AVZ Discussion 2022

[The Fox]

Yes any sale of AVZ only asset will need to be put to shareholder vote for approval.

AVZ can be in negotiations for a sale of its major asset without disclosure to shareholders due to commercial in confidence negotiations…. But ultimately if a mutual agreement is reached with a prospective purchaser…..conditions will be attached to the sale that requires shareholders voting in favour.

Hey Chilla,

That's interesting.

Shares held in a locally registered company in the DRC (Dathcom) by wholly owned subsidiary of AVZ Minerals Ltd (AVZ International Pty Ltd) needs AVZ Minerals (ASX) shareholders to approval to sell shares in Dathcom or assign PR rights held by Dathcom to a third party.

No to mention the extensions around PR 13559 are held by AVZ Minerals Congo Sarlu.

Not sure about that mate, can't seem to find confirmation of your assumption in the ASX listing rules, can you point me in the right direction please?

 

[UpTheDuff]

A TO would be preferable to an asset sale, but ok

FIRB.

 

[The Fox]

It looks like 90% of the vote is required IF it ever comes to a vote on a sale/take over ?

The Allens handbook on takeovers in Australia - Takeover bids

In general terms, a takeover bid involves a bidder making individual purchase offers at a specified bid price to all holders of securities in an ASX-listed Australian company or trust.

content.allens.com.au

• the bidder is entitled to compulsory acquisition if it obtains a relevant interest in at least 90% of the target securities (and has acquired at least 75% of the securities it offered to acquire).

Considering this is a world class deposit that will probably dictate future market prices , I don't think offering a price just surpassing share price all time highs ($1.30 / $5 billion approx) will suffice . Wouldn't there be a larger than 10% block (that can see the true value) even if you just take into consideration the holders that attended the roadshows (including the larger TSE holders) plus the BOD ? An offer of $10 billion shouldn't even be entertained when you look at the likes of LTRs $6.25 billion current market cap
As far as I'm concerned , AVZ still holds the upper hand . If any of the protagonists had a killer blow , they would have used it by now . All they have are stalling tactics . Bullying and lies won't cut it at the ICC & ICSID . AVZ should continue as they are , & not give an inch . We haven't done anything wrong . I can guarantee that the locals of Manono & people of the DRC will be a lot better off if China is not allowed to gain control

Great link, thanks for sharing. If we were talking an AVZ (ASX) takeover, this information is spot on.

I've assumed as per my previous posts an asset sale by one of AVZ Minerals Ltd wholly owned subsidiaries.

I would love to see an AVZ Minerals Ltd take over offer announcement, however I think that is far less likely than an asset sale as described IMO.

Anyway, no point prophesying too much, announcements on the actual path forward won't be too far away.

Cheers The Fox

 

[obe wan]

Yes any sale of AVZ only asset will need to be put to shareholder vote for approval.

AVZ can be in negotiations for a sale of its major asset without disclosure to shareholders due to commercial in confidence negotiations…. But ultimately if a mutual agreement is reached with a prospective purchaser…..conditions will be attached to the sale that requires shareholders voting in favour.

Under ASX compliance it's not avz’s only asset ; tenements 4029 & 4030 would still float AVZs project boat...these two tenements are also considered assets / projects

 

[UpTheDuff]

From what I've heard. I'm content. Not happy, not sad.

Just want to exit and move on with my life.

 

[Chilla]

Hey Chilla,

That's interesting.

Shares held in a locally registered company in the DRC (Dathcom) by wholly owned subsidiary of AVZ Minerals Ltd (AVZ International Pty Ltd) needs AVZ Minerals (ASX) shareholders to approval to sell shares in Dathcom or assign PR rights held by Dathcom to a third party.

No to mention the extensions around PR 13559 are held by AVZ Minerals Congo Sarlu.

Not sure about that mate, can't seem to find confirmation of your assumption in the ASX listing rules, can you point me in the right direction please?

It will be a requirement in AVZ’s charter as part of being a ASX listed entity and ASIC registration. Listed entities can’t dispose of a significant asset, which in this case is AVZ’s only asset, without majority shareholder approval. They will likely need to call an EGM With explanatory statements and BoD recommendations and reasons why they seek shareholders to vote on whether or not they agree to a sale of the Dathcom shareholding or a complete sale of AVZI, which is the holding subsidiary of the DRC assets.

 

[Chilla]

Under ASX compliance it's not avz’s only asset ; tenements 4029 & 4030 would still float AVZs project boat...these two tenements are also considered assets / projects

13359 is 99.9999% of AVZ’s asset value….so it’s the major value of AVZ and will definitely require shareholders approval to divest.

 

[TDITD]

It looks like 90% of the vote is required IF it ever comes to a vote on a sale/take over ?

The Allens handbook on takeovers in Australia - Takeover bids

In general terms, a takeover bid involves a bidder making individual purchase offers at a specified bid price to all holders of securities in an ASX-listed Australian company or trust.

content.allens.com.au

• the bidder is entitled to compulsory acquisition if it obtains a relevant interest in at least 90% of the target securities (and has acquired at least 75% of the securities it offered to acquire).

Considering this is a world class deposit that will probably dictate future market prices , I don't think offering a price just surpassing share price all time highs ($1.30 / $5 billion approx) will suffice . Wouldn't there be a larger than 10% block (that can see the true value) even if you just take into consideration the holders that attended the roadshows (including the larger TSE holders) plus the BOD ? An offer of $10 billion shouldn't even be entertained when you look at the likes of LTRs $6.25 billion current market cap
As far as I'm concerned , AVZ still holds the upper hand . If any of the protagonists had a killer blow , they would have used it by now . All they have are stalling tactics . Bullying and lies won't cut it at the ICC & ICSID . AVZ should continue as they are , & not give an inch . We haven't done anything wrong . I can guarantee that the locals of Manono & people of the DRC will be a lot better off if China is not allowed to gain control

Excellent post !!!

AVZ hold the upper hand here so why on earth budge an inch. We win at ICSID simple.

This isn't a negotiation in good faith anymore, they fucked that up a long time ago.

A bunch of Dicks, assholes and pussies

 

[Chilla]

Pretty sure operational decisions (ex company sale ) are with the board @Chilla, personally I haven't come across ASX listing rules which state that sale of their major project needs shareholders approval ; happy to be proved wrong

Will definitely require shareholders approval. Would you be happy for the BoD to make an operational decision to sell the asset for $1 without you as a shareholder having a say? And that’s not $1 per share….but $1 as total consideration. In your view the BoD would be able to make that decision on your behalf as an operational decision…. Can’t happen.

 

[The Fox]

It will be a requirement in AVZ’s charter as part of being a ASX listed entity and ASIC registration. Listed entities can’t dispose of a significant asset, which in this case is AVZ’s only asset, without majority shareholder approval. They will likely need to call an EGM With explanatory statements and BoD recommendations and reasons why they seek shareholders to vote on whether or not they agree to a sale of the Dathcom shareholding or a complete sale of AVZI, which is the holding subsidiary of the DRC assets.

Fair enough. I've read the companies Constitution (I assume this is what you are referring to as the Charter). Seems Directors have the ability to sell the major asset subject only to listing rules and Corporations Act of course.

I wonder how the ASX listing rules specifically come into play for AVZ Minerals Ltd or its subsidiary in the sale of a major asset should AVZ not resume trading again? Just a thought.

Cheers

 

[Chilla]

Fair enough. I've read the companies Constitution (I assume this is what you are referring to as the Charter). Seems Directors have the ability to sell the major asset subject only to listing rules and Corporations Act of course.

I wonder how the ASX listing rules specifically come into play for AVZ Minerals Ltd or its subsidiary in the sale of a major asset should AVZ not resume trading again? Just a thought.

Cheers

Look at the sale of 24% to CATH for what’s required.

Edit I just checked the Cath proposal and the 24% didn’t request shareholders approval.

 

[Azzler]

Vote or not, everyone votes get us the fuck out of here $$$$$$$$

 

[Winenut]

I note you’re quite the film buff mate. In particular you often post the scene from goodfellas with Ray Liotta getting the windup from joe Pesci. Don’t get me wrong, it’s a fine film but can I recommend another Scorsese film which also features De niro, The King of Comedy, seems a bit more apt

You're watching me too closely chief

I don't remember a fucking thing you've posted....

 

[WPM60]

fucking

Nor me you.

Just sayin’

 

[Winenut]

Nor me you.

Just sayin’

yeah...

right....

 

[Winenut]

Just sayin'



Fuck me .....at least you copied me enough to actually get the punctuation and grammar correct

 

[CHB]

From what I've heard. I'm content. Not happy, not sad.

Just want to exit and move on with my life.

That's a bit disappointing

 

[Scud458]

What numbers are we hearing long time holders? For the sake of not recalling conversations with taxi drivers is it:
Option A: More than $1.52 but less than $2.
Option V: More than that.
Option Z: $16 and 2 hats?

 

[Winenut]

Just sayin'



Fuck me .....at least you copied me enough to actually get the punctuation and grammar correct

At least change to your other account and have a decent go...

Don't muck up spelling this word correctly .....no grammar or punctuation necessary

"Douche"

 

[Samus]

Can't see anything happening without a mining licence, nothing that ends in value for shareholders anyway. If management are negotiating anything the ML has to be a key part of it you'd imagine.