Member Info for OscarGolf

Theorist,

Thanks for your sympathy and support. It is difficult at times - arguing with people who either don't understand the subject matter or are too biased to entertain a different viewpoint.

Chinasyndrome is another muppet!

Paul (pwlx),

I'll express my opinions wherever I like - and certainly won't take any steer from you.

FloatingBye,

Yes, Paul Atherley asserted that the restructuring of the deal (from selling Pensana shares to selling 38.2% of Sable) had no connection to concerns about not achieving the required 75% shareholder approval for the original resolution, but I don't believe that, because (a) most shareholders (including you and me) hadn't told Paul Atherley/Pensana how we would have voted and, therefore, Paul couldn't possibly have known whether at least 75% of shareholder votes would have voted in favour or not; (b) selling 38.2% of Sable gives significantly more value away to Cascade than the original deal and I think Cascade simply negotiated an 11th hour adjustment in their favour.

I find the ignorance of Paul/pwlx astonishing. He thinks a fund with $165m to spare never breaks any rules.

The breach of DTR 5 by not filing is nothing to do with Pensana. It is the controlling shareholder of Casdade that must the submit the TR-1 form to (a) Pensana (who will then release it via RNS) and (b) the FCA. But, Pensana could nudge Cascade's owners to file the TR-1 form.

However, my bigger problem is with Pensana's management for agreeing to Cascade's request for secrecy about their identity. In my view, Pensana's management and the beneficial owners of Cascade are treating other Pensana shareholders (like me and those on this forum) with contempt - like we don't need to know who is purchasing 38.2% of Longonjo from our company until after the deal has completed (if at all), and that is wrong.

Ideally, Pensana plc should ask its shareholders to vote on such a significant disposal of assets. But, at the very least, they should tell us the identity of the parties who are buying 38.2% of Longonjo from us.

MAA86,

My objective is to put pressure on Pensana's management (who will be aware of these posts on this forum) and the owners of Cascade to (a) reveal the identity of the parties that control Cascade (because they are purchasing 38.2% of Longonjo for only US$150m), and (b) comply with the DTR 5 requirement to file TR-1 forms to tell us (i) who they are, and (ii) how many Pensana shares they own (because it might not be just the 13,992,537 shares (representing 3.96% of issued shares) that were issued on 27 April 2026).

Twohits,

You are the muppet!

Type the following into Google:

"if shares in a uk listed company are held by a guernsey company, do the controlling shareholders of that Guernsey company have to file a TR-1 form?"

You will get the following reply:

"Yes, if a Guernsey company holds shares in a UK-listed company (on a regulated or prescribed market like AIM) and the holding reaches, exceeds, or falls below the 3% (or higher) threshold, the controlling shareholders of that Guernsey company may have to file a TR-1 form, depending on their control structure. Under the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rules (DTR 5), the obligation to notify applies to both direct and indirect holders of voting rights. Key Considerations for TR-1 Filing: Who Files? The obligation falls on the direct holder (the Guernsey company) and the indirect holder (the parent undertaking or ultimate controlling individual who controls the Guernsey company).Chain of Control: If the Guernsey company is a subsidiary, the parent company must file, but if it is held by an individual, that individual must file."

Paul (pwlx),

Sorry for a copy and paste error in my first post. Here is a second (edited) version.

You wrote, "Well done for highlighting how you really don’t understand this", but it is actually you who has highlighted how you really don’t understand this, because:

If nobody controls the voting rights of a company (e.g. because its shares are distributed among a large, diverse group of investors, rather than concentrated in a few hands), then it doesn't have a controlling party and the name of the company would appear in Section 3 of the TR-1 form. For example, M&G plc does not have any shareholders who control it, because its shares are admitted to trading on a UK regulated market and are, therefore, distributed among a large, diverse group of investors, rather than concentrated in a few hands. It is the same for Blackrock. That is why Section 3 of the TR-1 form submitted by M&G plc contains the name "M&G plc" in section 3.

However, if someone (or another company) controls the voting rights of a company, then it has a controlling party and the name of the controlling party would appear in Section 3 of the TR-1 form. For example, if you control the voting rights of your investment company, your name would appear in Section 3 of the TR-1 form that YOU (the controlling party) would have to submit to Pensana and the FCA.

Paul Atherley told the shareholder meeting on 9 March 2026, that Cascade Natural Resources Limited is owned by two large funds. Therefore, the shares of Cascade Natural Resources Limited are not distributed among a large, diverse group of investors. They are owned by two large funds, and are, therefore, controlled by one or both of the two large funds (depending upon how the shareholdings are split between the two large funds).

Therefore, a TR-1 form should be submitted and section 3 of the TR-1 form must contain the full name of the person or entity that controls the voting rights of the Pensana shares that are held by Cascade.

Paul (pwlx),

You wrote, "Well done for highlighting how you really don’t understand this", but it is actually you who has highlighted how you really don’t understand this, because:

If nobody controls the voting rights of a company (e.g. because its shares are distributed among a large, diverse group of investors, rather than concentrated in a few hands), then it doesn't have a controlling party and the name of the company would appear in Section 3 of the TR-1 form. For example, M&G plc does not have any shareholders who control it, because its shares are admitted to trading on a UK regulated market and are, therefore, distributed among a large, diverse group of investors, rather than concentrated in a few hands. It is the same for Blackrock. That is why Section 3 of the TR-1 form submitted by M&G plc contains the name "M&G plc" in section 3.

However, if someone (or another company) controls the voting rights of a company (e.g. because its shares are distributed among a large, diverse group of investors, rather than concentrated in a few hands), then it has a controlling party and the name of the controlling party would appear in Section 3 of the TR-1 form. For example, if you control the voting rights of your investment company, your name would appear in Section 3 of the TR-1 form that YOU (the controlling party) would have to submit to Pensana and the FCA.

Paul Atherley told the shareholder meeting on 9 March 2026, that Cascade Natural Resources Limited is owned by two large funds. Therefore, the shares of Cascade Natural Resources Limited are not distributed among a large, diverse group of investors. They are owned by two large funds, and are, therefore, controlled by one or both of the two large funds (depending upon how the shareholdings are split between the two large funds).

Therefore, a TR-1 form should be submitted and section 3 of the TR-1 form must contain the full name of the person or entity that controls the voting rights of the Pensana shares that are held by Cascade.

Paul (pwlx),

You called me a clown, but you are the clown, because:

1) You wrote, "you don’t see me banging on about it" and here you are writing a post to bang on about it! LOL

2) On 7 May 2026 (at 20:15), I explained to you (on another thread) the reason why the beneficial owner of Cascade is required to submit a TR-1 form to Pensana and the FCA, and on 8 May 2026, Theorist explained, "Pwlx, I’m afraid you’re wrong. The TR-1 has to disclose ultimate controlling shareholders, for one very obvious reason. Without this requirement you could just stick a nominee in the middle and the TR-1 would be worthless." But clearly your low intellect limits your ability to understand and accept our explanations. Therefore, I will leave you to wallow in your ignorance.

There is still no RNS announcement by Pensana with a TR-1 form from the beneficial owners of Cascade.

Paul Atherley told the shareholder meeting on 9 March 2026, that Cascade Natural Resources Limited is owned by two large funds. Therefore, the shares of Cascade Natural Resources Limited are not distributed among a large, diverse group of investors. They are owned by two large funds, and are, therefore, controlled by one or both of the two large funds (depending upon how the shareholdings are split between the two large funds).

Therefore, the beneficial owners of Cascade should submit a TR-1 form to (a) Pensana, and (b) the FCA. Section 3 of the TR-1 form must contain the full name of the person or entity that controls the voting rights of the Pensana shares that are held by Cascade.

It is poor that neither Pensana nor Cascade has told us the identity of the beneficial owners of Cascade, especially given that (a) Pensana is selling 38.2% of Longonjo to Cascade for only US$150m (i.e. a significant share of the project for a low price); (b) Pensana restructured the investment deal from selling new shares to Pensana to selling shares in Sable (thereby avoiding a special resolution that would have required at least 75% of shareholders to vote in favour), and (c) 13,992,537 shares (representing 3.96% of issued shares) were issued on 27 April 2026 to Cascade and, since this is more than 3%, there was a DTR 5 requirement for the beneficial owners of Cascade to have submitted a TR-1 form to Pensana and the FCA by the end of Wednesday 29 April 2026.

By being secretive about the identity of the beneficial owners of Cascade, Pensana's management and the beneficial owners of Cascade are treating other Pensana shareholders (like me and those on this forum) with contempt - like we don't need to know who is purchasing 38.2% of Longonjo from our company until after the deal has completed (if at all), and that is wrong.

I urge Pensana shareholders to complain to the FCA about this, so that the FCA will hopefully take action to enforce the disclosure requirement.

Today, Pensana updated the list of Top 20 Shareholders on its website to the holdings as at 8 MAY 2026.

5 of the top 10 have decreased their holdings, 3 increased and 2 stayed the same, but the net movement in the top 10 holdings is less than 8,000 shares.

The opposite is true. A notification to the London Stock Exchange is necessarily required purely because of the transaction itself. It is irrelevant that no Pensana shares are being transacted directly as part of it.

Mumbles2021,

You wrote below, "no notification to the London Stock Exchange is necessarily required purely because of the transaction itself, as no Pensana shares are being transacted directly as part of it", but this is incorrect.

Mumbles2021,

You wrote below, "no notification to the London Stock Exchange is necessarily required purely because of the transaction itself, as no Pensana shares are being transacted directly as part of it", but this is incorrect.

If Pensana sells assets (e.g. 38.2% of its shares in Sable) and receives consideration valued at more than 25% of its market cap, it is a significant transaction that requires a detailed notification to the London Stock Exchange. The fact that no Pensana shares are being transacted directly as part of it is irrelevant.

Mumbles2021, I agree with you that the two funds are not "hedge" funds.

On 6 May 2026, FloatingBye wrote the following:

"I didn’t hear Paul Atherley say it was 2 large US funds.

I have documented:

“It's two very, very large funds, bigger than our existing shareholders. Our existing shareholders are FSDA and M&G. These are funds considerably larger than those.”

I didn’t hear any reference to the funds being US, however, I could be mistaken ."

I was also at the shareholder meeting on 9 March and I agree with FloatingBye that Paul said those things, but I thought he said the two funds were US-based, but I could have mis-heard.

On 6 May 2026, wrote the following:

"I didn’t hear Paul Atherley say it was 2 large US funds.

I have documented:

“It's two very, very large funds, bigger than our existing shareholders. Our existing shareholders are FSDA and M&G. These are funds considerably larger than those.”

I didn’t hear any reference to the funds being US, however, I could be mistaken ."

I was also at the shareholder meeting on 9 March and I agree with FloatingBye that Paul said those things, but I thought he said the two funds were US-based, but I could have mis-heard.

Mumbles2021,

You wrote below, "no notification to the London Stock Exchange is necessarily required purely because of the transaction itself, as no Pensana shares are being transacted directly as part of it", but this is incorrect.

In UKLR, a transaction is classified as a significant transaction where any percentage ratio is 25% or more.

The consideration test is calculated by taking the consideration for the transaction [US$150 million] as a percentage of the aggregate market value of all the ordinary shares (excluding treasury shares) of the listed company [353,515,226 shares * £1.00 * US$1.36 = US$481 million]. The result is 31%, which is greater than 25%, so the transaction is classified as a significant transaction.

UKLR 7.3 Significant transactions

Notification of significant transactions

UKLR 7.3.1

(1) A listed company must notify a RIS as soon as possible after the terms of a significant transaction are agreed.

(2) The notification must:

(a) state why the transaction is notifiable under UKLR 7;

(b) contain an overview of the transaction and the company’s reasons for entering into it, which includes the information required by UKLR 7 Annex 2 Part 1 (Information relating to the transaction); and

(c) include any further information the company considers relevant, having regard to the purpose of this chapter set out in UKLR 7.1.2G.