Amerisur Resources Share Discussion Threads

[big7ime] 06/8/2019 13:00

Smokescreen

[lucyp00p] 06/8/2019 13:00

Agreed, it's a hard trail to follow but the breadcrumbs are pretty clear, considering it never trades out of his companies in spite of collapsing share price But what did he intend to do by saying he was voting against himself at the AGM?

[big7ime] 06/8/2019 12:59

Michinoko is likely almost certain to be GC as Trakarta is JW’s vehicle
Both have large positions in Ironveld also
How GC avoids disclosure is anyone’s guess.

[juuunx2] 06/8/2019 11:52

Pistols would be quicker

[charlieeee] 06/8/2019 11:49

So, Coller is likely to be one of our P/E funds.

Apparently raised money back in January 2019

"Investcorp has teamed up with Coller Capital to create a $1bn (£778m) European private equity buyout fund.

London-based Coller Capital will use its current fund, Coller International Partners VII, to underwrite the new investment vehicle which will invest in European mid-market companies".

Coller does not need anyone else to back: he can do the business himself.

Timing very suspicious, given the AGM rumors.

BOD meanwhile busy chopping up the asset and flogging it off to the likely lads in Colombia.

Swords at dawn.

[moneylender] 06/8/2019 11:44

So did I Toon and I know who told you!!!

I concur.

[thetoonarmy2] 06/8/2019 11:36

Lucy. A very good poster who had amazing ability to find out things he was a real ferret told me and Westmorland Lad and trotting a few years ago that michinoko is a vehicle G Clark uses to hold his shares offshore, won't mention his name but the connections and job that he did allowed him to find these things unfortunately due to a family tragedy he no longer posts.I believed him then and believe it now more so, either way in spite of any shenanigans that GC may play I definitely think we will get double the price we are at now.

[lucyp00p] 06/8/2019 11:25

Not as an offshore trust administered by an independent trustee for the benefit of the Clarke family based in a dodgy tax haven with relaxed disclosure requirements.

[charlieeee] 06/8/2019 11:23

Well, Michinoko turns out to be Jeremy Coller and well in the private equity crowd (and ex FIL in the early stage of his career)

At least we finally know who is behind Michinoko, but no clearer on the moves in the game.

[quidnunc] 06/8/2019 11:18

Iff Michinoko were a poisoned pill holding, incepted precisely to prevent a hostile takeover at a weak and inconvenient moment, then it was also a plan put in place a long time back with a view to the possibility of this situation arising.Someone foresaw this day.Anyone smart enough to foresee this isn't going to be stupid enough to have the holding in their own name and then both run with the fox and hunt with the dogs and risk getting caught.More likely, it's an arms length family trust of some sort with no access to anything insider and no chance of anyone being accused of being a shadow director or eminence Gris. Q

[bountyhunter] 06/8/2019 11:02

The Michinoko holding level is a fair point to highlight TD and certainly worthy of discussion but although a potential complication not a show stopper by any means.

[yasrub] 06/8/2019 10:51

If Bod connected with Michinoko would that not have to be declared within director interests?

[tyler durden1] 06/8/2019 10:48

Charlie: Your logic fails if the BoD were in some way connected with Michinoko? I have no reason to believe they are, although many posters over the years have suggested that.

your comments on FIL make no sense, because if they are the disaffected party and pledge support to M&P they would not be selling shares.

[tyler durden1] 06/8/2019 10:47

Overall control maybe, but total control not, and some companies would not be interested in pursuing a takeover where they can't takeover 100% as it leaves the original company as a satellite to their own operation rather than wholly owned, and where then tax breaks and leases conditions may be difficult to transfer.

A hypothetical company:
Has an anonymous holder with 11%
That 11% is shrouded in efforts to prevent shareholders knowing the beneficial owners.

Two possibles:
Beneficial owners are connected parties

Beneficial owners are NOT connected parties

Press coverage suggesting Michinoko were not going to support BoD.
Beneficial owners are connected parties and its a ruse after much comment about their support for the BoD

Beneficial owners are NOT connected parties and are genuinely aggrieved

[bountyhunter] 06/8/2019 10:37

Yes also I guess the board could issue new shares to a third party investor to reduce Michinoko's holding to less than 11% if they became an obstacle? However I can't see that happening or being necessary if a bidder gained more than 50%.

[charlieeee] 06/8/2019 10:34

The BOD can dislodge Michinoko by the sale of assets on a breakup basis and leave Michinoko with a shell and in these circumstances, that is perfectly possible and might generate the best total (although not necessarily the best return for shareholders)

As Q says, for all we know, both Michinoko and FIL could be supporting M & P (and perhaps others as well). My point is, that FIL are the publicly acknowledged disaffected shareholder and this is a sweet exit: the emergence of an offeror is a gift for them.

Ultimately, there are 6 large shareholders, who will all be serving their own interests and the common denominator will be maximising returns as quickly as possible, after a long and fairly painful journey. They simply will support the best offer which comes out of this process.

[bountyhunter] 06/8/2019 10:33

TD good point, but given that TOs are generally declared unconditional above 50% which gives overall control of the target company to the bidder, would there then be much point in Michinoko continuing to hold on to their 11% if they had a guaranteed sale at that time to the bidder for a decent takeout price?

[tyler durden1] 06/8/2019 10:30

Depends on the bishop or whether you consider its developed to the Guioco Pianissimo.

With the 11% strategic holding of Michinoko and M&P suggesting they have support but owning no shares like a classic fit up.

The unknown is simply who Mitch bat for and as M&P suggest they have support from major shareholder?

Still the unknown is who Mitch bat for and whether the support pledge to M&P is a gambit to allow a cheap MBO or sale to an anonymous private fund where beneficial ownership is as clear as Michinoko.

we can't use a Sicilian defence because everything in takeovers can be stopped in its track by someone owning 11% as whatever the situation it prevents the 90% required to purchase all the other shares.

When you put that together it all looks decidedly orchestrated, mindful of rules or avoiding them.

It's like playing an opponent whose every piece ignores rules and can move like a queen.

[tyler durden1] 06/8/2019 10:04

One thing I had not considered was why Michinoko's holding at 11% is so important.

This becomes clear when you look at the takeover rules.

"When interests in shares carrying 10% or more of the voting rights of a class have been acquired by an offeror (i.e. a bidder) in the offer period and the previous 12 months, the offer must include a cash alternative for all shareholders of that class at the highest price paid by the offeror in that period. Further, if an offeror acquires for cash any interest in shares during the offer period, a cash alternative must be made available at that price at least."

Because they don't own any, its cute, but it also explains why 11% is such a strategic holding for Michinoko.

It also makes it a poison pill for any other company wanting to make a better offer, because if Michinoko refused to sell, no company could then wholly own Amerisur in any takeover because no company could then buy 90% of the company and compulsory buy the rest.

A full scale investigation needs to take place into Michinoko.

It puts shareholders at a distinct disadvantage.

If Michinoko were owned by anyone connected to Amerisur or anyone else, then it can thwart any bid, even at a high price, because of the 90% rule. Michinoko could sell at a lower price, in either a takeover or MBO.

Because M&P own no shares directly, they are not bound by the 10% rule either.

This all seems orchestrated to get around market rules, and is not in ordinary shareholders best interests in my opinion.

[ladeside] 06/8/2019 10:01

I'm sure over the years many have tried to get to the bottom of Michinoko but to no avail.

It's just another shocking indictment on our governance and transparency in this country and it's no wonder that London attracts every crook, money launderer and shyster from everywhere around the world.........

[tyler durden1] 06/8/2019 09:37

Charlie. Of course it would not be FIL.

If anyone was trying to sell their holding then they could not pledge support for a bidder.

You have to look at a major shareholder who is not selling.

Michinoko are not selling, plus you have to then ask is it just coincidence that Press article mentioned Michinoko not supporting the Board, press article from M&P suggesting they had support from major shareholder and the fact that both Ironveld and Amerisur appear to be going through the same process.

That in my opinion gives the answer as its not coincidence.

That is not to say who controls Michinoko, or whether this is a concerted effort to effect either a cheap takeover.

Much depends on who Michinoko really is owned by.

[charlieeee] 06/8/2019 09:33

sji

No. Its market rules: everyone had to declare opening position by day 10.

The only other one that seems to be missing is Hargreaves Lansdown, (not to be confused with Hargreaves Hale/Canaccord on our share register). They were on 6.65% at 80,767,967 at March. Did anyone else pick that up?

It is likely to be FIL who would be the support for M & P as they were trying to sell down their major shareholding and the law of diminishing returns had kicked in, as they crashed the share price

[xxnjr] 06/8/2019 09:19

"The Spanish opening"

A white knight would be useful.