Member Info for oldspursfan

Hi carskennygreen

Sorry not sure I understand your question(s)?

Majority view of posters last couple of days is that this EGM starts the endgame. Something is going on behind the scenes that *should* come to a head next few weeks. Beyond that, it’s trying to guess the BoD’s intentions.

Simon I don’t believe so. The only “success fee” bases we have heard about concern UBS re administering the FSP, and the banks CITIC possibly VTB though they have dropped off the radar over the last year or so.

Piper have only ever been “engaged” the terms have not been specified.

As Tricky mentions, it would be easier for the buyer to deal with one party (EUA) for the whole rather than multiple owners.

Not convinced we as shareholders have ever got to the bottom of who else owns WK and MT. Kind of murky, so this would make things much easier in my view.

James I did wonder what services were being offered for a share there!!

Morning all. Glad my thoughts still make sense the morning after a bottle of vino!

Swan - I'd have thought the agreement on this will be pretty much there, but may take a couple of weeks to happen in practice:

EGM resolution pass, agreement signed and announce intention to issue shares for stated purpose(s), issued shares to hit the market a couple of trading days or so later, updated 2.9, board recommended offer rns.

That they are pushing for this egm and resolution pass now suggests things are time critical (or at the very least this bit is now holding everything up).

If this is what's happening, then conclusion in the next couple of weeks (latest mid-May).

All IMO. GLA

Hi Aviz. Indeed.
Sinosteel is a debt finance agreement to cover mining costs were we to mine MT ourselves. What I'm referring to is the ownership of the WK and MT licenses, which is split between ourselves and other parties.

How much neater would it be to be sold as 100% owned? If we can convince the other owners to part with their percentages in return for EUA shares, then the buyer(s) pays x amount per share (premium on prevailing SP) for the whole shebang, then everyone wins (new owner has full ownership, shareholders reap the buyout price including other stakeholders).

That's my thinking. Until circumstances change...

Kopf
The issue of more shares, yes, but the point of the EGM is to allow the BoD to do that. How many? Relative to EUA's interest (at current SP and what EUA now have access to) not that many.

We would need to cover their ownership of 32% of WK plus 20% of MT, given our 68% and 80% shares cost what?? And are currently valued at - well what exactly???

But the current owners of those stakes would get EUA shares and therefore benefit on buyout at whatever the takeover price is per share. That's the beauty of it.

Could well be off base again, but makes sense to me tonight at least.

Hi Ian_
No worries about the RNS game, all good fun. I think that in the absence of "the original reason given for the EGM is b0ll0x" I may have stumbled on something that might just explain what may be happening.

It got swallowed up in the Anders thread (no problem there mate, well done again!) But it is the first scenario which to my mind ticks all three boxes of why this resolution, why now, and how exactly does it help "strengthen" negotiations?

Equity-based buyout of the other stakes in WK and MT. Make ZAO Terskaya 100% owners. Thread expands, but to happen it needs this resolution passed, could very well be time-critical, and it makes everything much more attractive for buyers by removing the murkier aspects of who owns it.

That's my (new) theory, though if proven wrong, well I have others...

Looking forward to comms next week. GLA

Congrats mate. It's kind of the point to use the stock market to make money to buy stuff we want. It's what I'm in it for!

I certainly appreciate you clarifying and hope all goes well next week.

Afternoon all - god what a depressing last couple of hours (Capn's jokes not included!)

Something I included in my ramblings earlier about a possible route after the EGM may be for EUA to try to lay claim to the full 100% ownership of MT and WK prior to sale. Perhaps the issue of EUA shares so as to keep them happy in event of sale?

I recall discussions believed the ownership rights for the other 20% and 32% were somewhat murky. I can certainly see advantages to a buyer in seeking full ownership and and nice clean transaction; it could also send a clear message to the market that yep, these are being sold.

Thoughts? Something to help knock the bots down the threads...

Hi Ginger
you say "The AGM needs to be within 6 months of the financial year end, which was 31.12.2020. Last year there was an allowance to hold the AGM late because of Covid, but there's been no suggestion that this dispensation will apply this year. So the AGM should be in June."

That's good - wasn't sure if any further extension of the COVID relaxation had gone through, or if 31 March 21 was the last. Can't see anything, so on that basis yes it has to happen by end of June.

Relieved - as that one was the "f*** of an anticlimax" option!!

:-)

Right so it’s looking like my theory that a new emergency resolution is for the birds (too late), so this EGM is PURELY to do with the “right to rights issue” resolution. So to try and summarise my thoughts on POSSIBLE reasons/ what could be happening (all IMHO only, defo no inside knowledge):

1. AGM isn’t happening in June and will be put back – we’re assuming the reporting timetable given will be achieved, but having had SYME extend theirs by a month or so, due to COVID, it may not. A later AGM means a longer period this resolution is valid for, so could be giving the BoD flexibility, if they need it, to raise funds during mining season. Not sure how it ties into “strengthening” a negotiating position, but would at least “prevent weakening” it due to cash running low.

If AGM is happening in June/ the above isn’t the main driver:
2. EUA don’t need funds, but someone with clout wants in now and sees the wait to the next AGM as too long – could indicate conclusion and payday in the next few weeks…!
3. EUA want the funds for some as-yet-unspecified but imminent cash call (E.g. increasing % ownership of WK/MT by buying out the other stakeholders? Fees of some kind?) If yes, expect details soon after the EGM.
4. EUA want to raise because they want to “go it alone” or sell just a small bit and keep the majority of assets under current ownership – dangerous strategy IMO as if II’s get wind of it the discount would be horrendous due to the SP likely tanking on “no sale” (and a potential double-edged sword if announced separately – “huge discount placing”, then “we’re going it alone”).
5. No purpose other than strategic posturing of some kind – not sure this late in the day that any such “show of strength” is necessary, or how potentially increasing the shares in issue affects any bid, which would likely be a headline/ grand total figure that is then divided up by the number of shares.
6. Something else completely left-field (again!) Check after hours…
OR: None of the above, and we get to the AGM and just look back at this and think “Well WTF was that all about?”

The BoD have stated in an email reply that they intend issuing responses to EGM questions submitted, so am expecting this Tuesday/Wednesday but how much it explains is anyone’s guess.

Just my take, can’t resist the challenge of trying to work out what’s going on! GLA

Dark - yes I'm taking it as 75% of total voting share capital. Per the last 2.9 in December, "the total number of shares with full voting rights in the Company at the above date is 2,758,701,681"

So to pass it needs votes in favour from shareholders whose combined holding total 2,069,026,261 of these shares, or more.

Hi Dark. Good theory. Any thoughts on how the fact that the resolution is only valid until the next AGM (timetable says June) fits into this? Not aware we're in danger of running out of cash during May...

Sorry i must have spent some time in the medieval dyson that Admin were brandishing earlier!!

It was a special resolution in the AGM back in September and companies act requires such resolutions to be special anyway, so safe to presume it is.

GFD thanks for the links too, much appreciated.

People buying in, at a guess.

GFD - yes quite possibly - just still not seeing a board recommended offer for a takeover with anything other than a 50% approval needed. Maybe in the minutiae somewhere but sticking my neck out on the RNS game nonetheless.

Thanks Pete

And hi Frances (waving emoji)! Just to say I understand your view, and yes my legal background is pretty much non-existent, but I do honestly believe that there isn't anything the board could have agreed to (verbal/ handshake/ nipple exposing/ whatever) which would make them liable to a legally-enforceable break fee at this time, certainly without any form of shareholder approval.

GFD I thought the same, but "Special" and "Extraordinary" are actually different

Extraordinary is just a term used to describe any meeting called outside of the AGM. It's actually been ditched as an official term and instead there is the AGM and other "General Meetings"

Special resolutions are those that want to change the normal dynamic between Directors and Shareholders - takeover recommendations don't appear as listed examples of these.

And given there isn't that much re FSPs specifically, if you look at normal takeovers, then when a bidder makes a general offer to all shareholders, they must secure acceptance over shares that represent more than 50% of the target company’s voting share capital - if that's done the offer is accepted unconditionally.

Hence my comment extraordinary meeting (we have one coming up) but ordinary resolution (inserted as an emergency addition).

But by next week this will have aged really badly...!

It's definitely pushing it I agree, however I don't think a Board Recommended Offer is actually a "special resolution" - one that needs weeks of notice ad requires 75% of "Ayes" to pass.

A takeover happens if >50% of shares transfer to one party, so any resolution to agree or reject the "best of the Best and Final Offers", would only logically need over 50% agreement to happen. Extraordinary meeting, but an ordinary resolution. Someone shout if I have that wrong!