RE: Scheme of Arrangement21 Jan 2026 22:01
Sadly, I read in that link that any argument regarding unfairness of value would be rejected by the court since it is not their function to assess value. So the options for shareholders really become:
1. voting and hoping to ensure the 75% threshold is not reached - JCC shares don't count in this regard, so it's for the remaining shareholders to vote/decide. The implications of JCC losing this vote are that then they could go hostile and that would be a nasty mess for all shareholders, or they could pull out and the stock price would likely crash. Since Solg have spent $20m in this acquisition process to-date, and they still are nowhere near to satisfying tranche 3 of FNV, Solg must be nearly broke, in which case, they would be desperate and would have to raise equity at a significantly lower price i.e. more shares/more dilution. Equally JCC could up the price to try to win over the voters and get the deal over the line. I'm not sure where I stand on the risk attached to any of these possible outcomes. The anarchist in me wants to vote no because 29p sucks, but 2 out of 3 of the possible outcomes are financially damaging
2. We vote for the 28p offer and it succeeds. This means JCC would win and we'd get 28p. This is a known quantity.
3. We hope that there is a counter bid/bidding war. I read that any potential bidder would have to get their bid finalised 7 days prior to the court date, or it wouldn't succeed. So this means essentially by Feb 16th or maybe Feb 13th(!). If there is a competing bid, then the timetable is reset to that of the competing bid. This is uncertain also, but still possible in the way the scheme is written as it permits competing bids.