RE: Farallon Holdings26 Oct 2021 21:56
09:40
Goldstinger – I’ll try to answer your points in turn.
1) It’s got comparatively little to do with the wording in the TR-1s. I’ve told you before that the intra-party agreement within CHONS is private and does not require to be made available to anyone outside of the parties concerned. That said, I know/have met/am in contact with some of the original GB founders’n’funders. Before you or Jofhobbit go off on another of your bewildering conspiracy theories, I had not met one of these individuals prior to the PANR/GB merger, although I had met Riverstone in my professional capacity some time in 2013/14.
As I’ve informed you previously and repeatedly, the reason for the two classes of shares (voting/non-voting) was to provide a legal workaround of the RTO rules. Of the remaining CHONS holding of 118m, we suspect Farallon is likely the beneficial owner of the majority of that block but we don’t know if it’s 51% or 81%, for example? I am trying to find out the approximate % ownership of the 118m shares, Farallon:GB founders’n’funders. Once I find out, I will post it here.
From communications with some of the original GB f’n’fs we know that the intra-party debt is “very, very, close” to being repaid. The intra-party agreement remains in place and CHONS is not ready to be dissolved quite yet.
A tiny wee correction for olderwiser. On completion of the merger, CHONS owned 205,833,800 shares and now owns 118,330,855 so CHONS has sold 87.5m PANR shares since the beginning of 2021. [happy to be corrected]
Goldstinger – immediately after the merger was finalised, CHONS owned 102,471,055 non-voting shares. The reason there’s no need for any shares to remain non-voting under the current capital structure is that CHONS hasn’t supported any company fundraisings since the merger in Jan ’19 and therefore has been arithmetically diluted. In addition, CHONS is now miles below any ownership percentage which would transgress the RTO rules. Best practice on the part of any holder would naturally see non-voting shares being converted to voting shares, which is exactly what has occurred.
“I think all the non voting shares didn't count towards their holding percentage until converted.” For the purposes of TR-1 notifications, only the voting shares owned by CHONS expressed as a percentage of the *total voting shares on issue* is required by the stock exchange. However, for the purposes of the RTO rules the total beneficial ownership does become an issue, thus the requirement for the two classes of shares.
“This is the lowest their holdings have been for a while, isn't it?” Correct, lowest beneficial ownership figure since the merger.
(Part One, to be continued above)