The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.
Short on Sandstorm now 7.23m (+95k) and 4.76%, Marl holding now 10.581m (+367k) and 8.09%
Short on Sandstorm now 4.7%, Marl holding now 10.214m and 7.81%
Man Group up to 3.921m and 2.9996% Increasing a long position 334,216 @ 0.9495
RNS 2 Amended Totals Mariana Parkwood 1.919m 1.47% K2 4.784m 3.66% +556k MMCap 8.919m 6.82% HGC Arb. 5.337m 4.083% +457k Man Group 3.586m 2.7439% Caravel Cad 1.446m 1.11% Samara Fund 3.172m 2.44% Samara Capital 1.392m 1.07% Anglo Ashanti 4.898m 3.74% TOTAL RNS 34.295m 28.295% Sandstorm Samara Fund (0.816m) (0.537%) Sand MMCap (6.671m) (4.39%) Sand inc 214k short MMCap 6.5m Warrants @$3.50 4.1% Sand MMCap 0.857m Warrants @$4.00 0.56% Sand
Updated RNS2 Mariana Parkwood 1.919m 1.47% K2 4.784m 3.66% +556k MMCap 8.919m 6.82% HGC Arb. 5.337m 4.083% +457k Man Group 3.586m 2.7439% Caravel Cad 1.446m 1.11% Samara Fund 3.172m 2.44% Samara Capital 1.392m 1.07% Anglo Ashanti 4.898m 3.74% TOTAL RNS 29.542m 22.057% Sandstorm Samara Fund (0.816m) (0.537%) Sand MMCap (6.671m) (4.39%) Sand inc 214k short MMCap 6.5m Warrants @$3.50 4.1% Sand MMCap 0.857m Warrants @$4.00 0.56% Sand
Updated RNS Mariana Parkwood 1.919m 1.47% K2 4.228m 3.23% MMCap 8.919m 6.82% +730k HGC Arb. 4.880m 3.733% Man Group 3.586m 2.7439% +150k Caravel Cad 1.446m 1.11% Samara Fund 3.172m 2.44% Samara Capital 1.392m 1.07% TOTAL RNS 29.542m 22.057% Sandstorm Samara Fund (0.816m) (0.537%) Sand MMCap (6.671m) (4.39%) Sand increased 214k short MMCap 6.5m Warrants @$3.50 4.1% Sand MMCap 0.857m Warrants @$4.00 0.56% Sand
Disclosures to date Mariana Parkwood 1.919m 1.47% K2 4.228m 3.23% MMCap 8.189m 6.26% HGC Arb. 4.880m 3.733% Man Group 3.437m 2.692% Caravel Cad 1.446m 1.11% Samara Fund 3.172m 2.44% Samara Capital 1.392m 1.07% TOTAL RNS 28.663m 22.05% Sandstorm Samara Fund (0.816m) (0.537%) Sand MMCap (5.961m) (4.25%) Sand MMCap 6.5m Warrants @$3.50 4.1% Sand MMCap 0.857m Warrants @$4.00 0.56% Sand
K2 partnership now at 4,228,450 3.23% Purchase 441,700 1.6497 CAD
MMCap holding now 8,188,857 6.26% Purchase 372,044 1.6702 CAD Purchase 165,200 1.6544 CAD Purchase 129,000 1.6584 CAD MMCap Short on Sandstorm (5,961,335) (4.25%)
HGC Investment holding now 4,654,825 3.561% Purchase 261,300 @ $1.6226 CAD
Thanks Ludeck. He might not be able to discuss the merger, but possibly could be pressed into disclosing whether they plan to release drill updates on both HM and Ergama via RNS to all shareholders prior to the vote. Indeed, he should be pressed into doing so on the basis that all shareholders are entitled to the most up to date relevant information prior to having to vote.
Per Masterinvestor article: But other tweeters wonder why the parties want the deal structured as a merger (needing 75% shareholder agreement by each company) rather than as a straight take-over requiring only 50% of Mariana’s holders. That will only become clearer later when the date for a vote is announced. Do they need 75% SAND s/h approval if they do a takeover deal? Sandstorm reserves the right, as set out in this Agreement and the Rule 2.7 Announcement, to elect to implement the Combination by making a takeover offer (which shall be an offer for the purposes of section 337 of the Companies Law) for the entire issued and to be issued share capital of Mariana (the Takeover Offer) rather than by way of a scheme of arrangement under Part VIII of the Companies Law.
I can't find anything in the documentation which suggest SAND shareholders have the opportunity to vote on this. SAND will need to issue circa 36m shares if the deal goes through. Their Annual Financial statements state the following (which suggests they don't need shareholder approval for the increase): 9 Share Capital and Reserves Shares Issued The Company is authorized to issue an unlimited number of common shares without par value
"The Hot Maden project is a unique asset with a robust cash flow profile that has the potential to more than double Sandstorm's attributable gold equivalent production once in full operation." Upon completion, the arrangement is expected to create a leading mid-tier streaming and royalty company. It is presently anticipated that Mariana will send its scheme document to Mariana shareholders around mid-May. The transaction will then go to a vote by Mariana shareholders, requiring a majority in number, representing 75% in value of scheme shareholders present and voting, to approve the scheme. That vote is expected to occur around mid-June and with a successful vote, the transaction would then go back to the U.K. court for final approval in late June. Sandstorm's cash and shares would then be issued to shareholders of Mariana. Sandstorm Market Cap. $535m
The board of directors of Sandstorm and the "Mariana Independent Directors" are pleased to announce that they have reached an agreement on the terms of a recommended share and cash acquisition.... Someone should have a word with the Independent Directors who are meant to be there to protect us.
HGC Arbitrage fund Shares held (1) Relevant securities owned and/or controlled: 4,393,525 3.361 Class of relevant security Purchase/sale Number of securities Price per unit --------------------------- -------------- --------------------- --------------- 0.1p ordinary Purchase 676,900 $1.5975 CAD
(a) Full name of discloser: MMCAP International Inc. SPC (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. (c) Name of offeror/offeree in relation to whose relevant Sandstorm Gold Ltd securities this form relates: Use a separate form for each offeror/offeree (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: (e) Date position held/dealing undertaken: 27 April 2017 For an opening position disclosure, state the latest practicable date prior to the disclosure (f) In addition to the company in 1(c) above, is the Mariana Resources Ltd discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) Class of relevant security: Common Shares NPV Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2,478,314) (1.73) (2) Cash-settled derivatives: (3) Stock-settled derivatives (including options) 6,500,000 4.10 and agreements to purchase/sell: 856,722 0.56 (2,505,200) (1.65) TOTAL: 4.66 (3.38)
Terms of the Combination · Under the terms of the Combination, Scheme Shareholders will receive 0.2573 New Sandstorm Shares and 28.75 pence in cash for each Scheme Share held at the Scheme Record Time. · BASED ON THE CLOSING PRICE of US$4.04 per Sandstorm Share on NYSE MKT and a currency exchange rate of £0.7788 per US$, on 25 April 2017 (being the last Business Day before the date of this Announcement), the terms of the Combination represent: · a value of approximately 109.71 pence per Mariana Share; The $4.04 was only used to give an approximate valuation. The offer is 0.2573 share per share so I would not think it could be fixed. We are also subject to exchange rate fluctuations to further complicate things.
The original offer = "Shareholders will receive 0.2573 New Sandstorm Shares and 28.75 pence in cash for each Scheme Share held at the Scheme Record Time." As the offer is to receive 0.2573 SAND shares per MARL share (plus the 28.75p) how can it not be based on the current SAND share price? Has this been amended?