Member Info for mac4671

Nope, just a couple of slight detours -

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".

James Nieuwenhuys, CEO and Managing Director of Eurasia commented: "We welcome Artem Matyushok on board to progress our M&A journey".

I'm looking forward to this years AGM!

GLA

The M&A has simply taken longer than most expected, that's all. Considering they've had Covid and a conflict to negotiate around, they're doing very well to be honest -

DD done last Oct, there have only been a few steps left since that stage -

7 - M&A due diligence – Due diligence is an exhaustive process that begins when the offer has been accepted; due diligence aims to confirm or correct the acquirer’s assessment of the value of the target company by conducting a detailed examination and analysis of every aspect of the target company’s operations – its financial metrics, assets and liabilities, customers, human resources, etc.

8 - Purchase and sale contract – Assuming due diligence is completed with no major problems or concerns arising, the next step forward is executing a final contract for sale; the parties make a final decision on the type of purchase agreement, whether it is to be an asset purchase or share purchase

9 - Financing strategy for the acquisition – The acquirer will, of course, have explored financing options for the deal earlier, but the details of financing typically come together after the purchase and sale agreement has been signed

10 - Closing and integration of the acquisition – The acquisition deal closes, and management teams of the target and acquirer work together on the process of merging the two firms

https://corporatefinanceinstitute.com/resources/knowledge/deals/mergers-acquisitions-ma-process/

GLA

"scraping 0.5p" - Ahem, in to the 0.2's back end of 2017 and early 2018. He has held throughout because he has always had a rock solid plan, this is simply what he does as a professional career.

The green boxes will bring much nonsense, such nonsense is always countered with third party verifiable information, they never bring anything to the discussion which is worth noting, because, well, they simply make it all up as they type to push their agenda at any given time.

GLA

If the green boxes knew what they were talking about, then they would be able to provide all relevant third party verifiable info which pertains to M&A and certain company positions. The fact that they never do shows all real shareholders that they simply don't have a clue about what they type, not one little clue -

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".

There is no potential included any more, simply now a Russian assets sale process, which tells anyone that it is almost done -

"our Russian assets sale process"

They're doing the final draft with constructive challenge from Artem as the newly appointed iNED.

GLA

They tell you that it's the M&A by telling you that he is appointed to speed it up. The iNED role can only be applied one way from his position!

DD done last Oct, there have only been a few steps left since that stage -

7 - M&A due diligence – Due diligence is an exhaustive process that begins when the offer has been accepted; due diligence aims to confirm or correct the acquirer’s assessment of the value of the target company by conducting a detailed examination and analysis of every aspect of the target company’s operations – its financial metrics, assets and liabilities, customers, human resources, etc.

8 - Purchase and sale contract – Assuming due diligence is completed with no major problems or concerns arising, the next step forward is executing a final contract for sale; the parties make a final decision on the type of purchase agreement, whether it is to be an asset purchase or share purchase

9 - Financing strategy for the acquisition – The acquirer will, of course, have explored financing options for the deal earlier, but the details of financing typically come together after the purchase and sale agreement has been signed

10 - Closing and integration of the acquisition – The acquisition deal closes, and management teams of the target and acquirer work together on the process of merging the two firms

https://corporatefinanceinstitute.com/resources/knowledge/deals/mergers-acquisitions-ma-process/

They're doing the final draft, it's pretty clear from the timing of everything!

GLA

It's all in this part here of his iNED role -

"The iNEDS's role is to provide independent oversight and constructive challenge to the executive directors"

Constructive challenge on the M&A, as in go over the paperwork they have in place for the deal and pick up any areas that he feels can be improved upon. DD was done back in Oct, this is very late in the M&A. He speeds it up by doing that constructive challenging, allowing the BOD to arrive at the final deal paperwork draft faster.

Once it is done they have completely filled their statutory duties as directors -

"The directors must also consider their other statutory duties: the two most relevant duties when approving a company’s entry into an M&A transaction are the duty to exercise independent judgement and the duty to exercise reasonable care, skill and diligence"

It's business, everything follows a very logical path to reaching the best possible deal for all shareholders!

GLA

Tick tock, tick tock......

"Artem Matyushok has been appointed as an independent Non-Executive Director of Eurasia with immediate effect."

An iNED is an individual who is a director (member) of the board of directors who does not have a material or pecuniary relationship with the company or related persons. The iNEDS's role is to provide independent oversight and constructive challenge to the executive directors

https://www.aon.com/unitedkingdom/insights/a-guide-for-independent-non-executive-directors.jsp

He's basically appointed to run over the paperwork, check it all over, question and push the BOD to ensure that this takes place -

"The directors must also consider their other statutory duties: the two most relevant duties when approving a company’s entry into an M&A transaction are the duty to exercise independent judgement and the duty to exercise reasonable care, skill and diligence"

https://www.financierworldwide.com/board-role-in-ma-transactions-practical-implications-of-directors-duties#.YoV8_WnTU0E

They're duty bound to get the best possible deal for shareholders, by placing him in the INED position to run over things they effectively complete those statutory duties.

GLA

The green industrial revolution is only just beginning young padawan. Do you really think that all of these top level people have all arrived in one location just to sell everything just as the revolution is warming up?

No a chance. Dmitry and Artem are both still young with many years left, they'll seize the entire opportunity and put their expertise to work at every level. You'll see if you hang around long enough!

GLA

Tangible progress, as in it's being set up ready -

"Christian Schaffalitzky, Executive Chairman of Eurasia commented: "The Directors are delighted to see tangible progress in the development of a broader Eurasia growth strategy, 'Eurasia v.2.0' in the ammonia and hydrogen markets alongside the development of our existing world class Battery Metals and PGM projects. We are confident this will create new opportunities for value creation and expand our Company's business."

It's all by the letter business lingo tbh, it is perhaps why a lot do get confused with it all -

"If the Company was to dispose of both of its Assets, then AIM Rule 15 (Fundamental Changes of Business) would apply. Such a disposal would require shareholders' consent, an announcement which contains the information set out in Schedule Four to the AIM Rules; and be accompanied by a circular containing the details of the disposal and convening a general meeting to approve it."

GLA

Oxygen, what you have missed is the two JV's Eurasia have in place. Assets sales are only one part of Eurasia's M&A journey.

Eurasia v.2.0, which is also mentioned in RNS, will be the fundamental change in business involving the stage set JV's, one of which being the green Hydrogen and Ammonia JV with H4Energy, the one Artem has been setting up in the background ready for EUA V.2.0.

GLA

iNED cat, there's a difference between an iNED and a NED, do see the previous link i have shared in this thread to do with the role of an iNED.

GLA

They've told us everything we need to know via RNS -

"· The Board is closely monitoring the evolving sanctions and re-iterates that no individual or entity identified in the sanctions is associated with the Company in any way. Nor do the sanctions prevent the Company from executing on its M&A strategy as announced.

Christian Schaffalitzky, Executive Chairman commented: "The Board notes our focus on BRICS (in particular on Russia, China and South Africa) and Japan in terms of our M&A strategy. More updates are to be provided in due course"."

Granted, it was a long time from March until Artem's appointment, but, it has taken place and we're rolling forward now towards the AGM in June. Rule 15 requires a general meeting, the AGM may very well be that general meeting tbh, we'll see shortly!

GLA

It's how the M&A gets speeded up -

"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 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".."

His challenging is to arrive at the very final deal paperwork, DD was done Oct 2021, they've been working on the paperwork ever since. They can't complete their duties without the expert challenging at this final stage.

There is no potential any more, it is very much happening - "our Russian assets sale process".

It's simply a matter of time at this stage. It is all BRIC's as previously RNS'd in March by the BOD, the conflict has zero effect on executing the M&A.

GLA

Dmitry etc have already done 98% of the work at this stage, his job as iNED is to go over what they've got in place and give constructive challenge on any parts that he picks up which could be improved.

His expert challenging ensures 100% that they complete this - "the duty to exercise independent judgement and the duty to exercise reasonable care, skill and diligence".

His appointment as iNED at this stage is the final expert, the guy whos bread and butter is large M&A -

Artem Matyushok
Head of M&A and Business Development, Rosneft

"Artem Matyushok is Global Head of M&A at Rosneft leading them through $40Bn of M&A deal flow in 2016. He was previous a Manager of M&A in Treasury & Corporate Finance Division of Shell. He then moved to become Director of M&A at TNK-BP, before moving to Rosneft where he was first Head of New Business Development and Joint Venture Creation before moving to become Global Head of M&A."

https://energycouncil.com/event-speakers/artem-matyushok/

UBS, DLA Piper, Dmitry (ex investment banker who has done numerous deals previously), and now Artem . . . . . all top level experts in M&A.

When the deal details land, there is not one person that can say that the BOD have not done absolutely everything in their power to arrive at the best deal for all shareholders. They have brought in numerous top level experts to ensure that the best possible deal is done!

GLA

He's not a strategic adviser, his appointment at this stage is far different as a iNED.

I disagree, is all depends on when you got in, plenty of people were buying these in half penny days prior to any banks appearing.

They're selling large and in demand assets, it isn't the local sale of your paper shop.

GLA

Tick tock, tick tock......

"Artem Matyushok has been appointed as an independent Non-Executive Director of Eurasia with immediate effect."

An iNED is an individual who is a director (member) of the board of directors who does not have a material or pecuniary relationship with the company or related persons. The iNEDS's role is to provide independent oversight and constructive challenge to the executive directors

https://www.aon.com/unitedkingdom/insights/a-guide-for-independent-non-executive-directors.jsp

He's basically appointed to run over the paperwork, check it all over, question and push the BOD to ensure that this takes place -

"The directors must also consider their other statutory duties: the two most relevant duties when approving a company’s entry into an M&A transaction are the duty to exercise independent judgement and the duty to exercise reasonable care, skill and diligence"

https://www.financierworldwide.com/board-role-in-ma-transactions-practical-implications-of-directors-duties#.YoV8_WnTU0E

They're duty bound to get the best possible deal for shareholders, by placing him in the INED position to run over things they effectively complete those statutory duties.

GLA

You mention nice and quiet and the green boxes appear.

It just shows that they monitor this forum constantly, always looking to try and manipulate and sway any general concensus.

Artem has only been places in th iNED position for ome thing at this stage, all genuine shareholders understand that. DD was complete back in Oct, this is a old sale process which is coming to a close in the not so distant future.

GLA

It certainly is. A lovely run up to the AGM, each passing day takes us closer.

With Artem in the iNED appointment all signs are indicating that it could very well be a BIG AGM this year!

GLA

Well, actually you're wrong. They have first mover advantage over an entire district of assets, so, they can sell some and take some to production if they want. There are various routes this can all take, they don't currently own any Rosgeo JV asset, so, the FSP could have only been for the assets they owned at the time, being, West Kytlym and Monchetundra, you can't sell what you don't own.

Granted, other assets from Rosgeo could be sold under ROFR terms, but, all we know 100% right now is that there were NDA's for the sale of Monchetundra at the start of the FSP, so, you can't rule anything out just yet.

The cash problem for production of any Rosgeo asset is instantly solved be the sale of Monchetundra. Heck, some Rosgeo JV assets already have the open pits in place, they just have to start digging again and toll treat the ore to the Monchetundra plant that the buyer will build. The toll treatment aspect is already noted in one of out lovely RNS drops.

We'll see exactly what is hapening shortly, Artem's appointment points to that!

I hope you've had a good weekend cat!

GLA

Ah the dividend question, it's always pleasant reading that answer again.......tick tock, tick tock

I hope everyone is having a lovely weekend!

GLA