiary company that owned the mining licence.
That tax advice relates only to AMC and not to shareholders and this is basic knowledge that any competent CEO should be aware of.
How do you know that the tax issue affects very few shareholders as the majority will hold there shares via an ISA?
I hold shares in both my trading account as well as my ISA account and it is highly likely that the majority of shareholders are in the same position as me.
Shareholders approved the deal as we did not have any alternative as it was the case that we accepted it and we at least got some cash back or else we rejected it and then the assets would be seized by the Russian Government.
The majority of shareholders will have made substantial losses as their average share price was substantially higher than the special dividend of 1.80p plus the remaining cash that my calculations showed was in the region of 0.35p .
If as I suspect HMRC will be of the view that the special dividend is subject to UK dividends tax as it is income in the hands of shareholders rather than a return of capital then shareholders who do not hold their shares via an ISA will have to pay dividends tax on their special dividend despite making substantial losses on their original investment.
The above really adds insult to injury!
The Board should have got shareholders to vote on whether we wanted a second special dividend or whether we want the Board to persue other opportunities as an RTO.
As it is the Board went ahead and went down the RTO route incurring substantial amounts of shareholders cash and then they will present that to shareholders and say you need to approve this as the share listing will be cancelled so it will be fait accompli.
If you want to see how a competent Board of Directors structured a return of capital then have a look at the Fuller, Smith & Turner PLC forum on LSE and you will see that they implemented a D share scheme arrangement which is treated as a return of capital even though they paid a special dividend.
No one at AMC has replied to the messages that I have sent them via their website messaging system and the NOMAD does not bother to respond to emails so good luck with that!
AGE
Thank you Geng and DestituteBroker for that information.
When I was trying to find out the contact details for Scirocco Energy shareholders I was very surprised to find out that you can obtain them by contacting the Company registrar and paying a fee.
I thought that would not be allowed because of the Data Protection Act.
It was not worth paying for a list of contact details as very high percentage of the total number of shares were held via nominee accounts.
I doubt that the nominee departments on the list of major shareholders that Geng kindly included in his post would be willing to contact AMC shareholders as it is extra work for them and they will not make any money from doing so and the City is in existence to make money for market makers/stock brokers/solicitors/accountants/PR firms!
Lets see what the next RNS says about the RTO with this novel cancer drug delivery company before we decide if we should vote for or against it.
If it was that good an opportunity then why has a big pharma company not bought the company why did they have to wait for the Board of AMC to come along and use shareholders cash?
I am sure there will be money made by all the advisors who are producing the documents and the Board of AMC will do well out of it and the owners of the company.
If the Board have still not provided tax guidance on the tax implications of the special dividend then I am not hopeful that the RTO will benefit AMC shareholders.
The Board approved the payment of the special dividend but did they seek guidance on the tax implications of doing so?
If they did then why are they not on the AMC website?
I will go through the RTO document with a fine tooth comb and then email all members with my thoughts and then we can individually decide if we want to vote in favour of the RTO or against.
You would have thought that the AMC Board would have had the courtesy of holding a general meeting and getting us to vote on whether we want the remaining cash returned as a second special dividend or whether they should persue an RTO opportunity!
AGE
AGE
There are now 41 members in the group with a combined shareholding of 83,357,278 shares so 83.36% of the way to our first target of 100m.
Our group's combined total holding is 5.98% of the issued share capital of AMC.
To request a general meeting to vote on returning the remaining cash in the company to shareholders should we not like the RTO then the Memorandum & Articles of Association state we need 30% to do so.
If AMC would have been a UK company then we would we would have already hit the target of 5% to requisition a general meeting as we own 5.98%
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
There are now 40 members in the group with a combined shareholding of 81,345,938 shares so 81.34% of the way to our first target of 100m.
Our group's combined total holding is 5.84% of the issued share capital of AMC!
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
If you look at the RNS dated 1 March 2023 you will see that a new NED was appointed and he is representing GP Jersey who requisitioned the General Meeting to vote on the MVL.
The NED is going to act in GP Jerseys best interest which is also in the best interests of all shareholders.
Assuming we receive all of the Ruvuma consideration then my calculations show that the expected cash return via an MVL is substantially higher than the current bid price.
If shareholders do not vote to approve the MVL then it is costing 400k pa for the AIM listing and we do not have any business generating turnover and profits to pay for the listing costs and Boards remuneration so the cash is gradually being spent with no benefit for shareholders.
The Board cannot issue any more shares as our shareholders group blocked them from doing so.
The Board sought shareholders permission for more time to do a potential RTO or find further investment opportunities but with such a poor record it is no wonder the shareholders voted 80.18% in favour of the MVL.
I am not going to buy any shares in any Company’s that include the Chairman or previous members of SCIR’s Board or advisors!
There is well known saying which is “Once bitten, twice shy!”
It is a wise decision to judge Boards on their past performance rather than believing the words they write in General Meeting requisition response documents!
AGE
Please email me via gneissifyoucangetit@gmail.com letting me know how many shares you have.
Regards
AGE
There are now 37 members in the group with a combined shareholding of 73,550,610 shares so 73.55% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
To provide some additional information I voted in favour because I believe I will receive a larger amount of money per share via a Members Voluntary Liquidation as SCIR will no longer have to pay £400k pa for an Aim Listing and we will receive payments from the Ruvuma proceeds.
If a MVL is not carried out then SCIR will continue to pay £400k pa for the AM listing and the Chairman will continue to engage yet more expensive consultants to identify other investment opportunities with no guarantee of success.
The modus operandi of AIM Boards is to be well paid and then employ highly paid consultants to identify opportunities that they are being well paid to identify themselves!
They take high risks with shareholders money as they know that they can issue yet more shares to pay for their salaries and other opportunities which dilutes the hell out of their loyal shareholders!
AGE
I voted in favour of all resolutions as the Board have clearly demonstrated that they do not have the ability to successfully run Scirocco Energy PLC.
They agreed a deal to sell Ruvuma at a loss of $7.813m and they then got approval from shareholders to reinvest the monies from the sale of Ruvuma into the Circular Economy by loaning £1.522m to EAG who then paid £700k for a company that had negative net assets of £25k and they then spent 100k on transactions costs and £80k due diligence so a total of £180k on acquisition costs.
SCIR provided the money to EAG yet SCIR only owned 50% of the shares in EAG who owned 100% of the shares in GGL who owned an anaerobic digestion plant that had been acquired under a finance lease.
They prepared a presentation dated 9 August 2023 in which they stated that the investment model was going to create substantial returns to shareholders via the sale of AD plants yet just 6 months later they stated that it was not such a good investment and that they wanted shareholders permission to sell it at a loss of between £725k to £875k depending upon whether the contingent consideration of £150k would be received or not.
They then sold EAG at a loss of between £725k to 875K
Prior to the above they spent £1.293m on the aborted Onedyas deal and they paid Gneiss Energy £2.132m in consultancy fees in just 4 years.
The Board have failed to create any value for shareholders and under the current Board and previous Boards they have managed to destroy shareholder wealth.
The Board stated it costs around £400k pa to maintain an AIM listing and that they were looking for other investment opportunities and that they needed more time to do so!
Shareholders have given them opportunities to create shareholder wealth but they have squandered the opportunities and they and the consultants and advisers have made substantial amounts of money while shareholders have lost a great deal of money.
In the period 2009 to 2022 they raised a gross amount of £37.414m from issuing shares as the Company is currently valued at just over £2m.
Do you need any more reasons why I voted in favour of returning the cash from Ruvuma so that Shareholders can use the cash to use how they wish rather than keeping the Company going to make even more losses and keep the Board remunerated for failure?
AGE
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AGN Why have you voted yes what is the reasoning behind your vote?
DestituteBroker if you want to see a clear demonstration of the combined power of shareholders then have a look at the LSE Scirocco Energy PLC (SCIR) forum where we got an 80.19% vote in favour of a resolution to return the remaining cash in the Company to shareholders via a Members Voluntary Liquidation (MVL).
The Chairman and Board advised shareholders to vote against the resolution and they were well and truly defeated.
You will recall in the David V Goliath battle that David killed Goliath by using his sling shot to throw a rock and hit Goliath in the forehead.
If you have enough determination then anything is possible!
I have my slingshot at the ready!
AGE
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Agneissearner, I admire your efforts. David & Goliath comes to mind.
I just voted in favour of all the resolutions?
It is a good idea for shareholders to vote as soon as you can in case you forget to vote and then you will miss the deadline to be able do so!
AGE
There are now 36 members in the group with a combined shareholding of 70,915,090 shares so 70.915% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
There was an interesting recent Upper Tribunal tax case with the judgement given on 22 March 2024 that provides evidence that is useful for AMC shareholders and it is called Alexander Beard V HMRC.
The case was originally held in the First Tier Tribunal and judgement was given in favour of HMRC so Alexander Beard's legal counsel sought permission for the case to go to the Upper Tribunal and permission was granted.
As I explained before rulings in a First Tier tribunal do not create a binding precedent for other cases however judgements in Upper Tribunal cases do create a binding precedent.
The case related to the payment of dividends to Alexander Beard and whether the dividends are income in his hands of or whether they are a return of capital.
The dividends were paid out of Glencore's share premium account and the Upper Tribunals Judgement was in favour of HMRC as they found that the dividends were income in the hands of Alexander Beard.
If you look at AMC's last interim accounts you will see that the total special dividend of $31.284m is included in the accumulated deficit column in the consolidated statement of changes in equity and none of it was included in the share premium account.
If some of it had been included in the share premium account then based upon the ruling in the Alexander Beard case that element of the special dividend that was included in the share premium account would be income in the hands of AMC shareholders.
It is my views that the ruling in Alexander Beard provides AMC shareholders with a binding precedent that we can rely on for treating our special dividend as a return of capital.
You can download both the First Tier Tribunal and Upper Tier Tribunal cases by using google and searching for Alexander Beard V HMRC.
I am surprised that the Board of AMC have still not provided shareholders with tax guidance re the tax treatment of the payment of the special dividend as they approved the payment.
AGE
If you were earning 305k USD pa working part time would you want to give up the gravy train?
AGE
There are now 35 members in the group with a combined shareholding of 70,853,579 shares so 70.853% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
There are now 34 members in the group with a combined shareholding of 69,338,579 shares so 69.338% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
There are now 31 members in the group with a combined shareholding of 65,535,950 shares so 65.535% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE
Email me via gneissifyoucangetit@gmail.com and let me know how many shares you own and I will add them to my spreadsheet.
AGE
There are now 29 members in the group with a combined shareholding of 62,101,727 shares so 62.101% of the way to our first target of 100m.
If you want to empower AMC shareholders then feel free to join our group as the more the merrier!
Even if you only have a small holding then you are welcome to join as it is not the size that counts but what you can do with it and that is to hold the AMC Board to account!
Shareholders are still waiting for the Board to load up tax guidance in respect of the Boards decision to pay a 1.80 pence special dividend!
AGE