Member Info for mac4671

Tax due diligence: identifying the tax exposure of a deal and how it may be mitigated, with a clear focus on risk assessment

Structuring an acquisition or disposition: advice on the tax consequences of individual acquisitions, joint ventures and divestments to help design tax-efficient deal structures

Contract assistance: helping the legal advisors in reviewing agreements to reduce the risk of unexpected tax exposures and help determine if tax issues arising from the due diligence report are accurately represented

Tax modeling: assistance in modeling the tax effects of transactions, including assisting in tracking the cash and non-cash steps in fund flow

Vendor assistance: preparation of vendor side documentation and tax advice on the tax implications of the sale of a business, including pre-deal reorganization measures and settlement of historic tax risks

Acquisition cost recovery analysis: analyzing associated deals (deduction versus depreciation) to help mitigate the after-tax deal costs

Post-deal integration: helping tax leaders reconcile their own tax positions and those of the acquired businesses as well as capturing the synergies.

How we can support you

Our Deal Advisory and M&A Tax professionals leverage professionals from different service areas throughout KPMG’s global network to help clients understand processes, avoid pitfalls and seize opportunities related to deals.

We understand the practical impacts of tax developments from one country to the next and when they spot opportunities, and know how to act on them to benefit organizations and their stakeholders.

https://home.kpmg/xx/en/home/services/tax/business-tax/mergers-acquisitions.html

GLA

You're welcome SteJSteJ. It's always good to jog real investors memories with certain things, it's all set up to be a big year this one at Eurasia.

Sanctioning Potanin had the effect of lifting Nickel prices by 9%, so, i'm fairly certain he'll be after getting his hands on more control of that stuff! -

"After the sanctions were announced, the price of nickel rose as much as 9.2 per cent to $25,295 a tonne on the London Metal Exchange before paring gains"

https://www.ft.com/content/681cbb78-95d5-428e-85b0-00abf2383e42

GLA

Iran and Argentina have now also applied to join BRICS -

https://www.business-standard.com/article/international/iran-argentina-apply-to-join-brics-bloc-after-recent-summit-report-122062800935_1.html

See, the World isn't as one sided as some would have you believe.

GLA

The conflict will end, Ukraine should withdraw troops from that last city in Donbass and regroup outside of the area imho.
It would bring a quicker end to it and stop unnecessary casualties from trying to hold on to the last city there.

"Advisers to President Joe Biden have begun debating internally how and whether Ukrainian President Volodymyr Zelensky should shift his definition of a Ukrainian "victory" -- adjusting for the possibility that his country has shrunk irreversibly."

https://edition.cnn.com/2022/06/28/politics/white-house-ukraine-projection/index.html

They did very well at the Kyiv side, the East side was always going to be a different ball game however. There is a way that both sides can declare a victory with the present situation.

Conflicts are never very nice to witness, they shouldn't really happen in this day and age, but, it will end at some point and markets and the World will begin to get back to some form of normality.

Not sure what UK politicians are doing this week, we've had Syria as a cry and just before i saw Boris mention Bosnia in a tweet, the whole thing is getting way out of proportion and just weird now -

https://twitter.com/BorisJohnson/status/1542462117399461891?s=20&t=Q5KsE2WYCxmBXprDHKgP9w

It's almost like the UK knows the Donbass conflict is coming to an end and in a conclusion not to their liking, so, now they're looking for a new attack angle.

I just hope it ends soon and the people of Ukraine can rebuild and get back to some form of normality.

GLA

Add KPMG as the tax agent and i believe most know exactly what we're looking at here!

GLA

No requirement to strengthen any negotiating position after the AGM -

"benefits the Company and its Shareholders by improving Eurasia's negotiating position"

"Regarding the general meeting and resolution to be put to our members, The Directors are confident that the ability to allot securities and demonstrate a capacity to develop the Kola PGM and battery metals district independently of other strategic options available to the Company benefits the Company and its Shareholders by improving Eurasia's negotiating position. The resolution proposed is a standard resolution proposed and passed at all recent Company Annual General Meetings but which, for reasons related to delays in processing votes held in Nominee accounts was not passed at the 2020 AGM held on 18 September 2020"

GLA

Even at last years AGM it was a special resolution to be voted on, on top of your usual standard share alloting resolution.

Last years form, standard resolution is number 6 and the special one is number 8, neither are on this years form!

GLA

It's very interesting, do you remember the specific EGM for a specific resolution? -

"The purpose of the EGM is to seek Shareholder approval for the following Resolution:

Resolution 1 - General Power to allot securities

That Directors be given the general power to allot equity securities pursuant to section 571 (as defined by section 560 of the Companies Act 2006 ("2006 Act") for cash, either pursuant to the authority conferred by resolution 7 as set out in the notice of, and passed at, the last annual general meeting of the Company, held on 18 September 2020, or by way of a sale of treasury shares, as if section 561 of the 2006 Act did not apply to any such allotment, provided that this power shall be limited to:

a) the allotment of equity securities in connection with an offer by way of a rights issue to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the Board otherwise consider necessary, but subject to such exclusions or other arrangements as the Board may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

b) the allotment (otherwise than pursuant to paragraph (a) above) of equity securities up to an aggregate nominal amount of £250,000"

GLA

There is no resolution for the directors to do placings, or, as previously implemented during FSP days etc, there is no option to invoke a poison pill.

Now, this only applies to the time after the AGM when the new resolutions are passed, so, the poison pill runs out on the AGM day, that could be a big indicator about the deal scenario as the poison pill ability stops a hostile takeover situation from taking place.

It also indicates how the BOD view the financial situation of the company going forward this year, they're basically saying that they won't require the ability to raise money via a placing. So, either WK revenue and current cash in the bank is sufficient, or, proceeds from asset sales has things covered for the year!

The proxy says more than it should simply by not having certain regular resolutions in place this time around!

GLA

We can do it another way -

"Wed, 18th May 2022 07:00"

"Christian Schaffalitzky, Executive Chairman commented: "The Directors are pleased that Artem Matyushok, a high profile M&A professional has agreed to join Eurasia. The experience of Artem and his knowledge of Eurasia can significantly speed up our Russian assets sale process"."
------------------------------------------------------------

"While we expect these developments to add value to these projects, we have not lost sight of our principal strategy, which is to focus on maximising shareholder value, primarily through a sale of assets, for the benefit of our shareholders. Active discussions with interested parties continue, and will be pursued with patience and care, against the background of the now more complex and changed geopolitical landscape. The Company recently appointed KPMG as agent within Russia to further this strategy and although there can be no guarantees, we remain confident of a positive outcome from these discussions."

"The Company continues to progress discussions with regard to the potential sale of its assets, appointing KPMG Russia as agent in May 2022, and has set aside sufficient funds to complete and submit a Definitive Feasibility Study for the Monchetundra project in November 2022."

Both arrived at the same time for the same task . . . .

GLA

EIE01, it's a tough read with some of the replies you get on posts on here. There are literally some with absolutely no idea, you provide the relevant info and they still point blank choose to ignore it.

But, then again, i think all genuine shareholders know that they're just here to disrupt and spread nonsense for their agendas!

This has me laughing hard - "instead EUA should of chosen an accountant with an office over a betting shop in Wembley"

GLA

The most basic UK example -

How to authorise your agent to deal with certain taxes on your behalf
You can use these steps in your business tax account to authorise an agent to act on your behalf for the following tax services:

Making Tax Digital for VAT
Manage a Capital Gains Tax on UK Property account
Making Tax Digital for Income Tax
Managing a trust or estate
Manage Plastic Packaging Tax

https://www.gov.uk/guidance/authorise-an-agent-to-deal-with-certain-tax-services-for-you

GLA

ASPENWOOD, it's interesting because in the UK you authorise an agent to deal with certain tax services for you, since they have arrived for the deal you have to assume it is for the capital gains or likewise russian tax involved over there with the sale of assets.

It all points to it being done, or, it certainly looks like it is heading to that positive conclusion that all genuine shareholders have waited and hoped for!

GLA

That might not be long away judge tbh, Lysychansk is the last City Russia needs to take in Donbass and Ukraine is outgunned there by a large margin.

I think what they're now stuck with is Russia holding that east and south east area. Looking at it now, it appears a play for control of the Sea Of Azov coast.

Conflicts always end at some point though.

GLA

Apart from that bit right there CAW -

"appointing KPMG Russia as agent in May 2022"

And no, official appointments at board level get RNS'd straight away -

"recently announced as INED but that could have been months ago"

GLA

It could be to do with maintaining an orderly market pwlx. It doesn't take long to dig out where KPMG fits in with M&A tbh.

If anyone is self employed or runs their own business and is selling some assets, you always seek advice to figure out the most tax efficient way of doing so. Tax is something every man and his dog tries to keep to a minimum!

GLA

We can do it another way -

"Wed, 18th May 2022 07:00"

"Christian Schaffalitzky, Executive Chairman commented: "The Directors are pleased that Artem Matyushok, a high profile M&A professional has agreed to join Eurasia. The experience of Artem and his knowledge of Eurasia can significantly speed up our Russian assets sale process"."
------------------------------------------------------------

"While we expect these developments to add value to these projects, we have not lost sight of our principal strategy, which is to focus on maximising shareholder value, primarily through a sale of assets, for the benefit of our shareholders. Active discussions with interested parties continue, and will be pursued with patience and care, against the background of the now more complex and changed geopolitical landscape. The Company recently appointed KPMG as agent within Russia to further this strategy and although there can be no guarantees, we remain confident of a positive outcome from these discussions."

"The Company continues to progress discussions with regard to the potential sale of its assets, appointing KPMG Russia as agent in May 2022, and has set aside sufficient funds to complete and submit a Definitive Feasibility Study for the Monchetundra project in November 2022."

Both arrived at the same time for the same task . . . .

GLA

They don't like plausible theories based upon readily available facts Mrnewbie.

M&A is a very structured process, it follows a path of many steps, at each step certain individuals are brought in to do certain things. You can get the best idea of where things are currently at by whatever companies/advisors they bring in.

There is absolutely no reason to bring a deal tax specialist company in unless they want to figure out the most tax efficient way of closing the deal. There just isn't another reason for doing so imho

GLA

Potanin hasn't done anything wrong, in fact, evidence suggests that he holds zero sway with Putin, the large fine for the diesel spill is a prime example.

Where the gov news drop mentions buying large stakes in certain companies recently, well, as an investor, if there are bargains to be had you will have them, that's what Potanin has done recently, grabbed himself some bargains.

Nothing stops him buying assets, he can do whatever he wants with his own money just like anyone else in the World can do whatever they want with their money.

GLA

It's becoming quite clear -

"The UK government is also sanctioning a group of Russian individuals and companies for their involvement in repressing civilians and supporting the Assad regime in Syria – exposing Russia’s malign activity across the globe."

The problem however is that all of these sanctions don't stop the conflict, not in any way shape or form, nor do they stop what happened in the past with reference to Syria.

What they're currently suggesting, theoretically, means that whenever a country sends forces in to another country against that countries gov, it should be punished with a swarm of sanctions upon the vast majority of the countries assets, not only the assets, but, any person that you believe to have any possible chance of affecting whoever is in charge of the country sending troops. Now, you can see how that presents far larger complications if other nations were to copy what is currently going on, whatever conflict they deem to be wrong by their judgement, Iraq as an example, could now theoretically be targeted with like for like sanctions. In a nutshell, the World has gone a little mad!

GLA