Member Info for devonplay

https://www.fticonsulting-emea.com/~/media/Files/emea--files/creditors-portal/cip-emea-public/debenhams-plc/joint-administrators-six-month-progress-report-to-october-2019-6-november-2019.pdf

https://siriusminerals.com/downloads/agm-notice-2019/

SPECIAL RESOLUTIONS Dis-application of pre-emption rights 15 & 16

SXX's Articles of Association:
https://siriusminerals.com/site/assets/files/3798/sirius-minerals-articles-of-association.pdf

"As far as I am aware pre-emotion rights would preclude raising more than current market cap ie £235m which is way below what is neeeded.Please explain how more cash can be raised via new share issue without the express consent of existing shareholders"
Companies often give their Boards constent to issue new shares, usually at the AGM, if there's a restriction of those rights it will either be in the Articles or last AGM resolutions. Each can be amended via an EGM.
There are restriction in places on companies becausee of the Companies Act, but not on the amount of shares that can be issued it the powers are granted.
The relationship between the market cap and amount of shares to be issues isn't an issue as long as the Board has the relevant powers.... and there's an appetite for them.

"Only option left is likely to be cash for equity"
Convertable is another option, but they've already been down that path. A convertable gives the debt holders control of the asset and then ditultes the existing holders if the business scrapes through.
If there's a future you'd want first call on the asset, something shareholders don't have, then take advantage if there is future equity value creation. That would of course highly dilute existing holders.
A debt issue isn't going to that attractive as it doesn't offer any income and the profile of it would be awful.
It's a money pit in every sense of the word.
As the business runs out of cash in just over 5 months, why wouldn't a trade buyer just tough it out and buy when the asset is competely distressed. Unless the cash/debt come from exiting shareholder, I just can't see it myself.
It's quite a conundrum.

"official statement from Sirius is released 7am tomorrow."
Given their runway " The Group will need to secure additional external financing in order to allow it to continue operations after 31 March 2020." I wouldn't be surprise if they don't. Securing funding is what they should be focused on, so RNS over this concern might come along way down the "To Do" list.

"how do you buy the debt"
Broker, it's easier if the stock is listed on ORB, the LSE's retail bond platform https://www.lseg.com/markets-products-and-services/our-markets/london-stock-exchange/fixed-income-markets/retail-bonds
Otherwise you have to work in large figures. c100K
I also use WiseAlpha, but their's platform risk. They are a start-up offering "notes" in Corporate Bonds.
Here's a few example of ORB listed debt:
https://www.londonstockexchange.com/exchange/prices-and-markets/retail-bonds/company-summary/XS1088905093IEGBPUKCP.html?lang=en
https://www.londonstockexchange.com/exchange/prices-and-markets/retail-bonds/company-summary/XS1791022186GBGBPUKCP.html?lang=en
https://www.londonstockexchange.com/exchange/prices-and-markets/debt-securities/company-summary/GB00BYY8MM32GBGBPSTBS.html?ds=1&lang=en
"What sort of yield are you getting"
9%, 14% YTM so you can see I'm buying corporate and junk.
https://www.wisealpha.com/

"I wouldn't mind his/her's take on this ........... :)"
"might have wasted his morning, but I read and learnt a lot...........!"
I have no interest either long or short in SXX, so I was only interested in discussing Rule 5 in case it had changed (it did slightly in 2014).
I've been watching SXX for years, but it doesn't fit my investment criteria. If it works out in a few years and they raise secure debt, when the business is making a profit, then I might participate. I like assest backed investments. Until then it's too specualtive for me. Even for a 2% portfolio position.
I do buy speculative positions in comapnies that are distressed, but usally only their debt. That way shareholders are first in line first for a grubbing. I hopefully get to stay in the game for longer. Hence I fold debt in Metro, Burford, Intu, Debenhams, Yell and 40+ other companies.
As far as equity goes I prefer ETF's, VCT's and IT's.
Good luck with your invesments, might join you in 5 years or so.

"Private companies shares are tradeable (in most circumstances) on an exchange."

Aren't tradeable.

"The project could incrementally de risk over 10 years whilst private"
Then there's a good chance if you are in minority shareholder in a private company there's going to be limited chances to realise your investment. Private companies shares are tradeable (in most circumstances) on an exchange.
So you are limited most often by the Articles of Association how you dispose your holdings.
Hence, it's a bit like being in limbo. Your potential gains aren't easily realizable.

"so 10 years is nothing."
So we are set on the possibiliy this might be in limbo for 10 years then if it's simply de-listed.

"around 10 years time"
Then most people would be better off buying in 9 years time. If the mine ever gets built. Until then it's a pipe dream in every sense of the word.
10 years in a private business where you might be locked in...and not able to realise your investment.
That's OK for some, but not many can tie theor capital up for that long.

Is all the debt covered by:
XS1991116127
XS1991118255

"De- listing does not mean that your shares are worth 3.3 pence each - it means that you will own a share of the actual value of the project as a whole, which is a great deal more than its current Market Cap."

Mind sharing your calculation for that, why you belive the value is greater than the price the market puts on it?

"What happens if debt is called and the company cannot pay it back?"

That depends on the nature of the debt. If it's Senior Secured they have first call on the assets, they can swap their debt for equity or force the company into administation and then take control of the assets wiping the existing shareholders out by dissolving the company ala Debenhams.
Every one is diffent. Maybe they just get wiped out with the shareholders if the company can pay them back. It's a commercial decision of the debt holders. It also depends on the terms the debt was taken on with.

"its bordering on criminal. At the very least immoral."

You've provided risk capital to a speculative investment. If does fail, failure is neither criminal or immoral, it's just part of investing in highly speculative companies. Unless you know of some criminal activity?

"Hey Devon, are you CF? "

LOL, who'd want to be him...he's going to have a very stressful 6 months. I think.

Done all that, now I like the quiet lane. :)

I've been watching SXX for years. I'd be interested in it's debt in a few years time when all the risk capital has gone in.

"I buy what you’re saying, but since everything we are discussing is speculation, I think he is softening people up for a less than favourable outcome"

It depends what you consider "less favourable". I happen to invest in listed/unlisted equity and debt. I don't consider unlisted equity/debt as unfavourable. But it does limit your protection, but you still have LOTS of it, and of course realising your investment is limted to an offer, IPO or private arrangement.

As you say, all speculation, but if he's suggetsing "going private" and there's an offer on the table somewhere, he'd have siad that.

I think it's deisre for less public speculation, private companies, and some investores, don't have to deal with that every minute of the day.

"Does anyone have a comprehensive knowledge or understanding of all the laws / regulations governing the process of going private and its impact on shareholders of the company? What does it involve step by step? What are our rights? Can it be rejected / approved? Do we collectively have any power to stop it? Or can we be given just about anything / forced to accept it? Please share if know anything."

If you look at the link I posted below (in chat) you'll find the FCA handbook. You still have rights as a shareholder in a private company that are enshrined in the Companies Act, the companies Articles of Association and English Law.

"When Musk suggested taking Tesla private the stock reacted positively."

Wasn't the difference that he said hes was going to take it private, make a bid for it. That's not the implcation of what the CEO is saying. He's talking about taking out of capital markets.