Member Info for Chatmandu

Oops, I forgot to carry the 1.

It would be 10k shares per person based upon 100 people. But I still think that's very unlikely.

JLP average volume = 4.03m

251 trading days in a year.

Total shares traded in a year = 1,012 million

If there are 100 active people on this board, then each person would need to trade at least 1 million shares per year to match 0.1% of the total shares traded.

I seriously doubt there are 100 active people on this board and the average number of shares traded is definitely below 1 million per person.

I traded zero last year and I expect that is the same for a lot of holders.

Clueless morons that think they're clever. Me me fu

@seisnav

You called me a bullsh#ter and a fantasist when I pointed out the potential implications of the reciprocal break fees.

Do you have anything to say about the information I've linked to below? Both sources clearly state that management changing their minds would incur penalty fees.

Even Gotreal has now accepted that the terms are binding upon the OFFEROR (his caps, not mine).

@gotreal - if you're still desperately trying to work out who the OFFEROR is in this scenario, you might want to look up 'bid/offer spread' with regards to the buyer and vendor.

@Frogkid

I think you might need to read the thread.

Nobody is claiming that the PGM business can be sold without shareholder approval.

The discussion was started when @Happydays questioned why JLP haven't rejected the deal due to current PGM prices.

I pointed out that JLP have entered into a binding offer with reciprocal break fees. We don't know how large those are. If the break fees are large we might now be locked into this deal subject to shareholder agreement.

That's it. That's all that's been said.

That's just a word salad.

Please provide a link to evidence your assertion that the board can't enter into a binding offer with penalty clauses.

Also, who would be the 'offerer' in the sale of the PGM business?

I think you're suffering from main character syndrome if you think this miniscule community on a niche website is capable of moving the shareprice.

I doubt that people here are responsible for even 0.1% of the shares traded weekly.

@gotreal

Apart from what you think to be true, do you have any evidence to support that assertion?

Management are free to enter into contracts. This binding offer is a contract.

Can you explain why AT&T had to pay $3 billion in penalty fees, if their board weren't free to enter into a binding contract?

Exactly. That was the point I was making to @Happydays.

We don't know the size of the penalties or the contract clauses.

It would be pretty standard (as far as I'm aware) for a penalty fee to be payable if JLP changes its mind and arbitrary walks away from the deal. I'd also expect the deal to have penalty fees that prevent either the buyer lowballing or the seller jacking up the price at a later date.

I think we're now likely to be locked into the deal, subject to the shareholder vote. I would expect (although I've no in depth knowledge) that the contract would require the JLP board to recommend the deal to shareholders, so as to prevent the seller playing silly bug#ers.

They are covered here:

https://www.investopedia.com/terms/b/breakfee.asp

In their example, there is a break fee if the shareholders vote against the sale.

______________

Deal Break Fee Example

Rockwell Collins Inc. filed a Form 425 in anticipation of being acquired by United Technologies Corporation (UTC) in September of 2017.4 UTC then filed a Form S-4 in December 11, 2017, to describe in detail the proposed takeover of the company by United Technologies Corporation (UTC). The break fee clause in the filing stipulates that Rockwell Collins will pay to UTC $695 million if one of the following events occur:

- UTC terminates the merger agreement pursuant to the breach termination right on the basis of a breach of a covenant or agreement contained in the merger agreement.

- Either party terminates the agreement pursuant to the end date termination right or failure of Rockwell Collins to obtain shareholder approval.

- Rockwell Collins completes an [alternative] acquisition proposal or enters into a definitive agreement with respect to a[n alternative] proposal.5

_________

There are further examples here:

https://corporatefinanceinstitute.com/resources/valuation/breakup-fee/

Events that Trigger a Breakup Fee

Some of the events that may trigger the breakup fee provision include the following:

- Company’s board of directors changes their mind.

- Shareholders fail to approve the deal.

- The seller chooses a competing bidder.

- Seller opts to open the deal to the public rather than just negotiating with the buyer named in the preliminary agreement.

- A previously undisclosed defect is discovered in the target company.

________________

So, with regards to @Happydays question in the PGM thread as to why JLP haven't rejected the offer, that would fall under 'Company’s board of directors changes their mind.' and a fee would need to be paid.

We don't know the size of the fee or the details of the binding offer, but the entire point of the binding offer is to prevent one party meeting the other party around.

These fees can be substantial:

AT&T’s failed purchase of T-Mobile USA

In 2011, the planned merger between AT&T and T-Mobile USA was opposed by the US Department of Justice and the US telecommunications regulator. Since the two parties initially agreed to a breakup fee provision, Deutsche Telkom received a breakup fee from AT&T.

The fee included $3 billion in cash payments, $1 billion to $3 billion in wireless spectrum, and a long-term agreement to allow UMTS roaming within the US for T-Mobile USA.

@Axial - thanks.

@The usual rude gang of Leon's cheerleaders

https://chatgpt.com/s/t_68720cb5715c8191b4080cf52609775c

Yes, the board can still cancel or renegotiate the deal, prior to signing Definitive Agreements and the shareholder vote. The inclusion of:

Conditions precedent

The need for definitive agreements

Reciprocal break fees

all imply that this is not yet an unconditional binding agreement.

Renegotiation is possible if:

New material information arises

Shareholder feedback is negative

A superior offer emerges (the board has fiduciary duties to act in the best interests of shareholders)

However, cancelling or changing the deal may trigger a break fee, depending on the terms (not fully disclosed here).

_____

As I said, we don't know the penalties and we don't know the clauses.

If the penalties are large, then we could be locked into the deal subject to shareholder approval.

Does anybody, at this stage, have enough faith in Leon or the Board to blindly hope that the penalties are trivial and a better deal can be negotiated before the vote?

Knock yourself out.

How is pointing out that we might not be free to renegotiate the deal a fantasy, when it clearly states in the RNS that it is a binding offer that includes 'includes a reciprocal break fee to both parties'.

'Everything is great and Leon is wonderful. Trust me bro.'

Seisnav 2025

Maybe read the RNS and think about what it actually means.

What are you talking about. It is binding. It says so in the RNS.

We don't know the size of the penalties. We don't know the clauses.

___________________________________________________________

Binding Offer

The proposed transaction will be conditional on, inter alia, shareholder approval, regulatory approval, satisfying any change of control requirements and entering into Definitive Agreements. The total consideration of up to US$90 million is payable through a combination of cash upfront and deferred cash payments over an approximate 3 year period.

The Binding Offer includes a reciprocal break fee to both parties subject to the conclusion of certain pre-conditions.

Sorry for the typos, I was called away to change a nappy.

@acturyboi

That's probably be correct, but @Happydays asked why we've not rejected the offer.

I fear we've accepted a binding offer and it's now impossible to renegotiate. They're might be contract clauses regarding the board having to support and recommend the deal to shareholders.

@Happydays

The RNS states that it's a binding offer with penalty clauses for withdrawal.

How big are the penalties?

Can we even back out of the deal?

@nevertogiveup

"Institutional Investors should think very carefully how they approach that. Time is now to stop this proposed buy .... it is not too late. If there is some fee to pay for mistakes made ... so be it."

The 'binding offer' includes a break fee. Has Leon signed us to up to a sh#t deal that it's now impossible to back out of?

___________

From the RNS:

Binding Offer

The proposed transaction will be conditional on, inter alia, shareholder approval, regulatory approval, satisfying any change of control requirements and entering into Definitive Agreements. The total consideration of up to US$90 million is payable through a combination of cash upfront and deferred cash payments over an approximate 3 year period.

*** The Binding Offer includes a reciprocal break fee to both parties *** subject to the conclusion of certain pre-conditions. Further details of the proposed transaction will be provided in due course. Absa Corporate and Investment Bank, a division of Absa Bank Limited, was appointed as financial advisor to the proposed transaction.

@actuaryboi

You don't fancy popping up to Zambia to check out the situation at these sites, do you? I've been thinking for a while that we really need somebody to visit to check for signs of activity.

@tellysong

I bought £10k @ 19.6p.

I'm down 84% (£8,400 loss).

I feel your pain and you have my sympathies. That's a large chunk of money that Leon has obliterated.

I asked ChatGPT to make my views compliant...

"The recent change in broker, coinciding with the proposed sale of Jubilee's PGM business, does raise some legitimate questions. Given that PGM prices have increased and many investors feel the asset may be undervalued, it's natural to want more transparency around the deal — especially since the buyer hasn’t yet been disclosed.

While there’s no suggestion of wrongdoing, the lack of detail may create uncertainty for shareholders. One can't help but wonder if there were differences in approach between the company and the outgoing broker. I hope the forthcoming circular will provide clearer information to help investors understand the full rationale behind the transaction.

If the new broker has been brought in due to a closer alignment with the board’s strategy, it raises questions about whether we’ll see a truly independent valuation. I hope the new broker will act in the best interests of all shareholders and provide objective guidance."