The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.
http://ir.q4europe.com/Tools/newsArticleHTML.aspxsolutionID=3676&customerKey=Solgold&storyID=13765355#_Toc502140236
@Pbow the eligibility is not just executives or non-locals:
"Under the Share Incentive Plan, eligible participants includes the directors, officers and employees (including both full-time and part-time employees) of the Company or of any designated affiliate of the Company and any person or corporation engaged to provide ongoing management or consulting services for the Company or a designated affiliate of the Company (or any employee of such person or corporation) are eligible to participate."
"Benefits
Employee benefits include share based payment transactions and retirement benefits. The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the Option, volatility and dividend yield and making assumptions about them.
The Company pays superannuation and pension entitlements as and where required. Contributions payable for the year are charged to the statement of comprehensive income. Other than where noted below in "Employment Agreements and Potential Payments Upon Termination", payments to NEOs are inclusive of retirement (superannuation) payments.
In Australia, employees have a choice of where superannuation contributions are paid, which has to be a registered superannuation fund, run independently of the Company. Employers have to pay compulsory superannuation contributions (currently 9.5% of ordinary time earnings) for eligible employees on amounts earned up to the maximum superannuation contribution base (which is currently A$51,620 per quarter).
The Company makes payments in accordance with applicable legislation (i.e., United Kingdom and Australian legislation) and does not operate a defined contribution plan. However, the Company makes superannuation payments. The effect of the payments made by the Company pursuant to such legislation is similar to that of a defined contribution plan. "
Taken from the RNS linked to above
Apologies Solgfinger wasn't trying to have a go, you're one of the good ones. Just tried to help people on this board see the bigger picture (what we are privvy to at least - there will be plenty going on we won't/can't know about).
GLA
Pbow the employee options were "authorised" at the last AGM in 2017: Wording from the resolution that was approved:
"Long-Term Incentive Compensation
The share incentive plan (the "Share Incentive Plan") of the Company was adopted by the Board in July 2017 and approved by shareholders at the annual general meeting held on July 28, 2017. The Company understands that the establishment of a balance between short and long-term compensation is essential for the Company's sustained performance, including its ability to attract, motivate and retain a pool of talented executives in a very competitive employment market as well as to ensure a proper alignment of the NEOs' interests with those of shareholders. As of June 30, 2017, no Options have been issued under the Share Incentive Plan."
DYOR
Solgfinger what is there to update about - all drilling and cores are going into the MRE2, that is where all the work is going. Why release core assay results spending time and money with bitty updates when everything knows that everything is going hammer and tong to get the MRE2 out?
- Presentation said that MRE2 to come out in December
- Regional updates to come soon (from Anna's presentation).
- BHP still took over 11% of the company in the past 2 months which supercharged and re-rated the company.
- Newcrest still major shareholder.
- Blackrock is still a major shareholder
- $104m in the bank to fund everything.
- Awaiting drilling permits to get started on the other sites (in particular Blanca) early 2019
The AGM is coming up in December (I think).
Everything else is out there in the presentations, RNS etc...? What else do you want to know? Sorry for the tone, just get frustrated with everyone's need for day to day news releases, let them get on with what they've told us they're doing, there was a presentation yesterday that gave us everything they needed to tell us!
GLA and DYOR
Danny the papers for the AGM are due to be circulated (and released via RNS) in the next few weeks. You will also be able to get a proxy voting form at the same time that you can fill out and email to Karl (CoSec) who will submit the vote on your behalf on each motion.
I am going to personally support all recommendations as they are deemed to be positive by Management and staff who are driving this complex, ambitious and (so far) successful campaign that is increasing the value of my investment while I sit on my butt and type on a keyboard. I believe that NM and management know, better than I, what is good for this business and will help increase value for all.
A small dilution to my investment within a company that is currently under-valued based on a single project (Alpala at present) with a few million £s attributed for the other projects is nothing. I think people need to see the bigger picture here, the Blanca Epithermal Gold project alone COULD act as a multiplier for the current share price, the updated MRE SHOULD increase the value of your investment, the PEA SHOULD increase the value of your investment.
Take a longer term view that Management will know what they need to do to motivate, retain or whatever their teams and I don't mind the Board getting options, they put in the work, they have taken the company to where it is, not us (at not since the early days where we got to participate in the raisings).
I personally just think people need to support NM and management and vote to support them as they've not led us wrong so far....
Just my own personal opinions, each to their own, GLA and please do your own research.
Hi kcfb the expiration is in 3 years time but can be exercised at any point in the 3 year period... Some wait to the end of the period to allow them ample time to appreciate (and get funds together) and maximise profits.. DYOR
Schlemiel he has been playing a blinder and he delivers what he says he will (may need to get him a calendar given some of the small delays to bits and pieces, lol).
If you look back to the environmental permitting back in 2013 (and possibly a bit earlier) and plot the key milestones to where we are now it forms a pretty decent timeline (and would make a good book to keep NM busy in retirement in 10-20 years) and seriously clever thinking.... Just my own opinion, others will think differently.
I keep hitting refresh on the precious metals summit page - want to see Anna's presentation recording! #busytuesday....
GLA
schlemiel - it's not a fund raising exercise but does raise some funds straight into company coffers.
For me if it incentivises Ecuadorian staff (particularly locals who live near Cascabel and the other projects) and gives them ownership then that helps to protect and promote the project amongst locals. This helps to create a social cordon around the site and reduces issues with locals that could slow down or stop mining projects.
I agree with some on the board who have issue with the strike price and I would also have hoped it would be north of the last 60p options issued to Directors (given how far we've come since then) but we'll see how it goes with the vote at the AGM - should show where support lays with major shareholders....
GLA and DYOR
TY Schlemiel so we could expect some holding updates due to thresholds being passed due to dilution from the BHP shares... E.g. BlackRock. Unless they've been topping up to remain within certain thresholds... :)
Hi BBG, thank you for your insight. I agree with most of your points. The only snag is that CGP can't sell their ENSA holdings without first offering to Solgold, we hold pre-emptive rights over any disposal of their ENSA holding. Hence why they were going to Spinout their non-Solg/ENSA assets to encourage a takeover to maximise shareholder value for CGP. An interesting story is indeed unfolding... :) GLA
Zoros you haven't read the RNS correctly, if someone else places a bid for the company they can then bid, and they can also bid if first negotiated with the Solgold board so it is recommended to shareholders, either way it will ensure good value for the company
If they do top-up it'll be on the open market or from an existing shareholder as they have no anti-dilutionary rights above 10% now. The 14.54% anti-dilution rights expired in June of this year and their 10% anti-dilution rights expire in August 2019.
http://ir.q4europe.com/Tools/newsArticleHTML.aspx?solutionID=3676&customerKey=Solgold&storyID=13627379
"As part of securing this placement, SolGold has agreed to a revision to the subscription agreement with Newcrest Mining Ltd to include an anti-dilutionary right to participate in any new equity raisings for a period of 12 months at a level of 14.54%. Â After this 12 month term, the terms of the original subscription agreement with Newcrest dated 30 August 2016 continue, providing Newcrest with anti-dilutionary rights at a 10% level until 30 August 2019."
Smickster Newcrest aren't held to that amount, they can buy on the open market if they wish, their anti-dilution rights were set at 14.54% but expired in June of this year so now is only 10%. Be interesting to see if Newcrest decide to increase their stake (will need to anyway to retain 14.54% as they will be diluted by the BHP SSA).
The reason BHP were allowed to buy up to the 14.54% level was probably trying to do right by Newcrest as they weren't invited or certainly didn't participate in the last two raisings now... and have provided Solgold with a lot of technical advice etc... If Newcrest are threatened then they can increase their stake.
BHP can also increase their stake through "certain permitted acquisitons." -> I read that as via Takeovers or mergers (looking at CGP).
"a right for BHP to acquire up to 246,634,271 shares in SolGold (not counting shares acquired by way
of certain permitted acquisitions);"
The standstill agreement with BHP also becomes null and void if someone else bids for Solgold.
It is a very well constructed agreement to have been pulled together and agreed in a mere 6 weeks (assuming chat about the SSA began as soon as BHP announced it was buying Guyana's Solgold stake)...... Complete guesswork and potentially pure fantasy, but perhaps the BHP raising conversation began before BHP bought the stake off Guyana... DYOR and research, GLA
1. Cashed up to take us to feasibility (i.e. get the funding secured for development)
2. Was done at a hefty premium to 20 day VWAP which shows that BHP see 45p as good value/potentially cheap
3. BHP can purchase up to the exact same level as Newcrest so 14.54% of the company
4. 2 majors with Directors on the board (if BHP take up the option)
5. Stipulation that BHP have to vote with 60% of the non-BHP vote... as Newcrest have the same stipulation then technically the Board only have to secure 60% of c74% of the votes (14.54% Newcrest and 11.02% BHP have to vote with the board) so c44% of the votes... this protection should help to avoid a hostile bid on the cheap...
6. The SSA doesn't stop BHP from competing if there is a competitive bid - "The standstill in respect of SolGold ceases in the event that a third party makes an offer to acquire SolGold"
Well played Solgold Team and NM... DYOR of course. Am hoping they release the detailed agreement on SEDAR as I want to find out what "a right for BHP to acquire up to 246,634,271 shares in SolGold (not counting shares acquired by way of certain permitted acquisitions);" relates to. My assumption is it relates to a takeover of CGP and their shareholding but could relate to other stakes as well... perhaps even a takeover of Newcrest?!?!? I think someone posted an article that alluded to that at some point, perhaps in the AFR?
GLA and DYOR