Member Info for devonplay

"Delisting does not mean that the company cannot realist once the mine is built - "

Very true, long term investments aren't an issue. If got lots of private unlisted investments, happy to wait anything upto a decade for those to come true. Nothign wrong with private companies. Most of the economy are private businesses.

"SXX is NOT a private equity buyout contender."

They like to load companies with debt, not stuff their own cash in. We know what the debt markets think of very speculative invetsments that don't/can't pay interest don't we.....

"But whatever option it will be done at 3.5p plus a premium, not multiples of 3.5p."
Or they just de-list and take the company out of the public domain while they look at the future.
Its doen't guarantee an offer of any description.
That's just pure speculation. No one knows, but you can't guarantee any offer.

"Not quite in the situation forcing it to delist unless there is a takeover and the offer would have to be high enough to get approval from 75% shareholders"

But there's not been an "takeover" and you agreed earlie that a Board does have the rights to take a company private if it believes the future of the comapny would be better served in that situation over the long term (or if it's finances are precarious). They them just need to give you 20 days notice.

It's not a case of "forcing to delist", but serving the best interests of the company.

"I agree Tex. Wouldn't be surprised if Devon is shorting this."

LOL or just bothered to read the FCA handbook?

"Devon, your posts are misleading.
Companies can be taken private by PE buyout. What happens to your shares in that scenario? They get purchased!"

Then I suggest you read the FCA handbook.
"Companies can be taken private by PE buyout" true, but they can also just de-list.

" There is no way he would want 85k of us on the private register."

You would still be shareholders, may be dissenting shareholder, on dissenter register, but that doesn't imply a company would buy you out. Lots of companies have dissenting shareholders, and dissenter registers.

"A bid "

What bid? has any one see an offer document?

"There are many ways to go private (Private equity buy in, management buyout, management buy in etc) all of them must be voted on."

And just removing the shares from an exchange.....you've forgoten that one.

We've already seen from looking at the rules that you don't always require a vote.

"Shorts will get the full 100%"

If they've already sold the shares then it becomes impossible for them to return them. so for all practical reason they've the made a total profit. Spread betters are in a less comfprtable postion as they migth have to wait to be paid out.

"in which case the offer would need to be a lot more than the current SP"

They don't need to make an offer to buy your shares. you shareholding would still exist. But they wouldn't be listed on an exchange, so trading tem would be by private arrangement.

Unfortunatley, that's a decision that the Board makes, not the shareholders.
If they (the Biard) believe the rule applies, the financial position is "precarious" and the business would be better served for it future existence by being private they can give you 20 days notice then move to taking the compnay private.
It would require legal action to prevant that if there's no controlling shareholder or the FCA stepping in.

"no way this will go for 3.5p"

If it goes private there's no offer, unless some one has made a bid. It can simple just remove it's shares from an exchange.
That doesn't require an offer if Board belives rules 5 applies.
Simple your shareholing still exist, but your shares aren't on an exchange so you cam only sell them by private agreement.

Devon - RULE 5.2.7 is last resort scenario

So you now agree they don't require 75%. That's good.

"You are aware that if the BoD want to take us private, they must make shareholders an offer right? It might not be a very nice offer but they will have to."

They don't have to make you an "offer" to take a company private. You remain a shareholder. Just the shares aren't traded on an exchange.

"devon - useful document and it does say 75% shareholder approval is required"

Unless RULE 5.2.7 applies.

5.2.7 is the one that gives them power that don't require a vote:

5.2.7R5.2.7AR5.2.8R5.2.9R5.2.10n Release 43l Oct 2019www.handbook.fca.org.ukLR 5/6n LR 5.2.5 R (2) and (2A) will not apply where an issuer of securities notifies aRIS:
(1) that the financial position of the issuer or its group is so precariousthat, but for the proposal referred to in n LR 5.2.7 R (2), there is noreasonable prospect that the issuer will avoid going into formalinsolvency proceedings;(2) that there is a proposal for a transaction, arrangement or other formof reconstruction of the issuer or its group which is necessary toensure the survival of the issuer or its group and the continued listingwould jeopardise the successful completion of the proposal;
(3) explaining;(a) why the cancellation is in the best interests of those to whom theissuer or its directors have responsibilities (including the bodies ofsecurities holders and creditors, taken as a whole); and(b) why the approval of shareholders or, in the case of certificatesrepresenting shares, holders of certificates will not be soughtprior to the cancellation of listing; and
(4) giving at least 20 business days notice of the intended cancellation

Do any of those sound like SXX....

https://www.handbook.fca.org.uk/handbook/LR/5.pdf

Haven't read this in sometime, but it should say here what the requirementts are.

I'm pretty sure there's a 30% rules. If there's shareholder controlling more than 30% then the rules apply. At that point the Amended Rule 5 applies, if there's not then you dont need a 75% majority.

"Company would need shareholder approval by 75% to delist. No need to get worked up based on a newspaper article."
I know the requirements changed in 2014, but I thought this only applied in the case that a controlling shareholder requests the de-listing. It's a way to protect minority shareholders. If it's at the desire of the Board, and there's not controlling shareholder, then this requirement doesn't apply.