It has been brought to our attention by Sirius that our original MP Template Letter contained certain inaccuracies.
At the time of drafting the template, we had received the impression that Sirius had been negotiating the takeover with Anglo American for a year and a half, including the period covering the 15p open offer and placing. The company confirms, and we accept, that this was not the case.
We would also like to clarify that our reference to a protracted marketing campaign by the company was not intended to imply any breach by Sirius of FCA rules in relation to any open offers.
If you have written to your MP on the basis of the original Template Letter you will need to correct it in order to ensure you do not unintentionally libel Sirius and/or its directors. We would suggest that you do so by using the text of this notice.
Thank you, and apologies.
Update re SSSG members
As at 3:30pm, Friday 7 Feb we now have 819 individuals in the SSSG.
150 Full members
595 Associate members
490 of these have declared their shareholding, this totals: 143,445,818 shares (of this, one person holds 6M, 8 hold between 2M and 3.5M and 23 hold between 1M and 2M).
We still have a slight backlog, so the actual numbers are higher than this. The scale of this project is unprecedented for ShareSoc and many people are working very hard to make SSSG work as best as possible.
The 150 Full members have paid the £45 ShareSoc Full Membership fee and are able to access the SSSG Forum https://www.sharesoc.org/forums/forum/sharesoc-sirius-shareholders-group-forum/
This Forum now has over 40 pages of detailed comments and analysis. It is proving a very valuable medium for Sirius Shareholders to exchange views and learn more about what has happened and what might happen next.
The others receive regular updates on the campaign. This update is the fifth we have emailed out to SSSG members.
Please be civil in your contributions to our Forum and to other bulletin boards. Remember to take a few extra seconds, hours or days before you hit the post button. Remember it is illegal to make threats, or libel someone – anyone who does so might end up in jail.
The SSSG team is meeting Anglo executives on Wed 12 Feb.
Our good links with the press continue and two notable stories have been:
Teeside Gazette https://www.sharesoc.org/category/media-mention/, and
Daily Mail https://www.thisismoney.co.uk/money/markets/article-7979371/Sirius-Minerals-shareholders-decide-future-make-break-vote-March-3.html
Update on MPs
The MPs letter writing campaign demanding action has started to have an effect. If you have not written yet, please do so now. Please include your personal details as this will help to force your MP to listen and feel free to add your personal concerns: then email your MP. Google “find my MP’s email” to get his/her address or use this link https://www.parliament.uk/get-involved/contact-your-mp/
Key date – 3 March for GM and Court Agreement. All shareholders can attend and ask questions. Book the date in your diary now. See below for other key dates.
Scheme of Arrangement and Voting
Crucially, Sirius have now published their official circular setting out the scheme of arrangement and the process for approving it. All share holders should study this document carefully. It is available on Sirius’s website, here: https://siriusminerals.com/investors/firm-offer-from-anglo-american-plc/. To download and read the circular, accept the disclaimer and scroll down the page that then appears to the “Offer Documentation” section. The circular is labelled “Scheme Document”.
There are two essential prerequisites for a scheme of arrangement to come into effect:
- A general meeting of shareholders, which votes on a special resolution to approve the scheme. 75% of votes must be favour for the scheme to be approved.
- Approval by the high court
As part of the high court approval process a “Court Meeting” of shareholders is required. This has also been scheduled for 3rd March at 11am, immediately before the general meeting. Shareholders also vote in favour of or against the Scheme at the court meeting. There are two key factors that the high court will consider before approving the scheme:
Firstly, a 75% majority of shares voting at the Court Meeting is required. Secondly, however, the court will consider the number of shareholders voting for or against. A simple majority of shareholders who vote is also required for the scheme to be approved. The purpose of this is to protect minority shareholders as, once approved, a scheme is binding upon all shareholders. The requirement for a majority of shareholders to approve prevents a small number of large shareholders forcing a scheme on a large number of small shareholders. The high court may also look askance if only a small proportion of shareholders vote, so if Sirius wants the scheme to be approved it will need a good number of shareholders to turn out.
Unfortunately, this protection is far less effective, in practice, than it should be. This is because of the current definition of “shareholder” in law. Most individual shareholders hold their shares through nominee accounts and it is the nominee that is considered to be the shareholder (or, more accurately “member of the company”). So, even though a nominee may represent thousands of individual shareholders, they will only count as one shareholder for these purposes. Unless you have a share certificate for your shares, or hold them in a personal CREST account, your shares will be held by your broker or platform’s nominee. Unfortunately personal CREST accounts are rare and expensive nowadays. All shares in ISAs or SIPPs must be held in a nominee account.
If, as is likely, your shares are held by a nominee, this has further ramifications.
How to Attend and/or Vote if Your Shares are in a Nominee Account
Firstly, you are not automatically entitled to attend the court and general meetings and vote. If you wish to attend those meetings in person, you MUST request a “letter of representation” from your broker, which appoints you as their representative in respect of the shares that you hold and entitles you to attend, speak and vote your shares. Make sure you request this well in advance of the meetings, to be sure of receiving it in time (your broker should also inform Sirius’s registrar of your appointment). We recommend that you request this ASAP.
Even if you do not intend to attend the meetings in person, you can still vote but, if your shares are held in a nominee account, your broker will have to cast the votes on your behalf. If you do not know how to request this, you should contact your broker and ask them what the procedure is for voting. Often they will require you to send them a secure message though their website, but some offer more direct electronic voting.
See https://www.sharesoc.org/investor-academy/advanced-topics/nominee-accounts/ for further details about nominee accounts.
If you are not intending to attend in person, the deadline for receiving proxy votes is 28th February (so they need to have been sent sufficiently before that date as to be sure of arriving in time). They must be sent to Link Asset Services, as stated in note 6 on p92 of the circular. If your shares are held in a nominee, your broker will generally set a deadline for submitting your voting instructions well ahead of Sirius’s deadline (typically one week before), so check the deadline for submitting vote instructions with your broker and make sure that you submit your instructions in time.
Nevertheless, this still leaves time for you to consider carefully how to vote. The SSSG expects to publish further information ahead of the deadline, and possible other offers have been mooted in the press, so it would be advisable to wait a little for such information to emerge before deciding.
How this might play out is still unclear. We will do our best to keep you informed.
Sirius advises us that “a fairly deep dive campaign is planned to communicate with underlying beneficial holders in our situation, ” and said they are happy to discuss communications. [“beneficial holders” include those whose shares are held in nominee accounts].
Full Members of ShareSoc who require assistance or support with voting or meeting attendance, can contact our office.
Go here for further information about the SSSG and to register.
Cliff Weight, ShareSoc Director and SSSG Team member/Mark Bentley, ShareSoc Director
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