RE: Our Final Stand25 Sep 2021 13:11
I think there is a bit of misunderstanding on this and other boards and some of it is confusing. It would useful if all agree the position re the takeover offer and consequences. The simplest way I can explain it is as follows.
1. Ganfeng have made a takeover offer in the form of a contractual offer for shares.
2. The offer is conditional on Ganfeng getting acceptances from more than 50% of shareholders (i.e. in terms of numbers of shares).
3. Once Ganfeng have more than 50% of shares, they have control of the company.
4. There is no vote for or against the takeover. Shareholders simply choose to accept the offer, or do nothing.
5. If a shareholder does nothing, then they retain their shares, unless Ganfeng acquire 90% of the shares, in which case they can “Squeze-out” the remaining shareholders. This means they can force the remaining <10% to sell their shares to Ganfeng.
6. Shareholder is a complex thing in UK law. If you hold your “shares’ via a platform, the shares will actually in UK law be owned by the nominee company of the platform and not by you. You will have rights over these shares as laid down in the terms and conditions of the contract you agreed to when you signed up with the platform.
7. The terms and conditions of the various platforms differ. I cannot generalise what each platform will do nor what its terms and conditions will say.
8. Interactive investor, for example which is the platform I know best, will follow clients requests, so if you tell them to not accept the Gangfeng offer they will not, in respect of your shares. If no instruction is given, they will take such action as they in their “reasonable discretion determine”, but it is unclear what action they will take. I will write to them, lay out the facts and ask them.
9. Hargreaves Lansdown have told us that “We do not write to clients until we have the full details of the corporate action including dates. Up until point the issue is effectively rumour. Once clear announcements have been made to the stock exchange, we write to holders with the details of any corporate action and then facilitate voting for those who wish to do so. It is for self-select investors to do their own research and decide the best course of action for their circumstances and proceed accordingly. As their broker we will act on their instructions, should they decide to take action.” If this is the case then all those who notify Hargreaves will have their instructions followed. If they give no instruction then Hargreaves will do nothing, and the clients will retain their Bacanora shares. I have written to them to confirm that this is the case.
10. If Ganfeng acquire >75% of the shares, they can apply to the AIM to delist the shares. If Ganfeng do this, it will mean that Ganfeng will have a rump of shareholders who cannot sell their shares, unless special arrangements are made. There can be no guarantee that “nice” arrangement will be made. Ganfeng may wish to ...1 of 2.
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