Questor - full text21 Dec 2023 12:31
Dear Questor
I’m contacting you about a share I hold, Shanta Gold (AIM-SHG) and thought you might be interested in some developments that happened today.
In short the company has, without warning, accepted a buyout proposal from a company called ETG. So what you might say, but I think there may be enough peculiarities in the case to pique your attention. They include:
· A premium to the undisturbed share price of 6.5%. This compares to a low of 25% and a high of 80% of the premiums achieve in the main market.
· The reason given for the sudden proposal is a lack of liquidity preventing major shareholders such as Mr Ketan Patel making the statement exiting without “causing a detrimental impact on the share price”. Strange then that he wants to do the opposite
· Complete lack of price discovery. No mention of any market testing conducted by the Board. The company received bids last year but rejected them. No disclosure of the offer price has been made.
· Why has the offer been rushed out without warning just before Xmas. In presentations given by the CEO to shareholders in the last few months he has been adamant that the company was not for sale. What has changed? He has previously announced his resignation but has not actually resigned.
· The Board appears to be completely missing in action. The CEO Eric Zurrin who used to front up all the presentations and shareholder communications is entirely missing in the offer document. Apart from a short message of support, the entire document is fronted by Ketan Patel who, before today, was neither seen nor heard.
· No financial projections have been included in the offer document. However, it is clear that the offer is not overly generous. Using the latest 6 months accounts to June 2023 It is being sold below book value and at 5.6 annualised EPS. However, since then the companies second mine has become fully operational and has even lower AISICs and thus more profitable than the existing mine. Using the latest quarterly release by the company to September 2023 (and which partly reflects the new mine coming on to full production) the offer amounts to less than twice the adjusted EBITDA on an annualised basis.
· The share price until recently has been artificially low as the previous largest holder (Odey AM at 12%) has been a forced seller.
· As mentioned above the entire offer document appears to be written by the Bidco and not SHG’s Board and as such consistently downplays the company’s prospects. Interestingly too, today’s coverage describes the company as struggling. Really? EBITDA more than doubled in the last quarter and cash in the bank. Struggling? I think not!
· And finally ETG Group has not been free of scandal. It recently has been embroiled in Fertilizer imbroglio in Zambia.
So, in short plenty to get your teeth into although I do appreciate it’s Christma