Member Info for RodneyT

Under the Takeover Code the Scheme document has to be published by 21 January. Once that happens, shareholders are put onto a very tight and largely irreversible timetable towards the vote and Court approval. From that point on, the process becomes procedural rather than informational, so what shareholders know before the Scheme is published really matters.

At the moment we are in an offer period, trading just under the bid, with no substantive updates from the Company. That creates an information vacuum. In that environment, arbitrage funds can model outcomes and manage risk, nominee-held shares tend to default to certainty, and we are left making a permanent decision without any fresh context. That is not an allegation, it is simply how Schemes operate in practice.

Silence is not neutral for PIs!

It narrows the decision frame at exactly the moment when optionality is about to disappear. This is why disclosure discipline matters. Under MAR, if there is material information it should be disclosed promptly, but equally, if there is genuinely no material update, saying that there is no update can itself be helpful. Knowing that there is no news is better than being left guessing in an offer-period vacuum.

This also matters from a Court perspective. When the Court later considers whether a Scheme is fair, it looks not only at the voting mechanics but at whether shareholders were given a fair opportunity to decide on a full and current information set. Timing and communication are part of that assessment.

None of this implies wrongdoing. It is simply a process point. In a Scheme, timing shapes outcomes, and silence tends to affect small shareholders far more than institutions with hedges or intermediaries. Also remember that funds usually have their exposure via swaps rather than actual shares and often take out shorts too. Most of us here don't enjoy those luxuries or even have access to them as institutions do.

I’ll be contacting ISS and Glass Lewis ahead of the Scheme vote. This isn’t about making noise or pushing a narrative, it’s simply about process. We’re being asked to make a permanent decision on a pretty tight timetable, at a price well below long-discussed NAV levels, and without any meaningful update from the field since the deal was announced. ISS and Glass Lewis are independent proxy advisers. Their job is to look at deals like this for institutions such as tracker funds and active funds and assess whether the price, disclosure and timetable are fair to minority shareholders. If everything stacks up, fine. If it doesn’t, it’s important that’s flagged before votes are cast.

I get the point Add, but especially at a time like this it’s important to be careful. Boards like these aren’t the right place to discuss actions, coordination, or legal angles. That’s not about secrecy , it’s about avoiding misunderstandings and unintended legal or regulatory issues when things are finely balanced.

What I’m posting here is limited to publicly observable process points. Anything beyond that has to be handled elsewhere for practical and legal reasons. solgsmallshareholders@gmail.com

Add, I’m deliberately not discussing actions here. My contribution is limited to the process point: timing and information matter when shareholders are being asked to make an irreversible decision. People can decide for themselves how to respond.

Just been reviewing today's register and comparing it to previous ones.Nothing improper is being alleged but the register has changed an it shows retail out and nominee-held stock in. In a Scheme, that kind of ownership favours certainty and speed, not debate. That’s why silence matters now. If shareholders are being asked to make an irreversible decision, it’s reasonable to expect a full and current information set, not one shaped by timing.

Add, With the Scheme of Arrangement due by 21 January, shareholders will soon be locked into a permanent decision and, in the meantime, are deciding whether to sell or hold based on what was announced on 24 December almost 2 weeks ago. At this stage, the key issue isn’t debate about price — it’s whether shareholders are being asked to vote on a complete and up-to-date disclosure record, or on a narrative shaped by timetable and deal momentum.

Aqu,

Arb Funds after hours most likely and Arb buying helps a Scheme of Arrangement because it reduces uncertainty, not because anyone is doing anything improper.

Arb funds buy once they believe the scheme is likely to complete. They’re not backing the company or the bidder, they’re backing process certainty. As they buy stock from PIs who want out, two things happen.

First, the share register shifts toward holders whose economic interest is scheme completion, not optionality. That makes the vote cleaner and more predictable.

Second, the share price hugs the scheme price. That removes day-to-day volatility and reinforces the sense that the outcome is 'inevitable'.

None of this requires collusion or intent. It’s just how arbitrage works in a live scheme. The effect is that silence and delay matter, because arb buying happens before the vote, not after it.

Just my view on mechanics, not motives.

:-) Sorry Mather ;-)

Thanks MS - check out my remarks about HE and Mr Justice Zacaroli.

People sometimes forget how discerning Mr Justice Zacaroli was in the Hurricane Energy case.

He didn’t intervene because shareholders disliked the outcome or thought the deal was cheap. He intervened because he looked hard at process and information. In particular, whether shareholders were being asked to approve an effectively irreversible outcome in circumstances where alternatives were framed as unrealistic and the process created a sense of inevitability.

The lesson from Hurricane wasn’t “courts will save bad deals”.

It was that courts will scrutinise schemes that rely on inevitability narratives, compressed timetables, and constrained information, even if the mechanics look tidy.

There are obvious parallels with SolGold. Shareholders are being asked to make a final decision on a tight timetable, while value-relevant updates are absent or delayed and the scheme price becomes the only anchor. That’s not about intent, it’s about effect.

In some ways SolGold is even more sensitive than Hurricane. Hurricane was a distressed oil producer with limited optionality. SolGold controls a Tier-1 copper asset at a time when copper is increasingly viewed as strategic. The stronger the underlying asset and optionality, the higher the bar on ensuring shareholders are deciding on a properly informed basis.

That’s why the real vulnerability here isn’t price or voting maths. It’s disclosure fragility and timing. Those are exactly the kinds of issues Justice Zacaroli showed he was prepared to interrogate carefully.

Just my view as a shareholder on process and risk.

Issues around whether shareholders voted on a properly informed basis are exactly the kind of thing the court looks at when deciding whether to sanction a scheme.

Ort,

I get the frustration, but I think it’s important to separate effect from intent here. There are restrictions during an offer period, but routine factual and operational updates are not automatically prohibited. That said, we don’t actually know why the Board is being silent, and it’s risky to ascribe motive or suggest they are acting for the benefit of any particular bidder. What is fair to say is that the effect of prolonged silence at SolGold is that shareholders are making the decision to sell with no new information, while the scheme price becomes the only anchor. That naturally increases outcome certainty, regardless of anyone’s intentions. So the issue isn’t “who benefits” or why.

It’s whether shareholders are selling based on a complete and timely information set and whether they will be asked to vote based on the information set we have now too. That’s a process and governance question, not an allegation.

Just my view as a shareholder.

I was just wondering, what new, value relevant information have shareholders been given by the Company since 24th December when the scheme was recommended which could help us make an informed decision now and when voting in due course?

A 'No' vote at the envisaged S o A vote would not be a vote against a future sale. It would be a vote against this deal, at this price, under this process.

If nothing changes from now, shareholders will be asked to decide while there have been no substantive company updates on matters previously flagged as material. Private investors are selling in an information vacuum, arbitrage funds are buying, and the outcome is becoming more certain before the vote.

A 'No' vote simply blocks a managed transfer of control at 28p and keeps options open. The company stays listed, optionality returns, and leverage comes back to shareholders.

A Yes vote locks in certainty at a low price.

A No vote preserves upside and accountability.

Just my view as a shareholder on process and risk.

Just a thought, shareholders can’t compel news, but they can highlight when prolonged silence becomes a MAR and scheme fairness risk. I would like to highlight this point as of now.

As we know, during an offer period, companies are expected to disclose material factual developments. A binding CIPA would clearly be price sensitive. The Code restricts actions rather than information, and Market Abuse Regulation points in the same direction. Once an agreement of this nature is signed, prolonged non disclosure can itself become the risk.

This leaves only a small number of possibilities. The CIPA may not yet be signed, it may be signed but not yet announced or it may be signed subject to conditions that still justify disclosure in substance.

It is also worth noting that arbitrage investors are not aligned to any particular bidder. Their positions respond to changes in expected value. If a signed CIPA were to improve the standalone case or increase the likelihood of a revised or competing offer, arbitrage positions would naturally adjust.

The timing of any such disclosure therefore matters. Private investors are currently selling in the absence of new information, which is a rational response to uncertainty. Those shares are being absorbed by scheme aligned arbitrage funds. If a value changing disclosure were made only later, many shareholders would already have exited, and the register would already have shifted.

This is not a question of intent, but of foreseeable market effect. Silence in this context is not neutral. It influences outcomes through timing.

It is indeed, Bob, thank you. solgsmallshareholders@googlemail.com

Some have sold, yes, but most have not. News is overdue and it is mandatory to release significant news. It is understanable that some have sold based on no news but those steps help the bidder as the arbitrage funds use the bid price in their outcome calculations.

Sure. CA 1986 matters now because, once SolGold entered an offer period, the TC re-engages the CA doctrines (especially improper purpose and unfair prejudice) that prevent directors from steering, suppressing value, or facilitating a change of control at an undervalue, even by inaction. In a nutshell, CA 1986 is very much applicable at this time.

Med, 28p is subject to a vote and events between now and then. It is not firm at all. In any event, see my previous note about the strict rules applicable.

Med, Incentives don't come into it. MAR , CA1986 and TP Rule 20.1 all apply to Solgold and they are totally obliged to adhere at all times. No incentives or choice come into it.