Member Info for NotMuchMoney

Also in the Scheme document, Dan's salary increased from US$405k to US$550k on 1st Jan.

Plus enhanced severence on a change of control - 24 months salary AND 2x his annual LTIP bonus awards.

I previously thought it was mainly Dan's share options that would sweeten the 28p sale. Turns out there are a couple of other million reasons for him being happy with a 28p exit too.

Rodney - I presume your Share Register is from current Bloomberg holdings data?

If so, would be grateful if you could post what % is still held via nominee accounts? Would give an idea of shares still in private investor hands (vs. those selling out or reducing exposure recently).

I believe the bulk of the c£19.2m 'Financial & Broking Advice' fees are success-based.

i.e. JCC takeover needs to complete before advisors/brokers are paid their fees.

No JCC acceptance, no success fees.

Hence perfectly plausible Solgold still have enough funds - assuming they get to 3rd tranche milestones - for next 12 months.

Rodney - I think your 15:03 examples give the wrong message.

If turnout is low, i.e. retail don't bother, your post suggests a smaller % of 'free float' (your words) is required.

Given the irrevocable undertakings from BHP, NEM, DGR, Maxit, Board, as well as incentivised IIs (such as the 'arbitrage traders') more likely to vote, MORE Retail/PI need to vote NO for the scheme to be rejected?

Low turnout won't help PIs, it makes the scheme more likely to pass.

Rodney - 'irrevocable undertaking' most commonly means the parties making these commitments cannot make a bid themselves.

As they have committed their votes.

The 24th Dec RNS (Appendix III, Part B) lists the scenarios where BHP and NEM commitments would lapse.

One of these is a counter-bid more than 5% above JCC's offer. You raise an interesting point that this counter-bid could be by BHP and NEM themselves.

Personally I don't think it could be (for 'irrevocable' reasons above). But there is nothing explicit to say they can't. Interesting.

Regarding: "leaving BHP, Newmont or any other party fully free to intervene and counterbid having seen how the situation has developed".

I thought BHP and Newmont had given 'irrevocable undertakings' to the 28p offer? I.e. a binding commitment?

Which only fall away if another offer is received (NOT from BHP or Newmont).

Agreed Rodney, and I think this is a point worth repeating given I initially had concerns around this...

JCC most likely now have between 50% and 75% of votes required (with 75% required to pass Scheme of Arrangement).

If SoA does not pass, I was wary of JCC having 50%+ of votes/influence, and hence able to replace the Board (which requires over 50%). A JCC Board would likely heavily dilute - my worst case scenario.

However, those voting For JCC at the SoA would not necessarily vote for the replacement of the Board . Maxit, Nick, DGR etc. - they are not going to vote for dilution. Same with majority of the IIs who have invested. BHP/NEM? Uncertain; they may come to some agreement with JCC re: JVing into some regionals.

But overall, JCC would not get to 50% of required votes to force the replacement of the Board.

Hi TheItalian

The timetable has not been confirmed yet. So there is no corporate action to share to nominee accounts.

There will be a further RNS with Scheme of Arrangement and details of timescales.

@addicknt, wow, can't believe that's it.

Surprised you didn't keep some in for a potential counter bid (however remote that may be). But understand you being able to get out at the current offer price.

Your voice of reason will be missed. Best wishes.

Rodney - why should the timetable be paused or reset?

Shareholders are simply being asked whether to accept 28p or not.

But to do this, there needs to be clarity on operational progress and future prospects. And why the Board (and advisors) have gone from rejecting 26p to saying 28p reflects fair value.

DBW - yes I agree that is the problem, hence why I referred to it as the crux of the issue.

Essays can be written on various topics, streams, decrees etc.

Shareholders simply need clarity on current situation and long-term prospects, so they can vote Yes or No.

Rodney - you've mentioned "compressed timetable" a few times... what is 'compressed'? Everything looks pretty standard to me.

The crux of the matter is shareholders needing to form an assessment of fair value and decide For/Against 28p based on limited information. Both in terms of operational progress over Q4, and any concerns the Board may now have about the ability to go-it-alone (whilst adding value).

The Scheme of Arrangement document should provide more clarity to shareholders (although I'm concerned it may be as generic as the Reasons for the Recommendation in the 24th Dec RNS).

Rodney - have you factored in the buyback option under Franco/Osisko deal? From memory it was up to 50% within 3 years (at something like 12%-15% interest), or 33% in years 3-5.

Small change to JCC given the value of the gold stream at current gold price.

Hilarious isn't it. Main investors complain at royalty deals, but equally say they won't participate in equity raises.

Basically, anything to screw the little guy.

Not sure I agree with the journalist on SOLG burning through cash at an alarming rate. Still a way away from the 3rd Franco CPs, but there was a reasonable amount of cash at end-Sep (c$20m) and how expensive can the TAM drilling actually be? They haven't been doing much else.

I don't believe it is as bad as the article speculates. Certainly not brilliant given the uncertainty on CIPA and concession fees, but not unmanageable - a small raise to retail / IIs could be done if required.

ex-CGP crew just seeking the fast and cheap exit.

I think you are incorrect on this one Rodney. See the example BlackRock link, one of many where they went sub-5% without quoting the actual disposal. Just stating below the minimum threshold (5%).

I think you have an odd interpretation of what “Below MINIMUM threshold” refers to - by interpreting MINIMUM to be the UPPER of the current band.

Off out now so enjoy your evening.

Rodney - ‘below minimum threshold’ simply means below the TR-1 requirement. No need to specify the size of disposal.

Loads of other TR-1s in Solgold's past similar to this (see Blackrock in 2021).

e.g. https://www.lse.co.uk/rns/SOLG/holdings-in-company-3vyvb9twneij55x.html

Sorry, I don't think my "Non-UK Issuers" is the correct terminology for JP Morgan and Blackrock.

It is more that US Investment Managers can have fund manager exemptions to the 'normal' UK TR-1 thresholds (3%, 4%, 5%...).

They instead report at 5%, 10%...

Rodney - yes, I was (separately) referring to Takeover Code requiring disclosure of positions >1%. These are the Form 8.3s we have seen so much of (e.g. L&G > 1%).

I disagree with your statement of "‘below minimum threshold’ is still between 5% and 6%." Minimum threshold means requirement to declare, NOT remains within the current band.

I think I've found out the reason for confusion with US fund management companies. These companies (e.g. Blackrock, JP Morgan) are treated as Non-UK Issuers, and thresholds are determined at parent (rather than subsidiary/fund) level.

So that is why JP Morgan are declaring now - they went above 5% reporting threshold (just) in 9th Jan, and below the 5% reporting threshold (by how much we do not know - could be on 0% or 4.99%) on 12th Jan.

(DTR 5.1.2 R if interested Rodney)

Better check your workings / AI again Rodney.

9th Jan RNS shows total holding (and therefore voting rights) of 5.141044%

12th Jan RNS shows holding (and therefore voting rights) to be "Below Minimum Threshold".

"Below Minimum Threshold" should be sub-1% in Bid situation. But there is a chance JPM are not filing in line with this correctly.

Element1 - for LTHs, who really believe in the asset, what is another few months of holding to see what plays out?

At 28p, there are mid-tiers who could afford to take this on. Doesn't even need to be a major.

Not long to wait.