Just going to add the points that they say reasons in favor and not in favor and whether or not they're points I think worth considering or not.
In favor
1."The Scheme will create a leading diversified mid-tier gold company with
complementary operations and growth opportunities in tier 1 jurisdictions"
✔
2."The Scheme combines two complementary gold businesses to deliver benefits to
SLR Shareholders not available on a standalone basis"
✔
3."The Scheme will immediately create a sector leading balance sheet and cash
generative platform that is well positioned to internally fund optimisation projects
and growth initiatives"
✔
4."The Scheme combines two complementary board and management teams, to drive
value creation for Merged Group shareholders"
??? Not sure about this one since two groups that have never worked together are about to start working together, whether they work well together or actually create value is questionable. The entity as a whole will create value, but the "two complementary board and management teams", I'm not so sure... I'm wondering what happens to the old board, i.e (8 from Red 8 from SLR compounded into 8) Where do the other 8 go? Redundancy? Do they receive payouts for redundancy or are they kept on? If they're kept on what are they paid? What is the new pay like for the new board? Does this mean administration fees will go through the roof with many more high paid executives? If anyone has any input on this or knows or if the booklet says anything about this, please leave a comment?
5."The increased scale and asset diversification of the Merged Group has the potential
to drive enhanced market significance and investor appeal"
✔
6."The SLR Directors unanimously recommend the Scheme, and the Independent Expert
has concluded the Scheme is fair and reasonable to, and in the best interests of,
SLR Shareholders, in the absence of a SLR Superior Proposal."
?✘ In the absence of a SLR superior proposal? Has the BoD been negotiating for a better deal?? I put a ? next to the ✘ because I don't know if they've been negotiating with Red for a better deal at all. I mean as the BoD your job would be in part to negotiate and see if there are superior proposals around? Red is obviously not going to offer 4 if the BoD is happy with 3.43 and haven't negotiated for more.
7."No SLR Superior Proposal has emerged since the Announcement Date"
?See Above at point 6.
8."SLR Shareholders may be eligible for CGT roll-over relief in respect of the disposal of
their Scheme Shares"
?✘ I put a ? and ✘ as they haven't actually secured the scrip on scrip CGT yet they've only applied, but the basic gist of a scrip on scrip CGT event from what I gathered is basically: SLR purchase price - Red sell price = CGT event so basically the same as if Red and SLR didn't merge just a normal CGT event that would occur if the entities didn't merge. The alternative here would be if they are unable to secure scrip on scrip CGT then you have a CGT event at conversion of SLR to Red shares. I.e You trigger a CGT event when SLR converts into Red so basically SLR purchase price - Red purchase price (whatever red traded for the cost after the 3.43 conversion) = CGT event and new shares are "purchased" in Red at new purchase price. I'm honestly not sure how this is a benefit to the scheme at all, like obviously scrip on scrip CGT would be better than the alternative but it's basically the exact same as if they didn't merge. If anything if they are unable to secure scrip on scrip then this would be on the negative side of the list. A forced CGT event should not be a positive thing? And saying that you have the normal CGT event of purchase shares at X and sell at Y triggers a CGT event is hardly a positive...
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Just going to add the points that they say reasons in favor and...
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