Member Info for Fozdog

Ok best of luck, I can’t stand another minute with this bod and m&g have literally thrown us to the wolves which I’m so disappointed in.
The only thing I’d fight for now would be Gf also giving up their 10% znwd.
For 3 years has been nothing but bad performance from this share, bod and like many here I got too emotionally invested.
Now I’m using sense to say you beat us so all the best. Couldn’t care less if I’m out they get 55% acceptance and then come back 6 months 100% higher.
I’ll wait still to last minute to see if any pressure can be applied to m&g or someone can come up with something but bar that time to move on with my life!!!

Yes tomcat but my view is you accept and move on than worry about changing back. Are you accepting? I am.

R, no.

If you choose no to deal the only way you lose your shares is if they get 90% then you are mandatorily done, everyone is. That one avenue.

If they get 75%-89.99% acceptance and you say no they will delist the company. You will then be stuck in a private company. Nightmare imo.
You cannot sell your shares on an exchange. You can only ask Gf to buy your stock from you or sell it to another private party. It’s illiquid you will be stuck and if you ever need the money Gf can pay you what they like.

IF it’s 50.1%-75% acceptance rate the shares will remain listed on aim. Can Gf after a certain period choose to delist? They are also the majority shareholder above 50.1% so it’s much easier for them to implement policies. Gf members will now be on the bod.
They will be calling shots what’s best for Gf not you.

Unless somehow this can be changed back to a scheme of arrangement which it cant or you believe someone is going to step in and buy 25% which they won’t or you think they won’t get 50.1%….you don’t have much choice.

Yes tomcat agreed sorry just used word vote mean it’s a yes or no scenario, take the offer or don’t. Nothing else.

R, what do you mean if it fails?
At 50.1% they become the majority holder. The deal goes through on that level. If you vote no and they get 50.1-89.9% you keep your shares.

At 90% you are done regardless your vote.

50.1-75% you own stock in a company currently listed on aim. It’ll remain listed on aim.
Gf prob worst scenario for them than getting sub 50.1% is lower end of 50.1-75%.

Above 75%-89.99% by saying no you will own bcn stock but they will delist. That means you own stock in a private company, there are no publishing requirements, updates needed to be given, they can do what they like. The only possible place you can sell them is to Gf or to another of the remaining 25% holders.
I personally think this is a nightmare scenario to be in.

They are currently 28.8% owners, the bod pledged their 0.92% and m&g 13.7%. I’m 90% sure you will get Henderson and robecco to take above 50.1%. So the deal is going through imo. It’s how your left at end of it voting no.

I’m not betting on 50-75% I think it ends above 75% therefore I’m voting yes. Could you ride this out for ten years and do really well? Yes 100%. Could you even have Gf come back in and try pay you more next year? Or 2023? Yes 100%.
But how much more you think going to get? I decided that even if they offered me double as ended at 55% for eg I can invest better elsewhere.

Right now I’d rather own znwd.

And yes maybe I’m wrong that they don’t get 50.1% but I’m 99% sure they will and backing that view.

With you there jam appreciate all your comments over the years!
This bit worries me;
“ , it will use all reasonable endeavours (or reasonable endeavours in relation to obtaining any required Red Kite consent) to procure that the Reduction is completed prior to 30 November 2021 and that the Zinnwald Distribution is made by Bacanora prior to 31 December 2021, and has agreed that subject to meeting those dates Bacanora Shareholders on the Record Date will retain the right to the Zinnwald Distribution despite the transfer of their Bacanora Shares to Ganfeng”

Shouldn’t have a time stamp or “reasonable endeavour” quite simply should be a commitment.

I also hate the fact they retain their shares maybe Dee can try push them to release those also?

R, not multiple choices just one is my understanding.
We have one choice accept or don’t.
I will be accepting at the last possible moment to see if anything happens in between to change that.
I think they get 75% personally and I’m not being left with a rump in delisted Chinese company.
Tomcats posts are the ones to read, has it bang on from what I also understand.
46% needed, basically 14.7% there from m and g and bod so circa 30% more. I can’t see any of our larger holders remaining.
Henderson and Rebecco will fold and that will be 6% needed to get to 50.1%.
So your now gambling that 25% of remaining now 50% say no. Risk is high.

The analyzer how can the deal not complete? To me they hit 50.1% it’s more formality on other requirements. They need 6ish % they will get that from the other larger holders with ease

r,
At 50.1-75% remains listed and thus trade-able on aim. But you are in a company they can do what like in as own 50.1%.
I don’t think the stock will trade well, you are basically punting on 2023 production and some way they pay you out. But they own all they need, 50.1% they decide where the lithium goes so they just bulk sell it to themselves at a decent discount. A discount they can get through as arguing block buying ie 15/20% from market value. Also I don’t want to be part of any capital raise they do the deal will not be in your favour.

Above 75%-90% you will own shares in private company if you say no, they can do what they like in that company and nothing you can do. Spend all the cash, pay no dividends for years, do deals that aren’t best interest etc.
At 90% think it goes through mandatory we’re all done regardless.
The m&a guy told me also that these things rarely settle sub 90 and also said don’t think you’ll get any m&a arb in as they need 20-25% to make a difference. Not worth it for them.

Hi All,

On reflection and speaking to a speculate m&a…being honest, I have resigned myself to accepting this.
The bod allowed the threshold to be 50.1% that means once Gf own 50.1% the deal goes through.

50.1 to 75% acceptance rate means that the shares will remain listed but we have no strong anchor here. With m&g gone they’ve left us to the wolves. So even if that range they might offer a bit more to take rest out but there’s better upside out there now.

Above 75% means they can delist the stock - I am not owning a Chinese company delisted. Not a chance.

My view is they will get 75% as all larger shoulders will not fight it due to m&g.

Clearly I will wait till last minute to see if by any luck m&g change their mind or a m&g arb comes in…but sadly the bod throw us to the wolves here.

So I take back my it’s a no, and reluctantly will be accepting unless anything else changes in the interim. I will leave to as late as I can with HL

Tomcat,
my understanding though is they need 50.1 m% it’s flipped from a shame of arrangement to an offer.
Therefore they need 6.48% for this to be binding no?

Bcn bod approval isnt hard to come by it seems…

Tomcat my understanding for Gf not needing to go back to their shareholders, if they wanted to increase the offer, they could issue a special dividend from bcn.
That way they basically give us cash out of bcn, znwd and remain at the purchase price they’ve agreed?

John they won’t buy shares in open market I wouldn’t have thought. How do you then realise the znwd piece?I thought they’ve declared the amounts on znwd they aren’t going to mess that up. They are giving up their share in znwd to us therefore not going to muddy waters.

They have 28.9%, 0.92% from bod and 13.7% from m&g
Ie 43.52%.

The 90% is a mandatory rule in takeover anyway no? Once you have 90% the remainder 10% is bought regardless.
The 75% I thought also makes this binding on all shareholders therefore you won’t be going private with them.

I’m getting clarity as to what they actually need but from my understanding right now, it’s not a lot more and we are facing uphill battle.

Agree John, Im starting to think the m&g scenario is a factor of the fund it sits in…the fund performance has struggled and I expect they can’t afford a loss hence want to vote this through?
Different manager to who originally bought in so sums it up really.

The znwd is a 9% kicker, Q is what do m&g want to do with it?
They are disappointing but maybe due to fund had no choice….

We’re basically approaching q4, what gets me is ganfeng state production in 2023. Well we started this bid in may 21 prob don’t complete and get out znwd and cash till nov…6 months.
I’ll happily wait it out for all of 2022 and dec21 if they want? I mean doesn’t seem a bad deal for me. Trapped till Nov anyway so why not wait another 13 months till 2023 for 2-3x upside from sp now?

They had something removed on a minimum price to just a takeover so I’m pretty sure something lucrative.

This line just winds me up…. “the Bacanora Board is cognisant of the risks that are inherent in single asset companies and elevated in mining development projects”

I mean mark the one who said that what utter tripe - it’s been the focus of one project for years and suddenly when it looks lucrative you pull the pin?
How many time’s have they stated that their focus is solely sonera?

Twohits I want to agree with you regarding m&g but this year they will have barely made a return on bcn. The fund won’t factor in performance on the znwd kicker, solely their bcn holding which sold at 67p is like a 4% return. Pretty poor performance.

The upside here is not the likes of funds that own it, it’s now fully in play with No ganfeng involvement. No Chinese blocking, no majority stakeholder to block it.

My understand will be bcn is dispensed of and therefore no longer holder in znwd.
Therefore it will no longer be the largest shareholder and anyone like emh that wants this play can build a stake without having to touch market via m&g for eg.

Znwd is totally in play now if bcn goes through which you expect it will.

Might not like their funds but accepting this deal means they’ve made a loss this year on bcn. That’s just rubbish to roll over.

Be interesting to see if the price goes above 67? I feel like it will as someone might try pick up znwd block here from likes of m&g…or if someone comes in to try block.
Anyway like you said, only so many time’s we can be punched in gut. I’ll vote no, but out our hands.

I doubt m & g keep their holding. Too small for them in the fund.
Now positive would be if they increased it….

This opens the door for vw and emh.
Right now znwd will be one of the best upside assets about imo.

As much as we blame the board what about m&g? They are the swing factor imo, so why not blame them also? I’m hugely disappointed they are rolling over if it’s true.

Now over to Dee.