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Https://my.slaughterandmay.com/insights/client-publications/a-guide-to-takeovers-in-the-united-kingdom/

May need to download the PDF from here.

File:///C:/Users/antho/AppData/Local/Temp/MicrosoftEdgeDownloads/cd98fd2a-9584-450d-b590-5e9c70522dc4/A_Guide_to_Takeovers_in_the_United_Kingdom___October_2023_4761.pdf

Dogstar

A takeover offer does not have to be from a Tanzanian company to obtain Tanzanian Government approval. That is a fact.

As I have said before the RNS clearly states in the event of a superior offer that is 10% above 13.5p, (14.85p) Saturn reserves the right to either withdraw the acquisition or to take part in a counter offer. Institutions can be litigated if they deliberately provide a poor service to their clients. If you can sell significant stock at 14.75p, but choose to sell to someone else at 13.5p when terms of conditions to Shanta staff etcetera are equal, that is a failure of providing good value to investor clients within their institutional fund.

In the meantime Saturn have got 500,000 shares cheaper than 13.5p if I read things correctly. I am hoping another gold miner starts buying Shanta stock.

RBW is already below the Bollinger bands. Last 3 times this has arisen resulted in a big move a week later usually with news.

As for China's pricing of rare earths it is unrealistic. Military and for that matter clinical demands for rare earths are going way higher and this is before any reboot in the climate protection agenda. Chinese government will reduce commodity prices before their New Year holidays and then a rebound later when other State companies benefit from the lower price. China has a habit of high grading its mining sites whether it is nickel, gold or rare earths and then leave behind an unmanaged asset on low grades to be managed afterwards. It is appalling management of natural resources and the same mistake is made by China every time. In fact it is a definition of insanity to keep repeating the same economic mistakes.

Daily RSI 32 Stochastics on zero. Heading into oversold territory.

Slowly getting there. If not today it could be tomorrow.

Well I added at 13.19p while the discount price lasts. Will keep adding more if discount goes bigger. RBW staff are probably on a holiday break. Likely to get news sometime in January on USA progress and then hear Brazil updates later on. RBW has always overestimated completion dates on lab work. The results although later were for the most part very positive.

When La Mancha arrived it was at 10p and this piece of good news should get us at least back to there.

Gold spot at 2080 is a breakout point. VIX is quite low and some concern was raised on bloomberg where it currently sits at a high level of complacency. Any black swan event and gold could move higher quite dramatically. Jessies cafe americain also picks up on these points this evening.

Https://www.zerohedge.com/news/2023-12-25/who-deep-state-cabal-illuminati-dark-ones-brotherhood-snake

A must read for Mr Tibbs.

Shanta gold has outperformed Barrick gold since September 2023. It is hardly struggling in the chart performance when compared with many other gold miners. In fact those who hold Centamin and Shanta will have observed very similar performance with Shanta getting an edge only during December. Shanta is only slightly behind HoC recovery performance as they complete a new mine, but have quite a lot of debt. The story of Shanta woe is us in the press was laid on with a trowel. It has probably succeeded in curbing some over enthusiasm towards takeover prices.

The key time frame are the first two weeks of January. The Board has either encouraged proper bids to be submitted on a takeover or they have this fancy alternative vehicle to go private. It is a shame that Centamin with $150M in the bank and $150M credit line are trying to work up a Doropo mine at 1.5g per tonne for the equivalent of a WK asset instead of just taking over Shanta and being a strong east Africa gold miner.

Tony

Last year after Shandong pulled out from buying Shanta Gold they acquired 20% of Yintai Gold and that process started in December 2022 and was completed in July 2023. Shandong acquisitions and deals have averaged $700M a year for the past 4 years or so.. They are looking to build reserves and resources. I suspect Shandong Gold is still a possibility when FTSE opens up again in early January.

Gold fields selling 45% holding in their Ghana mine only frees up $170M over several years. Gold Fields is probably losing a good 45,000 ounces from this sale per annum and this approaches a loss of 108,000 ounces in 2 to 3 years time. Acquiring Shanta recovers the loss in their production profile if they enter a bid.

China has a launched a 2024 gold coin for next month which the Chinese public can use as legal tender. Chinese buying of gold has increased by 7.3% during 2023 from January to 1 October according to Chinese Daily newspaper (published 15 December 2023). Jewellery demand was strong in November. Tony

All to be revealed. They need court approval first in Guernsey.

Sustainability capital increased their position in the September 2022 report from 6% to 8%. In October 2022 it was raised to 8.3%.

Years ago LO was a share holder and made profits from Shanta. They reappeared as Odey pulled out. The Odey issue changed the EV/Ebitda equation on Shanta and it has not recovered from it. Instead of 2.7- 3.0 it was taken down to 2.2 and 2.0 in October report.

The market distortion is not with Shanta alone during 2023. Shanta performance has little difference with Centamin, Gold Fields and Endeavour mining. Articles printed in Gold Eagle last night suggest that corrected valuation of gold miners is about to occur. This could soon make the whole acquisition process a farce if the share is allowed to float freely in the market. If Saturn short the Shanta share price via another entity in the market to control the price that effort becomes visible. I am not sure what happens to the commitments given by some at 13.5p they gave to Saturn in Shanta price breaks higher on a rally as they may in turn have a liability in not providing increased value on the funds they manage. Directors shorting the share price also become visible.

The company bought more kit in the summer with all our money as shareholders to increase future value and it still had $8M debt after that time. We do not have up to date figures to measure EV to Ebitda ratio and do not have a proper assessment of enterprise value. To use historical VWAP to determine the metric is applicable in raising money from the markets it is not the metric used in management buy outs of a company.

To offer around 7% on a management buy out is incidentally extraordinarily low. The company diluted share holders at nearly 25% at 16.5p. The buy offer at 3p below at 25% dilution is 0.75p loss. Instead of 7% premium it is actually a 7% loss for some longer term share holders who held money like investors and did not follow the actions of Sustainable capital. Both Sustainable Capital and Lombard Odier receive a healthy return on their capital. Six at 4.7% is possibly another winner. The 3 largest retail holders are at 21% being HL, II and AJ. Around 37% will be various non-institutional holders who hold at best under 3% each. A lot of these will appear in RNS notices after the holidays where it is greater than 1%. Institutions will also be a mixed position on 13.5P impacts them. Other private holders will have positions outside the big 3 listed.

Many of us are waiting to see if the management buy out offer gets taken out at 14.85p which does recover the loss of 16.5p buyers of stock who avoided dilution at that time and simply held since then. The company has withheld up to date drilling information that was due prior to the buy out declaration. Shareholders were denied sensitive valuation material from the company in not releasing that data. Furthermore Q4 results should be published before a voting date. Tony

Nav Mike

Quite correct Mike as gold breaks out the acquisition vehicle itself looks rather pointless. What it has done is brought attention to Shanta. However, none of the media emphasised the superior offer price currently the Board are open to. I hope many on here contact other PR departments in large gold miners with lots of cash wanting African gold miners like Shanta gold and let them know that the company can be sold at 14.85p per share if they want to acquire it and cancel the on-going privatisation route.

At this time it would be a great if someone put a short list together.

It appears the timeline likely to be followed is giving other bidders in early January to express an interest. The script written presentation given by Eric Zurrin clearly indicates that court approval is needed first, documentation is prepared for an EGM meeting, a vote timetable set and the high 75% bar needed to go through. Both Kenya and Tanzania Governments need to give their consent on the takeover. The deadline for completion is quite possibly June 2024.

I believe we may get a satisfactory timeline for price discovery on Shanta Gold value. If they rush this through it encourages a high volume no vote. If they take their time in January and February many other circumstances may arise and this situation then may either attract an alternative higher price outcome or that many holders do except the acquisition price then would be the case at this time. 75% is a huge bar to surpass and despite having more time it may still lack a majority.

The company should confirm if outstanding RNS reports are going to be published. The evidence is overwhelming that gold miners have been abnormally weak for the the last 4 months across the board to what they should be valued. The reason however has been in part market suppression. This happened in 2011 before the gold price breakout. Gold miners did rally 50% one month before the gold price breakout and retreated just as sharply one month after the top was in. The problem we all have is getting out as a peak is formed and rolling over. Tony

A quote on its website this evening.

Greed, often in company with hubris and fear, is a handmaiden of the corrupting influence of power and triumph of the will. Greed is contagious, and attacks the very contentment of society at its heart, turning it towards oligarchy and oppression. What the US has today is not market capitalism that predominantly rewards the merits and work of individuals, but a system of fraud and plunder by privileged oligarchs masquerading as fair and honest markets of legitimate valuation and price discovery."

Jesse, Greed Is Not Good, 19 December 2010

I believe that the current situation is about price discovery for Shanta Gold. They have explicitly made it clear for other entities willing to make a superior offer for the company to exercise that decision and the acquisition proposal may be withdrawn.

The question many should ask is what would happen if no offers arrive, and the board proposal is then voted down. There is a lot of disappointment at present expressed here, but lets just see if anybody out there wants to pay more than 14.85p a share for Shanta Gold. So many here believe it has a higher value. If that view is correct then perhaps we should expect the company to have a $200M in January by another entity. It is not a desire by greed, but genuine price discovery of what someone is willing to bid for the company. Our first major request is for a timeline that is sufficient to receive evidence of price discovery. The rules gave so many days last year and it would be fair if that was given again plus a week lost because of holidays.

I wish everyone a lovely Christmas and New Year and I extend that to all the staff in Shanta Gold and for all their hard work throughout this year.

All the best Tony

Creating more humans creates more carbon dioxide as millions more people exhale air. Stopping population growth would have a significant impact on future emissions but nobody wants to go down that road. More contentious then asking everybody to be vegan.

The volume just shot up by 8M shares. If someone is going to make a higher offer they will start buying stock.