Member Info for RodneyT

Needy, I encourage all PIs to vote and make sure their vote via nominees counts by getting an acknowledgement from the provider. That's it. How folk vote is their choice not mine. I shall be voting Against myself. I'd rather keep owning our assets and have a bit of share price volatility than sell forever at thus price which I regard as a fire sale.

Safe travels PBOW, have a look at the share register once you've got over your trip. It will be a close call and massively dependent on turnout. Low turnout from us disproportionately helps the For vote. Have a look at my examples from a few days ago. We must all vote!

Understood Add, Cheers.

Yep, with you on that Add but that does not prevent an offer being made; it simply means the undertaking must be honoured until a defined release event occurs.Yes. A release can come from any party, including the giver of the undertaking itself, provided the offer is formally announced on clearly superior terms and the contractual release conditions are met.

Good evening Add and welcome back. I guess we have to be sure about what BHP contracted to do (and I suppose the S o A will cover that in even more detail). As far as I can see, BHP contacted to 1. Vote in favour in the 2 votes 2. Not to vote against the scheme, note dispose of the shares before the vote, not accept a higher offer for the those shares unless a higher offer condition is triggered. What they didn't contract to do included. 1.Not to make a competing offer 2. Not to bid for SolGold 3. Not to participate in an alternative transaction 4. Not to change its commercial assessment 5. Not to act in its own interests as a bidder.

My understanding is there is no standard UK irrevocable that lawfully restrains a party from bidding. and that such a clause would raise serious Takeover Code and public policy issues.

BHP could be sued for breach of contract but only if they breached what they have contracted to do.

NMM, to support what is said in RNS 24/12, I just looked at what TP/TC rules say. They treat irrevocable undertakings as voting or acceptance commitments only, not as restrictions on bidding. They are disclosed as “offer-related arrangements” under Rule 21.2, but the Code contains no rule preventing the giver of an irrevocable from subsequently announcing its own offer. Competing bids are expressly contemplated under Rule 2.7 (Announcements of firm intention) and throughout the Code’s competitive bid framework, and the General Principles (in particular General Principle 3: equality of opportunity for shareholders) are designed to preserve choice rather than exclusivity.

In practice, an irrevocable anchors process but does not remove alternative outcomes, including a counter-offer, during the offer period. So there we have it. It is plausible and possible for BHP to launch its own counterbid even though they have given their irrevocable commitment to vote FOR the JCC bid as outlined in the Scheme.

Yes, NMM, they have 'committed their votes' but one of the escape routes leads to something they may have wanted all along and where we are now is just a strategy to get there. There is scope for this based on 24 Dec RNS. Interesting times!

Cheers Mathers. Was just thinking, after Noront and the aborted Anglo move, stepping in successfully as a white knight at SolGold would be a clear reputational and strategic win for BHP’s board. They could do with a break what with the poor share price performance compared to other miners and the environmental court cases they're involved with. Something to celebrate could be just the tonic for them and their shareholders.

Oh, OK Mathers, I misunderstood. Apologies.

Mathers, If you're happy with the price, did you think about selling now over 28p then using the proceeds to invest in other things? Can't see any reason to tie the cash up for the next 2 weeks and then get less that you can sell for now.

NMM, Don't think so based on the 24 Dec RNS. The commitment BHP and the others have given irrevocably is to vote their shares in favour of the JCC bid and they are bound to vote that way. This does not prevent them making a superior competing offer, or recommending or supporting a higher bid and therefore triggering release from their own undertaking (if price / terms thresholds are met) Irrevocables do not equal deal certainty and are conditional, not absolute. Actually, I suspect BHP are not out of this at all. Assuming they are remotely interested in owning a new Tier 1 Copper/Gold/Silver resource, it may suit them not to open the bidding. Based on how low the bid is, there is plenty of room for a counter so the 'irrevocable commitment' isn't worth that much in certain scenarios.

Quite right Damers. Then there is the approval of the Judge. Mr Justice Zacaroli rejected Hurricane Energy's proposals. I am keeping a close eye on process and procedure here. Needy trashed my reference to this aspect a few days ago. I have worked harder on it since then. A very sound line of enquiry because its foundations comprise all the things the Company has stated and done rather than 'opinions'.

Also, BHP, Newmont, etc. Their early support for the 28p Scheme was never certainly a final surrender of control but instead could very well have been a way to let the process run while keeping maximum strategic flexibility. As of now, with the shares trading above 28p four days before the S o A is due to be published, and institutions like JPM and Barclays on the register, the market is signalling that clearance is not assured, leaving BHP, Newmont or any other party fully free to intervene and counterbid having seen how the situation has developed (see JPM, B above).

Yes Damers and based on Stas20's numbers subsequently backed up by DV on his LinkedIn page (NAV165p) the current Scheme must not complete in order for the gap to close. With three days to go, share price above 28p, and JPM + Barclays embedded in the register, the market is signalling that this is no longer a remote possibility. There are several ways in which the Scheme will not complete. One of those is a higher counterbid.

Needy, I think you will find they are not! 😀

PS, you are 100% correct. There is just over a month for a counterbid to be announced. The whole thing could go on for months if there is another bid then a counter and so on. The former is codified and framed within the TC. Not an opinion, a fact. My opinion is that there will be at least 1 counterbid. That's an opinion though, not a fact.

Pbow, We haven't always agreed but the debate has been great and I hope you stick around here. I guess I am more upbeat than you right now? I expect a counterbid and do not believe that JCC will end up owning Solgold. I am not saying I am right, of course. That is just my opinion.

Needy,

Do they offer anger management courses in Australia? Lashing out at folk constantly must be so harmful to you.

Not quite, Needy. CA 2006 covers fiduciary duties of directors to ALL shareholders not just the largest one. JCC nowhere near 50%+ anyway.

Blocking the Scheme does not automatically hand SolGold to JCC but it would likely create a period of uncertainty where influence can increase, but control is still constrained by law, votes, and litigation risk. The danger would be slow erosion of value, not instant confiscation.

Needy, Volatile and probably down in the short term I guess - but we'd still own the asset as there would be no successful fire sale, would there? A new Board and away we go. No point hanging around if you don't believe in true price discovery, Needy. Anyway, we are in prime counterbid territory for many weeks hence. I think it will be an exciting journey. Enjoy, Needy! :-)