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Simms, did you miss my earlier reply to you, or simply choose not to reply. Please explain what I've missed.

As you say, just because 28.8% of the vote has to vote for Metals, that doesn't stop another 9.6% voting against it it's torpedoed (as you vividly put it). However, I then pointed out that, if a competing offer comes along, those same 28.8% is also obliged to vote against the better offer. So it won't be possible to secure 75% in favour of the better alternative.

Simms, the JM warranty means everything if a better deal comes forward. He is obliged to vote against it, so that better deal cannot get the 75% required

Bob, just trades printing late (usually a whole day late) so they are unknown in the sense that this website cannot work out if they are buys or sells.

Clutching at straws here. The board have promised to (a) vote in favour of a resolution to let MTL buy under the terms on the table, and (b) not vote in favour of any competing bid.

(b) is not the same as them pledging to vote against a competing bid. If they do that, all higher bids will fail, because 28.8% does not leave room for 75% to be in favour. But if they simply don't vote at all, then 75% of votes cast could be in favour of the competing vote.

Theoretically (as in, I'm not claiming to know this is what happened):

If: (a) no other company that was on non-binding was willing to make an offer at this time, and (b) MTL was willing to make one, but only under the condition that the directors bind themselves to vote against any other offers: ... Would that still be a conflict of interest? Could they then argue that not entering into that offer would be not pursuing shareholders best interests because it would be to come away with nothing.

Kill the sale, but not push through one to them instead.

What did you make of my post at 14.19?

There's an arbitrage trade for sure. Currently the deal (excluding CVR) is 31p equivalent.

I also suspect half the CVRs may come good and quite quickly. It's max 10p total, but that's 5p + 5p. The first 5p is on first gold pour, and is a fixed amount. It's the second 5p that is elusive and where the amount could vary (capped at 5p).

EMS is 10k

If you want to buy MTL, and are happy to buy it today regardless of what happens in the future, then I guess you have a choice of 5.7p buying directly, or 4.5p by buying Condor shares for 28p to get 10p cash back and 4 MTL shares. ... If it goes through

Yep, these things are always two separate meetings, one requiring 50% and the other 75%. I think this came up on this board a couple of days ago.

So, Jim has 24.6%, and there are total irrevocable undertakings representing 28.8%.

So for this to fail, you just need nobody else to vote in favour, and 9.6% to vote against, and it's gone.

But: If anyone (Calibre) wants to put up a competing bid, my initial thought was that they'd have to be better by enough margin to get their vote through knowing Jim is legally obliged to vote against them.

Then I did the maths. Jim has 24.6%. That makes it easy to get the MTL bid to fail, but impossible to get any rival through. Calibre (let's say) would also need 75% to pass. With 24.6% already pledged to vote against, they'd need 73.8% to vote for them. That means a 98.4% turnout with every other vote going in favour of Calibre. Ain't going to happen.

There are two ways out of this maze. The first is for this vote to fail, but without a rival in place. Calibre let it be known by RNS that if this fails they'll make an offer, and the Condor lets it be known that they'd recommend Calibre's offer. The meeting to approve MTL fails to pass. I take it Jim is then released from his undertaking. The alternative comes in and passes.

The second is for Calibre or another party to buy the assets off Condor (mine + mill). Jim would probably still need to vote against them doing that. It probably would come to a shareholder meeting, as it would turn Condor into a cash shell. But then it would only need a straight majority to get it through, not a special majority.

Whatever happened to it, it was never a binding offer

We get a vote

The terms of the Offer will be put to Condor Gold Shareholders at the Court Meeting and the Condor Gold General Meeting. The Court Meeting and the Condor Gold General Meeting are required to enable Condor Gold Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Condor Gold Resolution to implement the Scheme. In order to become Effective, the Scheme must be approved by a majority in number of Condor Gold Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted. In addition, a special resolution implementing the Scheme must be passed by Condor Gold Shareholders representing at least 75 per cent. of votes cast at the Condor Gold General Meeting.

@ElectricLion - as we were discussing this morning: "The undertaking from Galloway will remain binding in the event that a higher competing offer for Condor Gold is made"

And the MTL offer is now formal

Well, at least you didn't name your new account MelvynBragg.

The asterisk was because the person I was responding to, whose username starts with the name of a Danish king famous for his tide antics in Saxon times, has chosen a username that is masked by LSE.

@**** - the deadline is 29th december.

I'm a little confused.

Lots of shareholders of MTL are popping up here. This is really useful, since it's a great way to learn a little more about the company that is the first to make their non-binding offer public.

However, the messages are mixed. On the one hand, we are being told that this deal is not the best way for MTL to use its cash, so people hope that MTL walks away. On the other hand, we are being told that CNR shareholders should be grateful that we'll own paper in such a wonderful company.

Which is it? Do shareholders at MTL think this deal is good or not? And is that good for MTL, good for CNR, or both?

The CVR is nothing more than an attempt to make the offer look like 44p instead of 33p

.

That one sentence - so important it deserve pulling out into a post of its own