RE: JCC takeover23 Dec 2025 09:12
Good morning Add. Yes, things are rarely straightforward at Solgold!The confusion is understandable and really comes down to mixing up what JCC has talked about with what it has actually committed to. My view is that presenting things in this way was entirely deliberate!
The mechanics themselves aren’t controversial. Under a SoA, JCC doesn’t get to vote its own shares and needs 75% of the votes cast plus a majority in number. Under a contractual or tender offer, there’s no vote at all. Shareholders simply decide whether to accept, and JCC’s existing stake counts automatically. On a purely mechanical basis, a tender offer is clearly the easier route to control and that point was agreed yesterday I think.
The apparent contradiction only arises when people ask why JCC would mention a scheme at all if a tender offer is easier. The answer is that they haven’t actually chosen the scheme. They’ve only said that if an offer is made and if it’s recommended, it’s intended to be implemented by way of a scheme, while very clearly keeping the option to switch to a contractual offer later.
That tells you two things at the same time in my view. The reference to a scheme is about signalling rather than commitment. It projects seriousness, board alignment and a clean 100 percent outcome (big emphasis on 'projects', but it doesn’t bind anyone. And at the same time, the tender offer remains the safety net. If pricing, nominee mechanics or voting maths make a scheme look risky, JCC can pivot to the easier route with Panel consent.
So at this stage JCC isn’t really risking anything. Both doors are still open.
It’s also worth saying that while plenty of friendly deals are done via tender offers, in this situation talking about a scheme does a bit of extra work. It reinforces the Board’s “minded to recommend” stance, dampens white knight speculation, makes the process feel collective and pushes the focus onto price rather than tactics. That’s why it’s being discussed now.
Put simply, a scheme would be harder for JCC if it were actually pursued, but JCC hasn’t committed to it. The scheme language is about positioning at the indicative stage, not locking themselves into a risky path. When and if a firm offer appears, the structure they choose will be the real signal of how confident they are.
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