TENON [Archive] - Sharetrader Forum

Unicorn

19-03-2004, 10:16 PM

Value ...
62.5c soon
+51.7c later (1)
+24.0c residual (2)
138.2c Total (approximate)

Not what I call great value.

(1) up to 57.5c after Tarawera sold, assuming $165M realised. Actual may be less, and payment probably 9+ months out. Therefore current value is probably less than 57.5c (say 10% discount).

(2) 46M forecast EBITDA, 2004. Do we believe them? Do we believe anyone who uses EBITDA? If EBITDA is $46M, how much less will actual Earnings be? Payout has already been much delayed, giving artificially favourable Interest situation. CHH and Pension funds are reducing cutting for next few years, which should increase log prices. Freight rates are not looking good. The consumer market globally does not look very robust to me. Logic says that the middle men face a squeeze ... just when Tenon become solely middle men! Say $22M (from GS projection) viable ongoing earnings = 4cps. A multiple of 6 may be appropriate for a company that has the record this one does ... so 24cps residual value. One offs like the $9M currency gain may give a temporary lift, as reported profit is likely to exceed on going profit.

spagnum

20-03-2004, 10:06 PM

I have just sent an email to the Tenon Investor Relations team regarding the Record Date but wonder whether there is a forum member that can clarify a point for me. Does the Record Date just cover the first capital distribution or does it cover both of the planned distributions?

Spagnum [?]

Unicorn

20-03-2004, 10:37 PM

The Record Date (26/03/04) applies to the first (62.6cps) distribution.

The date and amount of the second distribution have yet to be set.

Taijon

21-03-2004, 12:53 AM

This is a very interesting point. As I understand the situation, if the Tarawera forest had been sold at the same time as those forests already sold, shareholders were going to get 120 cents per share.

However as Tarawera hasn't been sold the return is only 62.5 cents per share and 50% of the shares will be cancelled at the same time.

I expect a new date will apply for a return of capital in the event Tarawera is sold. However the return should be twice as much per share as there will only be half the number of shares.

Do others see it like me?

spagnum

21-03-2004, 08:22 AM

Taijon,

In the paperwork they've sent out, they refer to the 2nd capital distribution as being x cents per existing share ie, per share before the share cancellation.

Spagnum

Unicorn

21-03-2004, 11:14 AM

The up to 120c was always proposed to be in two separate distributions. If the original Tarawera sale had gone as planned the first capital return was to be 93.75c, and the second up to 26.25c. With the Tarawera sales falling through the first return was reduced to 62.5c. The first capital return was approved by shareholders on 20 February.

Do not overlook the conditions on the second return ... "If all the forestry rights and forestry leases are able to be transferred (and the Tarawera Forestry Right is transferred to Kiwi) and there is no deterioration in trading conditions, the company expects to be able to return up to 120c per existing share in total to shareholders. The Board proposes to put to shareholders the further approvals required for the second capital return in the second half of calendar 2004."

The Special Meeting on 20 February only voted on the first capital return. A further vote will be held once the board is in a position to propose conditions for the second capital return. Everything thus far suggested for the second capital return has been carefully qualified ... lots of "if" and "up to".

Prophet

21-03-2004, 11:38 AM

Unicorm agree with your valuation up to the PE of the new company. I note Tenon themselves indicate a PE of 6-7 but is that realistic for a manufacturer? I would have thought that anything up to double that wouldn't been too unreasonable for the current market and I see that Macquaries have even questioned the low PE c.f like companies.

I guess the market will decide in the end. I'm backing a higher PE, despite their track record to date, as I see merit in the new business model.

Unicorn

21-03-2004, 12:25 PM

Prophet, I agree that a pe of 6-7 will eventually be seen as too low. But at this stage it is not unreasonable given the unreliability of estimates of on going earnings. The company has yet to establish an earnings record in the environment they will be operating in. With earnings forecast at about 4% of sales, small changes in prices or costs may have a large impact on the bottom line.

Some questions ..
1. What will happen to exchange rates in key markets (and how well will company handle exchange rate fluctuations)?
2. What prices will be available for finished product in key markets in future years (US debt levels, housing price bubble, Chinese business practices are big issues)?
3. How much will the more rationalised forest ownership structures force up raw material prices (we have already seen cutting will be reduced)?
4. Will freight rates be able to be held at acceptable levels (markets are far away, shipping over-capacity has been dealt with, oil prices are rising)?
5. What impact, especially short term, will come from competing international supplier?

ari

24-03-2004, 11:42 AM

Only 7 days to go:D Just curious to hear what other plan to do with their payout....mines going in my builders pocket...but I'm certainly going to open another Te Motu '94....:D

ari

05-04-2004, 10:26 AM

Just thought I would bring this back to original heading instead of some guys going off on different sub headings for some reason.....

Tenon's future status comes under scrutiny
05 April 2004
By RICHARD INDER

Tenon's future as an independent company was coming under scrutiny at the weekend.

Observers said the revival of a deal to sell its 20,700-hectare Tarawera forest was set to remove the major impediments to a takeover. The $165 million deal resolved a bitter dispute with rival Carter Holt Harvey and paper giant Norske Skog, reducing uncertainty over Tenon's value.

Carter Holt and Norske Skog said Tenon's decision to sell the forest would breach an agreement to supply wood to their mills at Kawerau.

A takeover after the Tarawera deal, which is due to be completed in the middle of the year, was also less risky because Tenon would have a tighter focus on wood processing and distribution, analysts said.

At the same time, they said Tenon's ordinary and preference shares, at $1.72 and $1.73 apiece, were cheap - reflecting questions over the management team led by chief executive John Dell. "The industry is consolidating," one observer said.

Tenon has projected that trading profits at the wood processing operations will increase from $45 million this year to $57 million next year.

It also says it will increase sales from $500 million this year to more than $1 billion in five years. Few observers believe it will hit those targets.

"We think the targets are a bit aggressive," one analyst said.

The analyst, like his peers, has seen Tenon make promises before and not deliver. The near collapse in January of the deal to sell the forest, which threw into jeopardy a promised $669 million capital return, was the most recent of several slip-ups.

Carter Holt Harvey has been tipped as the most likely bidder.

Carter Holt is thought to be keen to expand its wood processing operations. But hurdles such as the Resource Management Act and other costs may make growth by acquisition more attractive.

Carter Holt is also flush with cash. It has just sold its tissue arm, maker of Purex toilet paper and Treasures nappies, to Sweden's Svenska Cellulosa for $1 billion - $200 million more than some observers expected.

However, a takeover will not be plain sailing.

Carter Holt, focused mainly on lumber, pulp and brown paper, is unlikely to be interested in Tenon's North American wood mouldings arm, which is outside those core business sectors.

Also, investment group Rubicon holds almost 20 per cent stake in Tenon, which gives it the power to block any takeover.

Risk

05-04-2004, 10:35 AM

"a takeover will not be plain sailing..." implies to me that the price has to be right for a takeover to succeed.

willy_wonker

05-04-2004, 10:35 AM

Ari, thanks for the interesting article. Do you have the site link? Cheers.

Disc: holds TEN

Risk

05-04-2004, 10:36 AM

http://www.stuff.co.nz/stuff/0,2106,2865752a13,00.html

willy_wonker

06-04-2004, 09:49 AM

1. Consolidation of industry.
2. Target for takeover.
3. Further capital return to shareholders.

Sounds abit like the freight industry with stocks MFT and Owens. :)

disc: holds TEN & TENPA

willy_wonker

08-04-2004, 10:26 AM

TEN UPGRADE PROFIT PROJECTION by 30%:)

TEN08/04/2004FORECAST REL: 0951 HRS Tenon Limited FORECAST: TEN: Improved Projections Auckland, 8 April 2004 - Tenon announced today that the earnings of itscontinuing processing, marketing and distribution businesses for the year to30 June 2004 were expected to exceed the projection contained in theexplanatory memorandum in connection with the forest sale, which wasforwarded to shareholders earlier this year. The major contributor to thischange is the price recovery of one of the Company's major exports to theUnited States, Moulding and Better lumber, which has moved off the cyclicallows reached in June 2003. Tenon now projects earnings before interest, tax, depreciation andamortisation ("EBITDA") for the continuing operations to be in the range ofNZ$58-$60m, inclusive of the attributed realised foreign exchange gains ofapproximately NZ$7m announced last month, compared to the NZ$45m projectionin the explanatory memorandum. Net profit after tax for the continuing operations for the same period,inclusive of the NZ$7m foreign exchange gains, is now projected to beapproximately NZ$32m, compared to the NZ$21 million projection in theexplanatory memorandum. Operating cash flow is also expected to exceedprojection although not by the same magnitude as business growth is resultingin increased working capital requirements. The net result after accounting for the discontinued forest segment tradingresult and the loss on sale of the forest assets is expected to be a net lossof approximately NZ$33m. Commenting on the earnings upgrade, Chief Executive Officer John Dell said,"notwithstanding the higher New Zealand dollar, the continuing business ofTenon has performed above expectation during the first quarter of the 2004calendar year. In addition, the price for Moulding and Better lumber is nowUS$1,240 per thousand board feet which is significantly higher than theDecember 2003 level of US$1,050 per thousand board feet assumed in theearnings projection contained in the explanatory memorandum. This priceincrease, together with the continuing sound performance from the Company'sseparate United States distribution businesses, has more than offset theimpact of the stronger New Zealand dollar. The structural consumer solutions business that primarily services NewZealand continues to enjoy robust demand. However, as a result of the highNew Zealand dollar, competition has been refocused into the New Zealandmarket, which is likely to reduce earnings for this business segment toslightly below the projection for the period to 30 June 2004." FORWARD LOOKING STATEMENTS: There are statements included in this releasewhich are "forward-looking statements" as defined in the U.S. PrivateSecurities Litigation Reform Act of 1995, and they are included herein inreliance upon the safe harbours created by that Act. As forward-lookingstatements are predictive in nature, they are subject to a number of risksand uncertainties relating to Tenon Limited, its operations, the markets inwhich it competes and other factors (some of which are beyond the control ofTenon Limited.

cazzer

08-04-2004, 04:51 PM

see on NZOOM reported that Rubicon have made a partial takeover bid for Tenon at $1.85. No other confirmation of announcement that I can see.

willy_wonker

08-04-2004, 05:21 PM

:D:D:D:D:D

Willy is a happy chappy flappy. :)

http://onenews.nzoom.com/onenews_detail/0,1227,266454-1-453,00.html

RBC is wasting their breath expecting TEN shareholders to sell at $1.85. COME ON !!!! More like over $2.00 per share. :D:)[:p]

Taijon

08-04-2004, 05:28 PM

Good spotting cazzer. There is no announcement from RBC in the NZX announcements today. Trust RBC management to go public before advising the authorities. These are some of the same people who ran FFS before the demerger and I for one don't want them getting back in control. We might never see the 2nd capital return!!!!

digger

08-04-2004, 05:28 PM

At $1-85 that is 31 cents on the preconsolidation scale where most of us i would imagine bought our holdings.
Haven't heard anything about such a takeover. Sure it is not just an assumption???

Prophet

08-04-2004, 06:44 PM

RBC have a lot of cheek making such an offer. An independent valuation will see an offer price of 1.85 as laughable.

ari

08-04-2004, 07:50 PM

Rubicon issues Takeover Notice to Tenon - $1.85 per share

8 April 2004 - Rubicon Forests Limited ("Rubicon Forests"), a wholly owned subsidiary of Rubicon Limited, today announced its intention to make a partial takeover offer, at $1.85 per share, to all shareholders of Tenon Limited.

The Rubicon Group currently owns 19.997% of the shares on issue in Tenon. Under its Takeover Notice, Rubicon Forests' intention is to acquire ordinary and preference shares in Tenon to increase the Rubicon Group's shareholding in Tenon to 50.01%.

Under the Takeovers Code, the Offer cannot actually be made to Tenon shareholders until 14 days after the issuance of a Takeover Notice i.e. April 22. The two key conditions of the intended offer will be that the Rubicon Group achieves a 50.01% ownership position in Tenon, and that OIC consent (which has already been applied for) is obtained. The making of the Offer is conditional upon obtaining certain exemptions from the Takeovers Code.

Price - Full and Fair
The Board believes $1.85 per share represents a full and fair price for Tenon shares, for the following reasons:

It is higher than any price Tenon has traded at in the last two years (even adjusting for share consolidations)
It is above the brokers' average valuation of approximately $1.70 per share
It is in the middle of the Tenon value range of $1.75 - $1.95 per share that was referenced by the Chairman of Tenon in his letter to shareholders included in the company's January 2004 Explanatory Information Memorandum and also by the company's CEO in a presentation to institutional investors on 18 March 2004.
Moreover, the cash price would provide Tenon shareholders with the full value today (and with certainty) of Tenon's planned $1.15 per share second capital return, as well as 70 cents per share of value for Tenon's residual processing and distribution assets - i.e. a 19% premium to their implied share market value (based on the weighted average Tenon share price in trading on the NZX over the period from the announcement of the Tarawera forestry right sale up until the day the Takeover Notice was issued).

The Board is aware that there has been considerable speculation recently regarding the potential for a takeover of Tenon, and that this speculation has driven the Tenon share price up above most broker valuations. Although several names (other than Rubicon) have been raised in both media and analyst reports, to date there has been no apparent substance to such rumours. As the 19.997% cornerstone shareholder in Tenon, it would be natural for such parties to approach Rubicon in relation to our shareholding were they interested in making a move on the company. Despite having a strategic stake in Tenon, we have had no approaches from the supposedly interested parties - either directly or through intermediaries - which suggests the speculation may be nothing more than speculation.

Tenon Risks
It should be noted that there is still considerable uncertainty surrounding Tenon's valuation and future share price.

Tenon is only partway through the divestment of its forest estate for a total of $725 million. While the freehold portion of its estate has been sold and the cash consideration settled, leasehold interests representing $170 million in total have not yet been settled as they require the consent of the lessors and those consents have yet to be obtained. Settlement of the recently announced Tarawera forestry right sale for $165 million is still subject to the buyer satisfying its own financing conditions.

In addition to the uncertainties surrounding the current forest sales activities, there are also business risks relating to Tenon moving forward. These include the cyclicality of the company's earnings and the impact of the US dollar on Tenon's 2005 forecast earnings (assumed to average 60 cents in the forecasts included in the January Information memorandum).

Benefits to Rubicon and Tenon shareholders
The Board has considered the best use of Rubicon's current cash balance. Whilst one of the a

ari

08-04-2004, 08:05 PM

I've just taken some more time to read between the lines....what a bunch of jerks...I'm embarrassed to own Rubicon as well!
Fair and reasonable at $1.85.....YEAH RIGHT [V]

biker

08-04-2004, 10:50 PM

"Rubicon has the capability, skills and knowledge to drive value in Tenon. Its Board and management have a broad range of restructuring and operational skills, as well as extensive knowledge.........."

Yeah right! I would say the Rubicon Board and management(excluding Gibbs and Weiss) have a very narrow range of restructuring skills and no operational skills.What have they done? Flogged off some assets they were given, engaged in a hasty,expensive, ill-timed buyback,attempted to screw the FFS shareholders in the Citic fiasco and been acomplices in the Perry Corporation con job.
Who wrote that Company piece? Mickey Mouse Andrews or Motor-Mouth Moriarty?
What a load of crap.

willy_wonker

09-04-2004, 10:02 AM

I agree with your comments Biker. But dont give up yet shareholders, $1.85 is only the beginning of an interesting ride for us. This puppy is worth over $2.00. I am NOT gonna sell to RBC.

peterafaj

09-04-2004, 12:47 PM

There is no way that I will sell to RBC

They have nothing to offer and $1.85 is a joke.

When they put up $2.50 , I might have to reconsider

Cheers

Peter

coge

09-04-2004, 12:53 PM

Aside from any other consideration this offer could not be more ineptly timed.

ari

09-04-2004, 01:58 PM

quote:When they put up $2.50 , I might have to reconsider
.......getting warmer:D

quote:Aside from any other consideration this offer could not be more ineptly timed.
......Oh, how very true[:p]

quote:Under the Takeovers Code, the Offer cannot actually be made to Tenon shareholders until 14 days after the issuance of a Takeover Notice i.e. April 22. ....what an exciting few days ahead:D:D:D

willy_wonker

09-04-2004, 02:32 PM

quote:Originally posted by peterafaj

They have nothing to offer and $1.85 is a joke.

When they put up $2.50 , I might have to reconsider

Cheers

Peter

I agree $1.85 is a total joke. But $2.50 is abit too far from reality. I would say between $2.00 - $2.10 is a realistic price. It all depends who else comes to play in the takeover game.

Fancy trying to take out a company at a discount when there is a profit forecast upgrade of 30%.

ari

09-04-2004, 04:35 PM

With the recent merging of Rubicon/CAH forestry biotechnology and propagation ops, I wonder who is the real 'nigger'(sorry not PC) in the wood pile[?]

Anna Naum

09-04-2004, 05:29 PM

The RBC statement is interesting and I think reveals the real reason for the bid at such a pathetic premium to the share price...

Although several names (other than Rubicon) have been raised in both media and analyst reports, to date there has been no apparent substance to such rumours. As the 19.997% cornerstone shareholder in Tenon, it would be natural for such parties to approach Rubicon in relation to our shareholding were they interested in making a move on the company

I think RBC wants to sell its stake in TEN, but because of the size of its stake needs someone to bid for the whole company.

This is a claytons bid, there is no way they will win control and thus under NZX listing rules it will cost them next to nothing to try and flush another buyer out of the woods ... come on in CAH

peterafaj

09-04-2004, 09:31 PM

Hi Willy Wonker

$2.50...Too Far from Reality !!! On what basis ???

Check the other Tenon tread. Brett Wilkinson values Tenon at 2.11 and this was before the profit upgrade.

No-one really knows the real value, except probably RBC , who are doing a real sucker job of grabbing TENON before the fair value can be established. Just review the establishment of RBC itself. Brian Gaynor wrote it up as almost corrupt in that they transferred assetts at book value into RBC out of FCL and basically ripped off FCL shareholders and within a few months sold these assetts at "Market value", to the benefit of the Directors and RBC shareholders. Would you trust them today ????

Cheers

Peter

willy_wonker

10-04-2004, 11:35 AM

Who is this Brett Wilkinson character that is regularly mention on this site? Can someone give me his website link? Is he an analyst?

At $2.00 TEN will be at a PE 9x approx. after increase profit forecast, which I think is fair value.

Unicorn

10-04-2004, 11:52 AM

URL for Brett's site is www.shares.net.nz

ari

10-04-2004, 01:00 PM

As the NZHerald says....."TENON is actually funding its own predator; because the second return of capital it will make to shareholders from its forest sale will give Rubicon $160 million to pay off any bridging loan plus money left over."

This has to be a first............[?]

ari

11-04-2004, 08:42 AM

An interesting week ahead of us:D:D:D:D
Rubicon: let rivals step up
11 April 2004

Either way, Tenon shareholders face a brighter future after a decade of disappointment, writes GARRY SHEERAN.

Counterbids to Rubicon's left-field lunge for forest products group Tenon may spell more good news yet for long-suffering shareholders in the former Fletcher company.

But Rubicon director Tony Gibbs denies the $1.85-a-share bid for 50.01% of Tenon is designed to flush out rival suitors.

"If there are other bidders out there, well, let them come. We'll deal with that situation if it occurs," said Gibbs, whose company Guinness Peat Group owns 20% of investment vehicle Rubicon.

"But logic tells me there are not (other bidders)," he said.

Despite rumours in recent months, no potential buyer of Tenon had approached Rubicon, as Tenon's cornerstone shareholder, said Gibbs.

He said Rubicon saw its role as a long-term value investor in Tenon.

The $1.85 Rubicon offer is only slightly ahead of the $1.82 share price as markets closed on Thursday for the Easter break.

But it is a long way ahead of the $1.30 range of less than a month ago.

Much of that increase has been fuelled by Tenon takeover rumours, with Carter Holt Harvey and Fletcher Building two names mentioned.

Macquaries Equities investment director Arthur Lim said either company buying Tenon could make big savings through synergies not available to Rubicon.

"And that would allow them to bid significantly higher than $1.85," he said.

But while many competitors wanted Tenon's wood-processing assets, they were not so keen on buying Tenon, the company.

"There are worries about contingent liabilities and existing supply contracts."

But if rival suitors did not emerge, Rubicon's intended involvement in Tenon as controlling shareholder still held good prospects for the company and shareholders, said Lim.

GPG and Perry Corp (which also owns 20% of Rubicon) were both significant investors with deep pockets.

If the bid were successful, the company would also have $100 million in cash after a capital repayment in October, putting it in a powerful position to drive value for shareholders, said Lim.

Tenon has advised its shareholders to take no action meanwhile. An independent report will be critical in helping investors decide what to do.

Initial reaction to the $1.85 offer price has been favourable. Rubicon said the offer price was higher than any price Tenon had traded at in the past two years and was also above brokers' average valuation of about $1.70 a share.

Investors who bought into Fletcher Forests at around $1 a year or so back will find the offer tempting. Not so those who paid $3.50 when Fletcher Forests was spun out of the Fletcher Challenge empire.

Gibbs said many Tenon (formerly Fletcher Forests) shareholders had had a pretty miserable 10 years.

"Rubicon's bid for 50% of Tenon will allow shareholders to sell 50% of their stake and hold on to 50% for the ride," he said.

Critical to the success of the offer will be how institutions respond.

Some local institutions have been reported as buying Tenon shares "with ears pinned back" in recent weeks.

AMP is understood to have recently built a 6% stake in Tenon. The offer represents an opportunity for quick profits.

Overseas institutional investors who also stand to make handsome currency gains may also be eager sellers.

tsb

12-04-2004, 05:51 PM

there again it hasn't done the Rubi-con share price any harm - might just log in a an 81c buy!!

peterafaj

13-04-2004, 08:43 AM

Willy Wonker

Looks like you will have to revise your TENON valuation

Sir Dryden Spring report in this morning's Herald give share valuation in $2.06 to $2.32

Sharemarket action might be interesting today !!

Cheers

Peter

willy_wonker

13-04-2004, 08:57 AM

Peter, thanks for the info. I just read the article. :) It is much high than I expected. As a shareholder, I am "over the moon". Anyway, RBC is abit cheeky coming in with such a low offer. :) What is more interesting is, are there are other predictors out there waiting to pounce on TEN?

http://www.nzherald.co.nz/business/businessstorydisplay.cfm?storyID=3560129&thesection=business&thesubsection=forestry&thesecondsubsection=forests&thetickercode=TEN

cazzer

13-04-2004, 09:06 AM

Before the profit upgrade, one would have said the offer was reasonable at $1.55 (in pre-capital reconstruction terms), especially as it was languishing at $1.30 not many weeks before. The directors put this valuation on the company and that was in their presentation only a few weeks ago, I believe. All of a sudden, Tenon finds the outlook far more rosier and wants to tell shareholders all about it.

Timing is everything. $1.85 does not look attractive today, whereas it did a few weeks ago. Rubicon's strategy makes sense- it either gets control of the company at a cheap price, or it flushes out a competing bid (and also wins by selling its stake). Rubicon, which once stated that its aim was to divest of its FFS stake, and has no raison d'etre, now wants to control FFS. Rubicon should now read GPG.

But as a Tenon shareholder (avg price of $1.19) its not a bad thing. Someone will takeover the new Tenon, its a question of time and price. Timing is everything- hang in there, the fun has just started.

cazzer

13-04-2004, 09:14 AM

below extract of Rubicon's notice- it does seem strange that Tenon directors valued the company as such on 18 March, and now say it is worth a lot more- what has changed in a few weeks?? It looks more like Tenon were sitting on the profit upgrade news and only revealed it as a defence.

"It is in the middle of the Tenon value range of $1.75 - $1.95 per share
that was referenced by the Chairman of Tenon in his letter to shareholders
included in the company's January 2004 Explanatory Information Memorandum and
also by the company's CEO in a presentation to institutional investors on 18
March 2004."

willy_wonker

13-04-2004, 09:15 AM

This baby is going higher. Noticed a large undisclosed buyer at $1.85 this morning.

Will TEN hit $2.00 today?

http://www.stuff.co.nz/stuff/0,2106,2872836a13,00.html

peterafaj

13-04-2004, 09:55 AM

An interesting point made by Sir Dryden is that it is difficult to relate value to price of TEN shares because of capital repayments and share consolidations.

Some Jerk from ASB was on Wilson's Breakfast this morning saying TEN was the darling of the sharemarket, and we should gratefully thank GPG, a corporate raider filling their own pockets, for our good fortune.

I hope I can present this in a way that helps to put the current price into some prospective.

If we go back to late October, FFS was around 1.35 and MFT the same. I remember it as I seriously considered switching (and of course I still wish I had)

Lets take 20,000 shares in each owned then.

Our FFS have become TEN and we have received 1.25 per cancelled share. We now own 10,000 TEN shares

20,000 at 1.35 = $27,000 (Initial Stake)

10,000 at 1.85 = $18,500
CASH = $12,500

TOTAL = $31,000 (Value Now)

PROFIT = $ 4,000

(If we still had the 20,000 shares that is equivalent to a 20 cents per share rise or current price $1.55 !!)

20,000 MFT shares at 1.85 today(I added a cent to make maths easy) gives $37,000 or $10,000 profit !

TEN have risen 12.9% whereas MFT are up 37%

Hope this makes sense and helps those who are looking at their average purchase price because that is not a true comparison basis !!

Cheers

Peter

willy_wonker

13-04-2004, 10:01 AM

quote:Originally posted by peterafaj

Some Jerk from ASB was on Wilson's Breakfast this morning saying TEN was the darling of the sharemarket, and we should gratefully thank GPG, a corporate raider filling their own pockets, for our good fortune.

That is why he is still working for ASB. ASB dont have any research or a corporate department, so what does he know? GPG stuffed up the last takeover by Citic and looks likely to stuff this one up.

Range Rover

13-04-2004, 01:46 PM

quote:Originally posted by peterafaj

Hi Willy Wonker

$2.50...Too Far from Reality !!! On what basis ???

Check the other Tenon tread. Brett Wilkinson values Tenon at 2.11 and this was before the profit upgrade.

No-one really knows the real value, except probably RBC , who are doing a real sucker job of grabbing TENON before the fair value can be established. Just review the establishment of RBC itself. Brian Gaynor wrote it up as almost corrupt in that they transferred assetts at book value into RBC out of FCL and basically ripped off FCL shareholders and within a few months sold these assetts at "Market value", to the benefit of the Directors and RBC shareholders. Would you trust them today ????

Cheers

Peter

Range Rover

13-04-2004, 01:52 PM

Before you make allegations about FCL shareholders being ripped off, why don't you get your facts right?

Every Fletcher Challenge Energy shareholder received one Rubicon share for every one Fletcher Challenge Energy share. So, whatever assets were transferred from Fletcher Challenge and at what price is irrelevant. The shareholders were the same people!! A Rubicon shareholder at the time of the Fletcher Challenge separation who remained a shareholder has received the benefit of any asset sales made by Rubicon.

quote:Originally posted by peterafaj

Hi Willy Wonker

$2.50...Too Far from Reality !!! On what basis ???

Check the other Tenon tread. Brett Wilkinson values Tenon at 2.11 and this was before the profit upgrade.

No-one really knows the real value, except probably RBC , who are doing a real sucker job of grabbing TENON before the fair value can be established. Just review the establishment of RBC itself. Brian Gaynor wrote it up as almost corrupt in that they transferred assetts at book value into RBC out of FCL and basically ripped off FCL shareholders and within a few months sold these assetts at "Market value", to the benefit of the Directors and RBC shareholders. Would you trust them today ????

Cheers

Peter

peterafaj

13-04-2004, 04:57 PM

AH, we have Range Rover, defender of FCL.

I guess you will tell us that it was fair and just that RBC was given 15% of FFS. Why ? A Job for the boys, as they knew that the other assets would soon be sold.
And what a brilliant strategy it has turned out to be. Totally frustrating the Board of FFS and now doing a reverse takeover to get control.!!
RBC have started the typical GPG dogfight over establishing share value , so as to depress the TEN share price and get as many suckers as possible to sell.

Anyway, as an insider, perhaps you could actually help by assisting readers in determining where in the 2.00 to 2.50 range you value TEN

Cheers

Peter

willy_wonker

13-04-2004, 05:29 PM

Closed @ $1.91. Looks like RBC aka GPG aka uncle Scrooge will have to front up or shut up. If RBC wont pay up then others will. There in the bushes lurks another predictor waiting for the opportunity. :)

13-04-2004, 06:20 PM

WW WHO and what will they pay.

willy_wonker

13-04-2004, 07:10 PM

Enigma, I am only stating what was printed in the papers mentioning FBU & CAH may be lurking in the background.

peterafaj

13-04-2004, 08:51 PM

That of course is probably the GPG strategy. Bid Low and wait , if others come along then at least they can sell at the higher price and walk away with a tidy profit, if not they have a bargain !

I think GPG has just under the 5% direct holding in TEN as well as the holding in RBC

Cheers

Peter

willy_wonker

14-04-2004, 09:32 AM

AMP and other funds with TEN will not accept RBC's $1.85 offer. :)

http://www.stuff.co.nz/stuff/0,2106,2874100a13,00.html

Range Rover

14-04-2004, 10:27 AM

I am not an insider but I am a defender of Fletcher Challenge when people make allegatiosn that are plainly misguided and unresearched. I notice you haven't had the gumption to apologise.

quote:Originally posted by peterafaj

AH, we have Range Rover, defender of FCL.

I guess you will tell us that it was fair and just that RBC was given 15% of FFS. Why ? A Job for the boys, as they knew that the other assets would soon be sold.
And what a brilliant strategy it has turned out to be. Totally frustrating the Board of FFS and now doing a reverse takeover to get control.!!
RBC have started the typical GPG dogfight over establishing share value , so as to depress the TEN share price and get as many suckers as possible to sell.

Anyway, as an insider, perhaps you could actually help by assisting readers in determining where in the 2.00 to 2.50 range you value TEN

Cheers

Peter

peterafaj

14-04-2004, 08:16 PM

Mr Range Rover

1) I note you only reply during business hours

2) I will email Brian Gaynor for a copy of his report in the Herald and post it. Then we will see who should apologise

So, how about contributing to the Forum and value TEN

Cheers

Peter

peterafaj

14-04-2004, 08:21 PM

Hi Willy Wonker

Thanks for the Link

Good News, shows we are on the right track and shares up another couple of cents today.

Cheers

Peter

willy_wonker

15-04-2004, 08:54 AM

Latest news.

1. RBC will not increase their offer of $1.85

2. CAH has a "No Comment" on takeover rumours for TEN.

3. Latest valuation by analyst is around $2.10 - $2.25.

This is getting interesting. :)

http://sg.biz.yahoo.com/040414/15/3jh2j.html

http://www.nzherald.co.nz/business/businessstorydisplay.cfm?storyID=3560543&thesection=business&thesubsection=forestry&thesecondsubsection=general&thetickercode=CAH

Range Rover

15-04-2004, 09:47 AM

To Peterafaj

1. So what if I reply during business hours? Does that make someone an insider??!!

2. If you think I should seriously consider any article by Gaynor, then I should be more worried about your judgment, not mine.

willy_wonker

15-04-2004, 12:18 PM

$2.00

cazzer

15-04-2004, 01:06 PM

some fairly large parcels being traded. Who's buying at $2.00 plus? When was the last time CHH made a takeover bid? Not really their style is it?

ari

15-04-2004, 08:07 PM

quote:AMP and other funds with TEN will not accept RBC's $1.85 offer
Similar situation to TRH.....with original offer at .75c if I recall...like we'll do you all a favour and take it off your hands!
As for insto's not accepting RBC's offer.....just how many insto's are left in TRH ? ...'not many, if any'

J. Holmes

16-04-2004, 09:31 AM

Anyone interested should read the article in the recent NBR on the current situation. Very interesting reading (particularly scathing of Sir Dryden Springs recent actions). FFS/Tenon whatever you choose to call them have been nothing short of inept at management and have destroyed millions of dollars of shareholder money.

I hope some value can be created for the shareholders (as it has already) from the current course of events.

ari

17-04-2004, 11:57 AM

Here we go again............:(

NBR Personal Investor: Maori leaseholders haunt Tenon amid takeover bid

Duncan Bridgeman
Saturday 17th April 2004

Maori lease-holders are threatening to turn Rubicon's $156 million bid for control of Tenon into a fiasco by haggling over the transfer of about $80 million of leases to Kiwi Forests Group.

Sources close to Tenon said any delay in the negotiations could shave up to 28c off the former Fletcher Challenge Forest's proposed $1.15-a-share capital return to shareholders.

Tenon must talk to about 100 separate Maori interests scattered throughout the Tarawera forest estate, a difficult process likely to be long running and expensive.

The issue is unlikely to derail the Tarawera sale but if the lease negotiations falter the properties concerned will remain in Tenon's hands, or possibly Rubicon's if its partial takeover is successful.

The lessees are in a powerful position, knowing that Tenon shareholders want their cash return and the company itself wants a clean sale.

Tenon has entered into an agreement to sell its Tarawera forests to Kiwi Group and US timber investor Han**** for $165 million, but the capital return to shareholders is dependent on the transfer of forestry rights and leases.

Tenon chairman Sir Dryden Spring was given a stern reminder of the issue this week when Rubicon complained the company had indicated to its shareholders the sale was unconditional.

Chief executive John Dell said yesterday he still expected few cases where transfer consents would not be granted and he remained confident the Tarawera sale would go through.

"We need to get alongside all the parties, explain what's going on, give them the documentation," Dell said. "But we are comfortable with the process."

There is a question mark over Tenon's ability to finance any shortfall in payout to its shareholders if a significant portion of the transfers remains unsettled by August.

"We haven't looked at that because we do remain confident that we'll get it all," Dell said.

"But certainly we have some flexibility in our banking arrangements ... the company is reasonably lowly geared."

The issue lurks beneath heated disputes over Rubicon's $1.85-a-share cash offer for 50.1% of Tenon and different valuations of the company.

Tenon says a profit upgrade, issued just hours before the proposed takeover announcement, has lifted its valuation of the company's shares to $2.06-2.32.

Tony Gibbs, a director of Guinness Peat Group, which owns 19.9% of Rubicon, said that range was "ludicrous" because it included foreign exchange gains of $7 million in the multiple calculations.

"I'm sure that whatever [Sir Dryden] did he did it in good faith but I just think the whole basis of putting multiples on foreign exchange gains is bloody stupid."

Dell said he did not accept the hedging gains should be taken out because the figure reflected the fact that operating earnings would have been higher had the exchange rate not been so high.

Gibbs: "That's nonsense accounting. You can't put a multiplier on the company and say that every year you are going to get a forex gain."

Gibbs said Rubicon had no plans to raise its bid and no other bidder had come forward.

Other major shareholders are expected to wait until the last minute before making a decision on whether to vote their shares.

Under the takeover code, the earliest date Rubicon can make a formal offer is April 22, after which the directors have 14 days to respond.

As far as the Tarawera sale is concerned and the transfer of forest rights and leases, Gibbs said he had no idea if there would be any delays. "Hopefully it will be okay, I very much hope it will."

ari

22-04-2004, 08:39 AM

Perhaps it is time to have a change at the top as they just keep bungling along.....

Takeover target Tenon has issued its second correction to the stock exchange in just over a week.

The forest products group replaced yesterday outdated profit forecasts used by chief executive John Dell at a forestry industry conference on Monday. It came as it emerged that the Securities Commission was looking into share trades by Tenon executives, including chairman Sir Dryden Spring and chief executive John Dell.

It also followed an admission last week that the group had mistakenly implied shareholders would get $320 million this year. Investors will get that sum only if the sale of its 107,000-hectare forest estate proceeds without a hitch. The mishaps will do little to help management as they seek to fend off the group's major shareholder Rubicon, which is seeking a 30.01 per cent stake for $156 million to take control.

A Tenon spokesman said the presentation Mr Dell used at the conference was prepared and sent to the organisers before an April 8 upgrade to its June year profit forecasts. He believed Mr Dell had told conference delegates the figures were incorrect. However, the fact that the presentation still contained the old figures had slipped his mind when he sent it to the exchange.

Meanwhile, the Securities Commission is understood to have received more than one complaint about executive share trades in the days before the group raised its profit forecasts. When the commission receives a complaint, it holds a preliminary investigation. It is not clear if it will take the matter further.

Mr Dell told BusinessDay neither he nor other executives had information that was not available to other shareholders.

willy_wonker

22-04-2004, 09:20 AM

I hope the Brady Bunch dont stuff up this one as they did with the last Citic t/o bid. [|)]

ari

23-04-2004, 11:10 AM

Only 40%....the rest ain't going to be easy...a bit of O/T might be called for;)

quote:Tenon Limited advised today that it had to date
received consents for the transfer of non-freehold forest assets to the Kiwi
Group consortium covering approximately NZ$82 million of such assets
(including NZ$40 million of consents previously disclosed to the market on 25
March 2004), which is approximately 40% of the total value of the
non-freehold assets. The Company has until the end of August 2004 to obtain
all necessary consents.

Taijon

23-04-2004, 09:56 PM

These figures are hard to get a handle on.

Between 25 March and today a further $42 million has been sorted out which seems pretty good.

$82 million represents 40% of the value of the leases to be transferred. Isn't the critical thing how many parties are there to negotiate with. There could be just 3 or 4 parties holding 60% of the leases and transfer could be close. Or there could be 300-400 parties, some really difficult, and completion could be miles away. Anybody know what the likelihood of a quick completion is?

Perhaps it will be in the independent advisers report.

peterafaj

24-04-2004, 11:40 AM

Good Thoughts Taijon

Those making adverse comments are clearly in the GPG camp trying to dampen price expectation.

Interesting comment from CAH that they will not confirm or deny their interest in TEN. That means they are doing their homework !. If they weren't they would simply say.."We are not interested".

We just need to be patient !

Cheers

Peter

willy_wonker

24-04-2004, 02:42 PM

As a landlord myself with commmercial properties, I really dont see any hurdles with the transfer of lease. If it is a creditable tenant that can guarantee rental payment, it is in the landlords best interest to sign the assignment across. It is very similar to assignment of lease to a new tenant.

ari

24-04-2004, 10:07 PM

Are some of the remaining, 'Maori' leaseholders ?

ari

25-04-2004, 08:54 AM

Excellent article from ROD ORAM.....

For Tenon to thrive let Rubicon die
25 April 2004

A visit to Rubicon's head office in Auckland's Viaduct Harbour only deepens one's suspicions about why it is bidding for control of Tenon, formerly Fletcher Challenge Forests.

As you step out of the lift on the top floor of Microsoft House, you're greeted by only a magnificent, sweeping view across the harbour. The expansive, beautifully decorated offices seem deserted. In fact, only seven people - the entire Rubicon payroll - work here.

Yet, the setting and company are perfectly in tune. Rubicon is all strategic vistas and no operating assets. It is a small group of people and a lot of capital in search of a job, a purpose in life. They argue it is Tenon. But maybe they need Tenon much more than Tenon needs them.

So far, Rubicon has had a short and torrid life. Listed in March 2001, it was a new vehicle into which Fletcher Challenge tipped all the bits it couldn't sell when it broke itself up.

In its first year, Rubicon did a good job selling off most of those assets, such as the Challenge! petrol stations, for substantially more than the low book value at which they had been transferred into Rubicon.

Drama and controversy have dogged every step. Highlights include court fights between Perry Corporation, a US arbitrageur, and GPG - which are both 20% shareholders in Rubicon - and questions over management incentive schemes and a change in accounting policies.

But in its second year, ending June 2003, Rubicon achieved nothing towards its long-term strategy of being a "business developer and commercialiser". It said it would access "appropriate new investment opportunities consistent with our capabilities".

Yet, having pored over 250 investment propositions, it bought into only one: Health Innovations, a local, private start-up provider of mental health care services to the public and private sector. It committed $4 million to buy a 33% stake. But Rubicon's management team, fresh from the forestry industry, doesn't appear confident about its acquisition. It is carrying it on its books at nil value.

Thus, Rubicon today consists of: a 50% stake in Horizon 2, a New Zealand tree cloning company half-owned by Carter Holt Harvey; a 50% stake in Forestadora Tapebicua, a similar Argentinian company; a 32% stake in AborGen, a US-based tree biotechnology consortium, and a 20% stake in Tenon.

So, Rubicon's management team doesn't actually run any operating assets. To date it is only a portfolio investor. And it is getting a big new slug of money to play with. When Tenon finalises the sales of its forest estates, it will return up to $669m of capital to its shareholders, of which Rubicon will get up to $134m.

Rubicon says its best investment opportunity is to use the money to buy control of Tenon. It is offering Tenon shareholders $1.85 a share to lift its stake to 50.01% at a cost of $156m, just $22m more than Tenon gives it.

Rubicon says it has the management skills to help Tenon grow faster and better. One logical step would be to merge the two companies. It has not said it will but such a step would remove one redundant board, management, head office and sharemarket listing. But the question is: which team deserves to survive and which is superfluous?

Rubicon stakes its case on being an experienced forestry management team from Fletcher Challenge. Chief executive Luke Moriarty's career, though, shows he is more an asset trader than builder; chairman Mike Andrews was chief executive of Fletcher 1997-2001; and director Hugh Fletcher was Fletcher CEO 1987-1997 and chairman 1997-2001. By any measure, but particularly the chronic loss of shareholder value, theirs is a poor record for buying and running assets.

While Andrews deserves credit for helping establish years ago the downstream processing operations which are the big hope for Tenon today, the plain fact is these promising assets were seriously neglected by Fletcher management. For example, capital expenditure at what is n

peterafaj

25-04-2004, 10:30 AM

Thanks ari

And also the Head Line on the front page of the business section

ROD ORAM: Rubicon bid seeks jobs for the boys !!!!!!

What is the site that you can access these articles ?

I wonder if Land Rover will come to FCL defense again !!!

Now it is Brian Gaynor and Rod Oram he will have to ignore !!!

Cheers

Peter

ari

25-04-2004, 11:04 AM

And where's Bruce Sheppard these days?

ari

25-04-2004, 11:13 AM

quote:Are some of the remaining, 'Maori' leaseholders ?
Just answered my own question, thought I had read it somewhere....

NBR Personal Investor: Maori leaseholders haunt Tenon amid takeover bid

Duncan Bridgeman
Saturday 17th April 2004

Maori lease-holders are threatening to turn Rubicon's $156 million bid for control of Tenon into a fiasco by haggling over the transfer of about $80 million of leases to Kiwi Forests Group.

Sources close to Tenon said any delay in the negotiations could shave up to 28c off the former Fletcher Challenge Forest's proposed $1.15-a-share capital return to shareholders.

Tenon must talk to about 100 separate Maori interests scattered throughout the Tarawera forest estate, a difficult process likely to be long running and expensive.

The issue is unlikely to derail the Tarawera sale but if the lease negotiations falter the properties concerned will remain in Tenon's hands, or possibly Rubicon's if its partial takeover is successful.

The lessees are in a powerful position, knowing that Tenon shareholders want their cash return and the company itself wants a clean sale.

Tenon has entered into an agreement to sell its Tarawera forests to Kiwi Group and US timber investor Han**** for $165 million, but the capital return to shareholders is dependent on the transfer of forestry rights and leases.

Tenon chairman Sir Dryden Spring was given a stern reminder of the issue this week when Rubicon complained the company had indicated to its shareholders the sale was unconditional.

Chief executive John Dell said yesterday he still expected few cases where transfer consents would not be granted and he remained confident the Tarawera sale would go through.

"We need to get alongside all the parties, explain what's going on, give them the documentation," Dell said. "But we are comfortable with the process."

There is a question mark over Tenon's ability to finance any shortfall in payout to its shareholders if a significant portion of the transfers remains unsettled by August.

"We haven't looked at that because we do remain confident that we'll get it all," Dell said.

"But certainly we have some flexibility in our banking arrangements ... the company is reasonably lowly geared."

The issue lurks beneath heated disputes over Rubicon's $1.85-a-share cash offer for 50.1% of Tenon and different valuations of the company.

Tenon says a profit upgrade, issued just hours before the proposed takeover announcement, has lifted its valuation of the company's shares to $2.06-2.32.

Tony Gibbs, a director of Guinness Peat Group, which owns 19.9% of Rubicon, said that range was "ludicrous" because it included foreign exchange gains of $7 million in the multiple calculations.

"I'm sure that whatever [Sir Dryden] did he did it in good faith but I just think the whole basis of putting multiples on foreign exchange gains is bloody stupid."

Dell said he did not accept the hedging gains should be taken out because the figure reflected the fact that operating earnings would have been higher had the exchange rate not been so high.

Gibbs: "That's nonsense accounting. You can't put a multiplier on the company and say that every year you are going to get a forex gain."

Gibbs said Rubicon had no plans to raise its bid and no other bidder had come forward.

Other major shareholders are expected to wait until the last minute before making a decision on whether to vote their shares.

Under the takeover code, the earliest date Rubicon can make a formal offer is April 22, after which the directors have 14 days to respond.

As far as the Tarawera sale is concerned and the transfer of forest rights and leases, Gibbs said he had no idea if there would be any delays. "Hopefully it will be okay, I very much hope it will."

peterafaj

25-04-2004, 02:17 PM

ari

I think I saw in the paper where Bruce Sheppard sold his FFS shares at 156 so he missed on the gains!.

It is interesting that after helping GPG scuttle FFS plans to get CNIF, he didn't have any faith in what was left !!!

Cheers

Peter

willy_wonker

26-04-2004, 09:23 AM

Good articles Ari, thanks mate :)

Range Rover

26-04-2004, 05:17 PM

Isn't it funny how some people either can't or won't read or listen to what others are saying.

Peterafaj seems to think it's okay to make false statements and then, when someone points out he's wrong, proceed to attack those who try to correct him. He is unable to accept his allegation that Fletcher Challenge shareholders were somehow ripped off when Rubicon was created is untrue.

He also seems to think Gaynor walks on water when most of what he has written about Fletcher Challenge and the 2001 separation process is just an emotive attack on the executives involved.

clearasmud

27-04-2004, 02:06 PM

Is this co to be a good story for the next few years?
Tenon management good?
Big opportunities?
Threats?

willy_wonker

27-04-2004, 02:23 PM

As the days go by, I am thinking that there may not be another counter offer as rumoured. Anyway, time will tell. I have concerns that the building industry slowdown with US, Britain, Aust & NZ interest increase.

Taijon

28-04-2004, 11:10 PM

Have a look at the company presentation to the Shareholders Association in Taupo a couple of days ago. Its on the Tenon website. I think its pretty good and current management seem to have got their act together in terms of company direction.

I'll be very disappointed if Rubicon management get back in the driving seat. They had their time before and we got nothing. Congratulations to Mr Dell on a good presentation and for driving the new direction.

ari

29-04-2004, 09:28 AM

quote:Have a look at the company presentation to the Shareholders Association in Taupo a couple of days ago. Its on the Tenon website.
Where does one find article on Tenon site ?????????

maxine

29-04-2004, 09:35 AM

Exactly Ari. I went and looked for this as soon as it was announced to the exchange two days ago. Couldn't find it anywhere on their site. Assumed it might take a day or so to get up. On reading Taijon I went again. Still can't find it.

Is there any chance Taijon is just a Tenon cheerleader who is pumping the management, and misrepresented that they had actually got the report form the site?....please Taijon, say it ain't so! Point us to the right place on the Tenon site.

weasel

29-04-2004, 09:43 AM

investor center -> downloads library -> presentations. it wasn't that hard to find guys!

Taijon

29-04-2004, 09:54 AM

Great to see others had trouble finding it. I thought it was just me lacking in ability!!!!! I had to email the company to find out where it was. That aside, I still think the presentation is good, and no I'm not from inside the Tenon tent, just a patient holder of a few thousand shares.

ari

29-04-2004, 10:14 AM

http://www.tenon.co.nz/investor/downloads/0427%20Presentation%20to%20NZSA%20Taupo%20Visit.pd f
now isn't that easier;)

ari

05-05-2004, 04:23 PM

Rubicon offer doc's in mail this Sat.
What is the feeling out there.....do you think they will be successful.....(mine are not for sale!!!!!)

ari

07-05-2004, 12:13 PM

Why the 3c fall.....is the Rubicon buyout a forgone conclusion?????

willy_wonker

07-05-2004, 01:30 PM

quote:Originally posted by willy_wonker

As the days go by, I am thinking that there may not be another counter offer as rumoured. Anyway, time will tell. I have concerns that the building industry slowdown with US, Britain, Aust & NZ interest increase.

I think this may be the reason for the price drop as mentioned earlier.

ari

07-05-2004, 01:53 PM

If they can't get the fore shore...what about the forests?

NBR Personal Investor: Battle for Tenon hots up

By Duncan Bridgeman
Friday 7th May 2004

Maori leaseholders won't say if they plan to play hardball over the sale of Tarawera Forest estate as another dogfight between Tenon and its biggest shareholder, Rubicon, looms.

Kawerau-based Maori Investments has an 11% share in Tarawera Forests and holds title to key parcels of land throughout the estate.

Tenon needs consents for the transfer of forestry rights and leases in order to return capital to its shareholders after the company agreed to sell the estate for $165 million.

A spokeswoman for Maori Investments, chairwoman Bev Adlam, said the organisation would not comment while negotiations with Tenon were continuing.

Tenon recently announced to the stock exchange that it had received consents covering approximately $82 million or about 40% of the total value of non-freehold assets at issue.

The company has until the end of August to obtain all necessary consents but it must talk to about 100 separate Maori interests in the meantime.

The issue is expected to be included in a series of risks that Rubicon will outline in a partial takeover offer to shareholders tomorrow.

If the lease negotiations falter or are delayed, the properties concerned will remain in Tenon's hands or possibly Rubicon's if its partial takeover is successful.

The Rubicon report is also expected to focus on the speculation in the market of a competing bit, which is seen as underpinning the Tenon share price.

Fletcher Building and Carter Holt Harvey had been touted as possible bidders but both have since dismissed the notion and no other candidate has indicated any interest.

All this suggests Rubicon is steeling itself for an independent report on the takeover by Grant Samuel, expected to be released early next week.

Tenon and Rubicon have already clashed heavily over Rubicon's $1.85-a-share offer for the 30% it needs to control Tenon.

Tenon values the shares at between $2.06 and $2.32.

Meanwhile, Tenon confirmed this week it did not need shareholder approval for the sale of the Tarawera Forest estate.

willy_wonker

07-05-2004, 05:21 PM

It just doesnt make sense for the Maoris to hold up the assignment of lease to the new forestry owner. As a landlord, I know that a it is in the landlords best interest to assigned the lease than to go through a battle where the tenant will delay rental arrears and/or default on payment.

madmike

07-05-2004, 07:15 PM

quote:Originally posted by willy_wonker

It just doesnt make sense for the Maoris to hold up the assignment of lease to the new forestry owner. As a landlord, I know that a it is in the landlords best interest to assigned the lease than to go through a battle where the tenant will delay rental arrears and/or default on payment.

willy
read the rodney times headlines
maoris interests around the country are holding everyone to ransom
in the tuesdays article maoris received $1m in cultural advise payments
todays rodney times says
"pakiri sand dredges are paying royalties worth a million dollars to the wrong maori reprsentative group the maori land court has found"
if they get the seabed and foreshore god knows what "charges" they will pass on to us kiwis!!!!!
what i'm saying is that the 60% left will try to hold out for a backhander.
the nz courts are so weak they will buy in on the issue....what i'm saying is that the leaseholders (in normal law) have no real right to withhold a lease transfer, but being maori
oh dont get me started....i'm going for my gun licence next week, i suggest every kiwi get one...soon there will be more than ducks to shoot!!!!!

ari

08-05-2004, 03:27 PM

Received Rubicon offer doc's today...

quote:Although Tenon shares are trading at around &1.93 (as at time of writing), we believe that this is an Offer that, on full analysis, is attractiveYEAH RIGHT..what a load of ****e...attractive to whom? (remember TOLL's sad story)
Gibbs & Fletcher certainly know the true value just don't let them have it for $1.85, or certainly not for this first offer

ari

10-05-2004, 08:36 AM

Quotes from NZ Herald....same article....

quote:Rubicon argues that the $1.15 a share shareholders are getting from Tenon's forest sale is not guaranteed........

quote:Rubicon will ultmately fund the offer from a return of capital from Tenon's forest sale

Call me old....but don't call me stupid.........

willy_wonker

10-05-2004, 09:19 AM

Ari, chill out mate. GPG/RBC cheeky takeover offer is all part of the game. This should make you smile.

RBC Sweetens Deal

http://www.stuff.co.nz/stuff/0,2106,2902215a13,00.html

ari

10-05-2004, 09:28 AM

WW..I was aware of that...it was actually in same article as quotes...

10-05-2004, 02:10 PM

ari don't bother WW can only understand the headlines and you can not call it a sweetener when you read the text

ari

10-05-2004, 02:39 PM

Exactly Enigma....like...
quote:you have no downside in accepting our Offer should a higher cash offer for 100% of the company (on no less favourable terms and conditions than our Offer) be made prior to our Offer being decared unconditional

And whom is going to unravel the fine print should matter come to this....keep it simple and don't sell:D
What Rubicon are really saying, is that there is 'no downside' for them whatever they do....ie not successful with bid, stay on for the ride. Successfull with bid....use Tenon funds to complete.

digger

10-05-2004, 04:41 PM

If RBC r sucessful in getting 50.01% will that mean they can scuttle the next $1-15 payout???

ari

12-05-2004, 10:11 AM

Seconds out.................:D:D:D
Independent Adviser, Grant Samuel, has assessed the fair value of Tenon in
the context of a takeover Offer, to be in the range of NZ$2.01 to NZ$2.22 per
share. Rubicon's partial Offer price of $1.85 therefore undervalues Tenon by
between NZ$45 million and NZ$103 million.

Prophet

12-05-2004, 01:18 PM

We all knew the mob at RBC where a bunch of burglers. Grant Samuel report proves that:(

I will NOT be SELLING!

digger

12-05-2004, 04:10 PM

Surely this takeover is dead in the water. Anyone wanting or having to sell would have surely done so by now at prices above 1-85.
Yet u know some will not understand the market and sell into this lower figure,still it will be nothing like enough to reach 50-01%.I can only think of a large holder who could have not had the opportunity to already sell,yet at this low figure the large holders are the least likely to get out. It is dead.RBC should either raise the offer or bugger off and stop making a fool of themselves.

ari

12-05-2004, 04:24 PM

quote:Yet u know some will not understand the market and sell into this lower figure
What a fickle market......with the drop today are the punters giving credit to RBC buyout[?]
Surely the no sell would have given the other signal...it did to me,but what the fek do I know[?]
Large volumes trading around 4.00pm

mikescott

12-05-2004, 08:45 PM

If share its price be fall below $1.85, i am thinking that RBC it will be successfully receiving enough from big shareholders at $1.85 who is be wanting to get out. Better to sell now if can get better than $1.85 than worrying about accepting offer and then finding that there be scaling.

willy_wonker

13-05-2004, 10:36 AM

quote:Originally posted by digger

Surely this takeover is dead in the water. Anyone wanting or having to sell would have surely done so by now at prices above 1-85.
.

quote:Originally posted by willy_wonker

quote:Originally posted by willy_wonker

As the days go by, I am thinking that there may not be another counter offer as rumoured. Anyway, time will tell. I have concerns that the building industry slowdown with US, Britain, Aust & NZ interest increase.

I think this may be the reason for the price drop as mentioned earlier.

Sold my TEN at around $1.95 average. Better money in the bank than sleepless nights worrying about a few more extra cents.

clearasmud

13-05-2004, 10:53 AM

Time to buy TENPa back @1.86 Willy.

willy_wonker

13-05-2004, 11:56 AM

The global interest rate rise including NZ does worry me abit. It will have an impact on the construction sector and housing market.

What if RBC pulls out?

I think I will sit this one out.

Prophet

13-05-2004, 12:54 PM

Why sell out 10 - 20% below fair value? If RBC want a controlling share then they need to pay up. No pressure to sell on the punters in my reading of the tea leaves. If, and its a big if, the RBC offer gets through then those left holding will still have aaccess to the better company. RBC can't syphon off the residual cash return without shareing it with the remaining shrholders and if they keep it in the company you win anyway.

ari

13-05-2004, 07:55 PM

So what's new.....Gibbs at it again......[|)][|)]

TAKEOVER: TEN: Rubicon makes complaint to Takeovers Panel

13 May 2004 - Rubicon Forests Limited ("Rubicon") announced today that it had
made a formal complaint to the Takeovers Panel in relation to the actions of
the Tenon Independent Directors.

Rubicon's Offer is conditional upon the directors of Tenon either confirming
to Rubicon that there are no material interests or assets which could be
adversely affected if Rubicon were to move to 50.01% of Tenon, or failing
them so confirming, allowing an independent expert to review the information
so that the confirmation can be provided to Rubicon.

Rubicon said, "We were extremely surprised to read in the press release
issued yesterday by Tenon, that 'Tenon's Independent Directors have advised
Rubicon that they do not intend to provide Rubicon with any Director's
certification, or provide information to an "expert" appointed by Rubicon, in
respect of conditions Rubicon has attached to its Offer.' The fact is that we
had not been advised of this stance by the Independent Directors - their
press release would appear to be their advice to us."

Rubicon said, "We can not understand why the Independent Directors wish to be
obstructive on this matter. It is surely in the best interests of Tenon
shareholders that the Offer is open to them for acceptance. Tenon's
Independent Directors' actions in this regard may well prevent this from
occurring. It must surely be a simple matter for the Independent Directors to
give the confirmation required.

If the Independent Directors have concerns about their personal liability in
giving the confirmation, then they should let an independent expert give the
confirmation. Surely one or other of the two approaches to satisfying this
condition must be acceptable to them - it is difficult to believe that
neither are, unless the Independent Directors' intention is to frustrate
Rubicon's Offer."

clearasmud

13-05-2004, 08:18 PM

wonder if the sp is being manipulated down by rubicon or their friends atm?

willy_wonker

14-05-2004, 09:13 AM

This will also have an effect on TEN.

Foresters cut back to fight slump in major market

http://www.nzherald.co.nz/business/businessstorydisplay.cfm?storyID=3566302&thesection=business&thesubsection=forestry&thesecondsubsection=forests&thetickercode=CAH

ari

14-05-2004, 12:16 PM

new bidder.....:D
http://www.sharechat.co.nz/features/nbr/article.php/363f7149

ari

14-05-2004, 05:33 PM

How do these guys take them selves seriously......even Little of Toll came to the party....
Although I still believe the whole thing is a ploy...

quote:TAKE_PAN: TEN: Takeovers Panel to Meet on Tenon / Rubicon Matter

Rubicon has asked the Takeovers Panel to convene a meeting under section
32(1) of the Takeovers Act 1993 relating to certain actions allegedly taken
by the directors of Tenon in response to Rubicon's partial takeover offer.

The Panel has considered Rubicon's request and decided to hold a meeting on
19 May 2004.

Rubicon's partial takeover offer dated 5 May 2004 was sent to Tenon and to
the Panel. The offer contains a number of conditions.

Rubicon alleges that certain behaviour on the part of Tenon's directors in
response to conditions in the offer constitutes "defensive tactics" for the
purposes of rule 38 of the Code in that it could frustrate the offer and/or
deny Tenon's shareholders the opportunity to decide on the merits of the
offer.

The meeting will be held at 10.00 a.m. on Wednesday 19 May 2004 in Auckland.
The meeting will be a private meeting.

clearasmud

14-05-2004, 07:39 PM

i'm certainly not selling mine below 1.94 esp as i bought almost half of them at 1.94!
besides this outfit has great prospects.

biker

19-05-2004, 11:01 AM

Now this is looking a little better :)

REL: 0931 HRS Tenon Limited

TAKEOVER: TEN: Rubicon media release

Rubicon Increases Offer to $1.95 per Tenon share

19 May 2004 - Rubicon Forests Limited announced today an increase in its
Offer price in respect of its
partial takeover Offer for Tenon Limited shares.

The increased Offer price is $1.95.

The attached letter, together with an updated Independent Advisor's report
that the consideration and
terms offered for both classes of Tenon shares is fair and reasonable as
between the two classes, will
be sent to shareholders.

A copy of this letter can be requested from lcr@nzx.com.
End CA:00100322 For:TEN Type:TAKEOVER Time:2004-05-19:09:31:25

madmike

19-05-2004, 11:57 AM

come on lets not get carried away

rbc is just looking after itself.

once it gets 50% it will be selling it off as soon as it can to the chinese.

the point that i'm making is ......if you are a tenon holder.......

are you going to be screwed now (selling to rbc)

or are you going to be screwed later (by the chinese)

i'm sure tenon means "dog" in some language

biker

19-05-2004, 12:33 PM

I said a 'little' better. Note to self -dont get carried away!

peterafaj

19-05-2004, 08:35 PM

The action has heated up.

There was some talk of a further bid , so it will be interesting to see if this move by Rubicon/GPG brings a bidder out of the woodwork.

Does anyone have a record of companies that GPG have raided and their subsequent share price ? Given that GPG have full knowledge of all the financials then they obviously value it significantly above 195 or they wouldn't put more money at risk.

Wait and see I think, or at least wait until the last possible moment before deciding.

Cheers

Peter

coge

19-05-2004, 08:45 PM

GPG generally do not increase their T/O bids.

Therefore, in this case the 1.85 bid was deliberate, in order to make 1.95 seen more palatable.

Makes good entertainment regardless.

willy_wonker

20-05-2004, 02:30 PM

Game over guys.

It looks like $1.95 is the price and no other buyers on the horizon, unless you believe the rumours.

ari

21-05-2004, 01:05 PM

I just hope the majority of TEN shareholders have more inteligence than the writer of the latest propaganda from RUB...one H.A. Fletcher

quote:...if you owned, say 200 Tenon shares (and assuming no scaling), then selling those shares into our Offer of $1.95 per share brokerage free,is eqivalent to selling them into the market on low brokerage at a price of $2.10 per share YEAH BUT.....
If you have say 100,000 shares and sell in the same senario (brokerage $202.50) then they would equal $1.952025.....comeon Hugh, you can do better than that;)

ari

21-05-2004, 01:16 PM

quote:Friday 21st May 2004

Wood processor Tenon is advising its shareholders to take no action on a revised partial takeover from Rubicon Forests pending a further announcement today

A few buyers lining up.....

maxine

21-05-2004, 02:19 PM

Ari, My guess is that Tenon will have thousands and thousands of tiny shareholders (a relative of mine, I found out the other day, has 3...yes three....go figure).

My guess is that the 0 to 1000 shareholder group is a lot of individuals. If you just look at the offer from their point of view (I know that is an artificial constraint I suppose) wouldn't you argue that the Tenon Directors are giving them really bad advice?

Isn't the best thing that could happen for them be to get their $1.95 brokerage free?

Sure they might get scaled and end up with even fewer, but what ever way you look at it, isn't this still the best/ no downside deal these thousands of shareholders are going to see?

Just questions ari.

ari

21-05-2004, 04:05 PM

TENON 1 Rubico 0

quote:TAKE_PAN: TEN: Takeovers Panel Finds Tenon Has Not Contravened Code

The Takeovers Panel met on Wednesday 19 May 2004 to consider a complaint from
Rubicon Limited that the directors of Tenon Limited had contravened rule 38
of the Code.

Rule 38 prohibits the directors of a company that has received a takeover
offer from taking actions having the effect of frustrating an offer or
denying the shareholders of the target company the opportunity to decide on
the merits of the offer.

Rubicon alleged that the actions of the directors of Tenon in:
o declining to provide certain confirmations required by conditions included
in Rubicon's partial offer for Tenon; and
o in stating publicly that they did not intend to provide information to an
independent expert appointed by Rubicon in relation to those same conditions,

were defensive actions for the purposes of rule 38.

The Panel determined that it was satisfied that the directors of Tenon did
not contravene rule 38 of the Code by their actions in relation to Rubicon's
offer.
The full text of the Panel's determination is available on the Panel's
website at www.takeovers.govt.nz

Ngapuke

21-05-2004, 09:32 PM

I got this email from Tenon just after 6pm ... but don't seem to be able to read the news release on their website yet. Anyone know more about it? (These emails are sometimes sent out prematurely, before their Web site is updated.)

Tenon Limited has added a News Release to its Investor Relations website.
Title: Tarawera Forestry Right Sale Unconditional
Date/time: 5:40 pm, Friday 21 May 2004

For a listing of our News Releases, including the above, visit:
<http://www.tenon.co.nz/newsroom/default.asp>

Ngapuke

21-05-2004, 10:02 PM

I've answered my own question: they've left off the 3 characters "PDF" to the news release URL. Try http://www.tenon.co.nz/articlefiles/040521%20Tarawera%20Forestry%20Right%20Sale%20Unco nditional.pdf

Says that forestry right sale is now unconditional and settlement will be early June.

digger

22-05-2004, 08:02 AM

Thanks for that link,Ngapuke it certainly explains to me why RBC has upped their partial takeover offer. So it looks like the second $1-15 payment is more or less a certainty,as i remember Tenon earlier comments on this matter. You will remember that RBC used this uncertainty of a second payment as a arguement to sell to RBC.

peterafaj

22-05-2004, 03:53 PM

Are we jumping the gun here ?

This is clearance from the Overseas Investment Commission. We are actually waiting on the transfer of the leases and forestry rights from some of the Maori owners to be able to get the full payout.

Cheers

Peter

ari

22-05-2004, 08:16 PM

quote:Are we jumping the gun here ?
the wording says...... the forestry right sale is now unconditional, and settlement is expected in early June 2004.....

surely that means the cheque book is coming out...

Taijon

25-05-2004, 02:40 PM

Rubicon's partial takeover seems to be going nowhere. I haven't seen any SSH notice to indicate otherwise.

With no counter offer emerging it looks as if Rubicon's T/O will just die. Any thoughts on what might happen to the TEN shareprice? Could it drop 10-15 cents? If one believes that to be a possibility it would be better to sell now for 192 cents.

Thoughts please.

ari

25-05-2004, 05:19 PM

quote:If one believes that to be a possibility it would be better to sell now for 192 cents.

Thoughts please.

TENON as with it's former guise FFS has always been long term, I'm not jumping ship yet, as future plans look good having had nothing but gloom for so long......patience with this one will pay off, even some div's

ari

26-05-2004, 01:19 PM

KISS & just increase the share offer............

quote:TEN
26/05/2004
TAKEOVER

REL: 1156 HRS Tenon Limited

TAKEOVER: TEN: Handling Fee to be paid by Rubicon Forests Limited

26 May 2004 - Rubicon Forests Limited ("Rubicon") today announced that it
would pay handling fees in connection with its partial takeover offer for
Tenon Limited ("Tenon"). As Rubicon only needs to acquire the shares of a
relatively small number of institutions to be successful, it wishes to ensure
small investors are fully informed in relation to the offer and have every
opportunity to participate in the offer. The handling fees will compensate
Trading Participants for providing advice to retail clients who wish to
accept Rubicon's offer.

The amount of the handling fee payable will be 0.75% of the consideration
paid for any acceptances received and subsequently accepted, prior to close
of business on 3 June 2004. The handling fee will be subject to a minimum and
maximum amount for any single acceptance form of NZ$50 and NZ$750
respectively, inclusive of GST, if any.

The fee is payable, upon Rubicon's offer becoming unconditional, to any
Trading Participant of the NZX whose stamp appears on the Acceptance Transfer
Form. Only one fee will be paid in respect of any qualifying acceptance.

Rubicon reserves the right to aggregate any acceptances in determining the
handling fees payable to any Trading Participant if Rubicon reasonably
believes that a party has manipulated holdings to take advantage of the
handling fee.

Trading Participants are precluded from receipt of any handling fee in
respect of shares in which they or their associates have relevant interests
(within the meaning of those terms under Companies Act 1993).

Handling fees paid may not be directly or indirectly shared or extended to
accepting shareholders.

Any queries in relation to the handling fee should be directed to Andrew
Barclay at Goldman Sachs JBWere on +64 9 353 2358.

Benlamnz

26-05-2004, 05:18 PM

Maybe this is why Norske Skog has not yet tabled its rival bid for Tenon....
--------------------------------------------------
Top Finnish forestry firms raided by competition enforcers

26.05.2004 11.47 am

HELSINKI - A swathe of leading global forestry firms were raided by competition enforcers on Tuesday as part of antitrust operations on both sides of the Atlantic regarding price fixing and market manipulation.

Raids were carried out by local or European Union (EU) antitrust authorities at Finland's UPM-Kymmene, Stora Enso, Metsaliitto, M-real and Norway's Norske Skog. US and Canadian authorities co-operated.

International Paper Co, the top North American forest products company, said it had been contacted by US officials in connection with the probe, but would not confirm or deny that it was being investigated. US packaging maker Bemis Co said European investigators visited its operations in Belgium.

Late on Tuesday, South African pulp and paper maker Sappi said its European head office had also been raided. The company, the largest producer of fine paper used for glossy magazines, said it had agreed to co-operate with EU antitrust officials.

"The purpose of these inspections is to ascertain whether there is evidence of cartel agreements and related illegal practices concerning price fixing, fixing of other commercial terms and/or allocation of customer," the EU executive said.

Dawn raids are a preliminary step in a cartel probe and do not prejudge the outcome of an investigation. There is no deadline for the commission to complete its probe.

Shares in all the Nordic firms that are listed fell. At the close in Helsinki, Stora Enso was down 4 per cent at 10.56 euros ($21.25), UPM lost 3.7 per cent to 14.51 euros and M-real shed 2.7 per cent to 6.93 euros.

The Oslo bourse was swift in suspending Norske Skog shares on the news. Trade resumed and the shares closed 4.3 per cent lower at 111.50 Norwegian crowns ($16.37). The DJ Stoxx Basic Resources index was 0.9 per cent lower.

At least some of the raids were sparked by UPM-Kymmene, which alerted local authorities to price fixing in the raw wood procurement market, the Finnish Competition Authority said in a statement.

UPM approached antitrust authorities in Europe, Canada and the United States on January 15 after an internal investigation.

"The EU, several of its member states, and Canadian authorities have informed UPM it has received conditional full immunity," the company said in a statement. "Immunity requires a commitment... to co-operate fully."

The first company to blow the whistle on a cartel can receive amnesty from the commission, while companies that co-operate with the EU executive are shown leniency.

Under European competition law, to which Norwegian rules were harmonised on May 1, operating cartels and price fixing are considered some of the most serious breaches of European Union competition rules.

Fines imposed on cartels have in the past run up to hundreds of millions of euros.

Analysts said it is unclear how great an impact the raids will have.

"If it dates back many years, I would not regard this as a major problem, but if it is quite recent, then it could be a problem that could hurt the sector," said an analyst who asked not to be named.

The EU gave no details on its suspicions, but Norske Skog said it believed the raid had to do with cartel activity in the recycled paper market. M-real said the officials had looked for evidence of cooperation in the fine paper market.

The European Commission accused UPM this month of being part of a plastic industrial sack cartel, a business it exited in 2000, and in the United States the company's pressure-sensitive label stock business is being investigated.

In a case that closed in 2002 with no violations found, Norske Skog was investigated on suspicion of price cooperation between producers of publication papers in 1995-1996.

Both it and UPM said they now have strict internal rules in place to ensure they do not violate compe

madmike

27-05-2004, 07:52 PM

"The handling fees will compensate Trading Participants for providing advice to retail clients who wish to accept Rubicon's offer."

"The fee is payable, upon Rubicon's offer becoming unconditional, to any Trading Participant of the NZX whose stamp appears on the Acceptance Transfer."

To me it seems the handling fee is part of the offer. Brokers wont get any money unless RBC succeeds so why would brokers offer "advice" if they may not get paid!!!!

And why introduce the handling fee now rather than at the start of the offer!!!!

Sent my acceptance form back to RBC with "F*ck All" written in for the number of shares i wanted to sell to them?!!!!.

Been thinking of offerring RBC $1.95ps for their stake in TEN....do you think they would accept????

winner69

27-05-2004, 09:34 PM

Nice one madmike

I can see the headlines now

"Rubicon acquires F**K ALL of Tenon"

Taijon

28-05-2004, 12:11 AM

Stuff website is carrying a story that says Rubicon is very confident it has enough institutions ready to accept to achieve its target. How do others see it?

28-05-2004, 09:07 AM

Taijon this is quite likely as if the new cash payout would in my opinion remove Tenon from major indicies forcing a lot of Fund Managers to sell anyway.

willy_wonker

28-05-2004, 09:34 AM

The games over guys. It seems like there is no counter bids and that after RBC gets their 50%, the price will drop. You can either sell now on market, to RBC or take a risk that the price will not drop after RBC has competed their 50%.

Why have sleepless nights just for a few more cents?

disc: sold my holdings at $1.95 a few weeks back.

coge

28-05-2004, 09:57 AM

I've sold to RBC, capital better used elsewhere.

This offer has been one of the few certainties with this stock. For once you can count on something, $1.95.

Benlamnz

28-05-2004, 05:45 PM

They have over 30% now....

TEN
28/05/2004
SSH
REL: 1730 HRS Tenon Limited
SSH: TEN: SSH Notice Received
NOTICE 23541 DETAILS
Submitted Date : 28-May-2004 17:29
Status : Accepted
Substantial : Y Director : N
Add Holder : N Change Holder : Y
Ceased Holder : N Change Nature : N
Issuer Code : TEN Tenon Limited
Holder : Rubicon Forests Limited
Address : Level 6, Microsoft House
: 7-9 Fanshawe Street
: Auckland
Country : New Zealand
Contact Name : Bruce Burton
Phone : 09 356 9800
Total of Interest : 86706635
Total Issued : 278852061
Total % : 31.09
Class : TEN
Votes Attached : 1
Beneficial
Total of Interest :
Non Beneficial
Total of Interest : 15791327
Current % held : 31.09
Last % held : 23.36
Class : TENPA
Votes Attached : 1
Beneficial
Total of Interest :
Non Beneficial
Total of Interest : 70915308
Current % held : 31.09
Last % held : 23.36
Description :
(a) Rubicon Forests Holdings Limited (7,500,000 Ordinary Shares and
41,714,866 Preference Shares)
(a) Rubicon Forests Investments Limited (214,711 Ordinary Shares and
6,335,084 Preference Shares)
(b) Acceptances received from 4,230 shareholders in respect of Rubicon
Forests Limited s partial takeover offer for ordinary and preference
shares
in Tenon Limited (8,076,616 Ordinary Shares and 22,865,358 Preference
Shares)
(a) Rubicon Forests Limited entered into separate deeds on 05/05/2004 with
Rubicon Forests Holdings Limited and Rubicon Forests Investments Limited.
Pursuant to the deeds, both Rubicon Forests Holdings Limited and Rubicon
Forests Investments Limited have agreed that Rubicon Forests Limited may
exercise on their behalf the voting rights attached to the ordinary and
preference shares of Tenon Limited that they each hold. Both Rubicon
Forests Holdings Limited and Rubicon Forests Investments Limited remain
the
registered holders of the concerned securities, in their respective
shares.
This authority may be terminated at any time by the grantor.
(b) Acceptances received from 4,230 shareholders in respect of Rubicon
Forests Limited s partial takeover offer for ordinary and preference
shares
in Tenon Limited.
Documentation
With Notice : No
Not Filed : Yes
Been Filed : No
Number of pages : 0
Date of Last Notice :
Submitted By : Bruce Griffith Burton on 28-May-2004 at 17:29
End CA:00100770 For:TEN Type:SSH Time:2004-05-28:17:30:28

ari

30-05-2004, 02:21 PM

quote:Grant Samuel....."In the absence of actual and potenial takeover speculation, the Tenon share price is likely to be lower than the current share price"

And if the brokers consider "fair" value to be around $2, and Rubicon consider that Tenon could be run more efficiently with their expertise (more profits one would think) then given time there might be some more in it. I mean I've been through hell with them for the past 4 years and not going to give in now.......although might just have another look at that offer doc:).........H E L P !

Ngapuke

31-05-2004, 10:22 AM

If Rubicon have about 87m shares to play with (out of issued 278m), I guess they have enough to sell the odd million into the market at sub-$1.95 to encourage a little panic? Who else would sell decent parcels this week at sub-$1.95? Or am I being naive?

ari

31-05-2004, 10:22 AM

Nice sypnopsis...could not have said it better.....
]TEN
31/05/2004
TAKEOVER

REL: 0839 HRS Tenon Limited

TAKEOVER: TEN: Aggressive Rubicon tactics show bid not appealing enough

Auckland, 30 May 2004 - The Chairman of Tenon Limited, Sir Dryden Spring,
issued the following statement today.

"Rubicon's increasingly aggressive takeover tactics demonstrate their bid for
Tenon is not winning over enough shareholders.

"All we have seen so far is acceptances from a number of institutional
investors who had already signalled their willingness to take the Rubicon
offer.

"Beyond that, the Rubicon offer is not gaining any momentum.

"That's why we are seeing Rubicon make so many last minute moves to tout the
offer to shareholders - such as paying handling fees to third parties whose
clients accept the offer, setting up a phone centre to cold-call
shareholders, sending another mail-out over the weekend, and presenting those
previously signalled acceptances as if they were something new.

"Rubicon's real problem is that they are not prepared to pay Tenon
shareholders full value for their shares. They only want 50.01% of the
company's shares, and they have not demonstrated to our shareholders that
they have any new strategies to improve the company's performance.

"The lack of any new strategies for Tenon isn't likely to impress
shareholders who've observed the major turnaround in the company's
performance over the last year, which has created real shareholder value.

"Tenon has been transformed to deliver real value to shareholders - with
forest sales well above their share price values, surplus capital going back
into shareholders' hands, and core businesses generating profits that are
well ahead of expectations."

ENDS

ari

31-05-2004, 03:18 PM

Buy at $1.88, Sell to Rubicon at $1.95 (+free brokerage)...jusy too easy

coge

01-06-2004, 10:13 AM

They're over 37% now.

Anyone know when they pay us out?

ari

01-06-2004, 11:58 AM

Did not TOLL offer $1.10, now shares trade between $1.55 > $1.65 and many say it was a dog of a company.
Now we have TENON, which is finally doing it right with a rosey future whoever owns it. So when you compare the 2, there's all more reason for TENON shares to increase in value perhaps with a slight dip to clear the air first.

willy_wonker

01-06-2004, 12:19 PM

Ari, Ten value is based on global log prices and 10 year bond. The way I see it is that global interest is on the rise with housing coming down. I also think RBD will total strip the assets of TEN if there is much left.

coge

01-06-2004, 01:17 PM

Ari, it won't be long before RBC are in charge, so you should bear in mind how that may effect your investment.

If I thought my refusal to sell might influence the end result somehow, I would have held on.

ari

01-06-2004, 02:36 PM

quote:Ari, it won't be long before RBC are in charge, so you should bear in mind how that may effect your investment.
I hold Rubicon as well, but not at the original 45c>50c.....I hear what you say, but then Rubicon has done fek all since inception, except spent alot of money and shares are trading at 84c....not a bad return.

digger

01-06-2004, 02:55 PM

Well thanks Ari 4 all your posts on FFS come tenpa.
Have today decided to accept the 1-95 offer,and will move on. I have spun around in that FFS mud whole long enough.
So over and out for as many as get accepted into the partial takeover.The balance if any will just have to linger on.

Taijon

01-06-2004, 03:44 PM

I think WW has got it right. I believe RBC will strip whatever they can get out of TEN. Currently TEN has no debt. They will reorganise TEN'S finances to give it something like 40-50% debt, thereby increasing the amount that can be paid out to TEN shareholders (including themselves as the largest holder) to much more than $1.15 per share. That will be good for those who hang on to TEN shares.

A couple of questions arise under this scenario:

What will RBC do for it's shareholders? Much of the capital return from TEN to RBC will be required to pay for the shareholding they are purchasing. Will there be anything to toss to RBC shareholders, including GPG?

When will GPG move on RBC to get its hands on as much of the capital return as possible?

All of this requires RBC to get in the driving seat, but those who hang on to TEN will probably do well too.

madmike

01-06-2004, 08:26 PM

quote:Originally posted by Taijon

I think WW has got it right. I believe RBC will strip whatever they can get out of TEN. Currently TEN has no debt. They will reorganise TEN'S finances to give it something like 40-50% debt, thereby increasing the amount that can be paid out to TEN shareholders (including themselves as the largest holder) to much more than $1.15 per share. That will be good for those who hang on to TEN shares.

A couple of questions arise under this scenario:

What will RBC do for it's shareholders? Much of the capital return from TEN to RBC will be required to pay for the shareholding they are purchasing. Will there be anything to toss to RBC shareholders, including GPG?

When will GPG move on RBC to get its hands on as much of the capital return as possible?

All of this requires RBC to get in the driving seat, but those who hang on to TEN will probably do well too.

taijon
at last a half descent post.
no body will move on ten as they have to get past rbc's 20%. rbc was going to sell to the chinese...so rbc gets control and then sells to the chinese...as simple as that.
now i've said before...you may be dammed if ya do sell to rbc and then you maybe dammed if you dont!!!????
as other posters have said, rbc's management couldn't find there way out of a paper bag (a bit like ten's), so they really have no inclination to run ten, just hock it off to the highest bidder. they are an investment co for gods sake. do you think they want to get into a thisle situation like brierly did. you would hope some people would have learnt from that!!!
rbc will sell there stake to a third party...now the question is....does this third party have to offer the other 49.9% of ten the same offer or will they cook something up to screw the minority shareholders (maybe you can now see the dammed if you dont part of the equation comes in).
i can see a "fay richwhite scenario" here .....rbc saying that they didn't know that someone would come along and offer them $2.10ps for their 50.1% stake probably at 9.10am on 07/06/04!!!!!

anyway i think 37.1% isn't enough at this stage in the proceedings. as another poster said before me, i wouldn't be surprised if a rbc friendly was driving the price down....maybe they are getting a handling fee as well.

as i've said before....they (rbc) are getting "fu*k all" from me. i'm not let letting a bunch of w*nkers earn money off me....even though the share price will probably fall 20c on rbc failing in their bid.....hey may be the time to pick some up!!!!!!!

ari

02-06-2004, 07:27 AM

quote:anyway i think 37.1% isn't enough at this stage in the proceedings
What are the rules on extension of time?

coge

03-06-2004, 10:31 AM

Well, well 43.8% & rising.

When will the wild cards be tabled?

madmike

03-06-2004, 06:42 PM

quote:Originally posted by coge

Well, well 43.8% & rising.

When will the wild cards be tabled?

come on rbc cant you count to 50!!!!!!

willy_wonker

04-06-2004, 10:27 AM

It is all over guys. RBC have reached their 50%. Share price should come down from here in the short term.

Nimble

04-06-2004, 10:33 AM

Rubicon said it had received acceptances that would have taken its ownership position to in excess of 58% in Tenon. As its Offer was only for 50.01%, acceptances in excess of this number will be scaled back accordingly.

ari

04-06-2004, 10:42 AM

quote:Share price should come down from here in the short term. I agree, but if TRH is anything to go by (2 companies at the opposite ends of the spectrum) it won't be for long.

willy_wonker

04-06-2004, 10:49 AM

quote:Originally posted by ari

quote:Share price should come down from here in the short term. I agree, but if TRH is anything to go by (2 companies at the opposite ends of the spectrum) it won't be for long.

There is a big difference between TRH and TEN.

The new owners of TRH will restucture TRH with the funding of the goverment. Also TRH has a monopoly on the railway system in NZ. With TEN, RBC will strip the assets and leave it out to dry. Also TEN business is subject to global log prices. With rise in interest rate, and slowing of property construction, there is a risk that global log prices could come down.

maxine

04-06-2004, 01:24 PM

Willy Wonker - I may have mispprehended some of your posts, but, given that you observe the prospect of weakening log prices, ought one not conclude:
a) Tenon will be looking even cleverer than previously for their sale of all estate, and
b) Tenon as a BUYER of logs will be advantaged by the trend

So you are entirely correct when you say "TEN business is subject to global log prices", but the correlation is inverse: Logs cheap => TEN input costs down => TEN profits up, whereas you give the impression (again forgive me if I am mistaken) that you perceive the correlation to be positive.

I don't/ didn't hold TEN, but what is interesting now is to observe that some NZ$160 m plus is coming into the market in seven days...where will people be putting their money?

Does this change the weighting of RBC in the indices? Will instos be oblidged to hold more RBC? Will people just reinvest their Takeover proceeds back into TEN? Back into RBC?

What do others think? Plan to do themselves?

coge

04-06-2004, 01:50 PM

I'll probably keep it cash, or put some toward a building project.

Anyhow it's too much of a miserly sum to put back into stock.

ari

04-06-2004, 02:55 PM

quote:I don't/ didn't hold TEN,
ww.....with your negative comments I presume above statement from maxine would put you in the same boat;)

Taijon

04-06-2004, 02:56 PM

Where to invest the proceeds, Maxine asks?

I think GPG will ultimately be the winner - question is how long will it be before they move on RBC to up their holding above 19% and capture as much of the TEN capital return for themselves as possible? An investment in RBC could be ok if you expect some kind of takeover fairly soon, otherwise I would go for GPG.

madmike

04-06-2004, 04:00 PM

any of the b.o.d. get the sack...or is it still jobs for the boys.......with spring be sprung?????

04-06-2004, 04:36 PM

The only sensible thing is to merge the two companies.

Blinkey

05-06-2004, 10:01 AM

Oh - the thrill of seeing Rubicon get the 50+% level.
Im not holder of any of the group (used to hold GPG) but i just got that wamr feeling all over when iheard the news.
Dork Dryden will be the first to get the boot. (what a bum if Ive evr seen one)
Then out will go Hugh baby ( I recently heard a respected comentator talking about family businesses. How does one handle them as you get older. Do you float, or put in a management team or hand it one to the idiot son? The commentator said that 'The best example of the idiot son syndrome was Fletchers') and I totally agree.
And then theres that intellect challenged ratbag Dell ( and I thought that he had a 'Co-manager) who Im sure will be on the next train out.

These bums have destroyed so much sharholder value that really they should be in jail for theft. Im not sure that GPG/Rubicon are all fitted with halo's either, but its taken years to rid fletcher shareholders of these wasters.

Boy - I feel great.

madmike

05-06-2004, 01:56 PM

quote:Originally posted by Blinkey

Oh - the thrill of seeing Rubicon get the 50+% level.
Im not holder of any of the group (used to hold GPG) but i just got that wamr feeling all over when iheard the news.
Dork Dryden will be the first to get the boot. (what a bum if Ive evr seen one)
Then out will go Hugh baby ( I recently heard a respected comentator talking about family businesses. How does one handle them as you get older. Do you float, or put in a management team or hand it one to the idiot son? The commentator said that 'The best example of the idiot son syndrome was Fletchers') and I totally agree.
And then theres that intellect challenged ratbag Dell ( and I thought that he had a 'Co-manager) who Im sure will be on the next train out.

These bums have destroyed so much sharholder value that really they should be in jail for theft. Im not sure that GPG/Rubicon are all fitted with halo's either, but its taken years to rid fletcher shareholders of these wasters.

Boy - I feel great.

blinkey
me thinks fletcher is in the rbc camp not the ten tent

clearasmud

05-06-2004, 03:18 PM

I sld mine to Rub. but expect to get 30% back.Still keen but only after cash returned.

ari

08-06-2004, 03:50 PM

Still waiting for the drop......sellers $1.93 & $1.94 respectively.
Lookin good to me......should see another lift when they do the re-shuffle:D

biker

09-06-2004, 02:56 PM

Buying Rubicon with a view to the further gearing up of Tenon's balance sheet,gearing up of RBC's balance sheet, and a resultant substantial capital return to shareholders. (as the robber barons Fay and Richwhite did with TRH, but of course in that case,the capital went back to them)

ari

09-06-2004, 04:50 PM

biker.....whats your view on timing of capital return.....sooner or later????

Taijon

09-06-2004, 05:21 PM

Is buying RBC the way to go? If TEN's balance sheet is going to be geared up, and I believe it will be, then the only way RBC can get their hands on the money is via a capital return from TEN. This will go to all TEN shareholders.

RBC will need money to fund their TEN purchase. I can't see them passing much to RBC shareholders. Isn't holding TEN the way to go?

biker

10-06-2004, 10:34 AM

The capital return from tenon will pay for most of the purchase.($160 million back if $1.15 paid out v cost of $164 million) and that would leave them with $94 million in cash. Why not gear up tenon a little more (net debt of $125 million at 31/12/03)and pay out more than $1.15? Now gear up Rubicon and pay out the cash and the extra borrowings. Rubicon shareholders then end up with 50% of tenon and some bio/agri tech prospects for a net cost of bugge r all.
Ari- My guess is they will now get on with it smartly so maybe sooner rather than later and while prospects still look so good for Tenon.(Cash by Christmas??)Todays announcements would indicate they wont muck around.

TEN
10/06/2004
DIRECTOR

REL: 0925 HRS Tenon Limited

DIRECTOR: TEN: Tenon Board Changes

Auckland, 10 June, 2004 - Tenon Limited today announced changes to its Board
following Rubicon's successful takeover offer for Tenon. Sir Dryden Spring
(Chairman) and Warren L****n (Director) have both resigned, and Tony Gibbs
has been appointed to the Board. The Tenon Board is now comprised of Tony
Gibbs (Chairman), Michael Andrews, Rodger Fisher, Luke Moriarty and Michael
Walls.

Sir Dryden said that he was proud of what had been achieved during their
tenure as directors, following separation from Fletcher Challenge Limited.
The Board had led a strategic restructuring in which under-performing forest
assets were sold, $349 million of capital returned to shareholders with more
to come later in the year, and the Company transformed into a
customer-focussed, wood solutions marketing, distribution and processing
business, which is already generating profits significantly ahead of original
expectations, and which has strong growth prospects.

The successful implementation of the new strategy has increased shareholder
value by 53% over the past year.

Sir Dryden said that he and Mr L****n leave the Company in good heart and
with very strong channels to market, and a very good young management team in
place, whom he is confident will deliver further increases in shareholder
value in the future.

ENDS

RBC
10/06/2004
DIRECTOR

REL: 0927 HRS Rubicon Limited

DIRECTOR: RBC: Rubicon Restructures Board

10 June 2004 - Rubicon today announced that it had restructured its Board of
Directors. With effect from today, the Board has been reduced to five members
- being Stephen Kasnet (Chairman), Hugh Fletcher, Tony Gibbs, Bill Hasler,
and Luke Moriarty (CEO and executive Director) - all of whom are existing
Rubicon Directors.

Michael Andrews, John Villiger, Jouko Virta and Gary Weiss have each stepped
down from the Board.

Steve Kasnet, the new Chairman of Rubicon said, "We believe the Rubicon Board
is now 'right-sized,' in both competencies and number, to take the Company
forward and complete the immediate tasks in front of it. Having said that, we
do need to acknowledge and thank those Directors who are leaving us today,
for the significant contribution they have made to value creation in Rubicon
- particularly Michael Andrews, who was Chairman of the Company for the past
3 years.

Since its formation in 2001, Rubicon has significantly restructured itself -
exiting its energy portfolio for $117 million and returning $60 million in
cash to shareholders, to allow it to now focus solely on its forestry and
forestry biotechnology activities. That this has been achieved and the
Rubicon share price has more than doubled over this period, is a reflection
of the effort that has been put in by these Directors," he said.

ENDS
End CA:00101201 For:RBC Type:DIRECTOR Time:2004-06-10:09:27:47

willy_wonker

10-06-2004, 11:00 AM

Why is Hugh Fletcher back onthe board?
Didn't the Fletcher group of companies went custard under his control?

Taijon

10-06-2004, 11:07 AM

Biker, I agree with your analysis but for me the question is one of buying TEN or RBC.

For your scenario to occur, TEN will first have to make a capital return (so RBC get the cash). Thus time-wise a holder of TEN will get an earlier return than a holder of RBC.

Suppose RBC geared up to 50:50 borrowing. How much per RBC share could potentially be returned to a RBC shareholder?

biker

10-06-2004, 11:28 AM

They will end up with about 35 cps in cash and with borrowings of about $50 million which would be less than 50/50, a capital return of at least 53 cents would seem possible.

Taijon

10-06-2004, 11:45 AM

Thanks for that Biker. Potentially it would seem there could be good money to be made, by holders of both TEN and RBC. TEN already has IRD approval for a tax-free return of capital. How do you think IRD would view the kind of scenario you envisage? What time-frame do you forsee before RBC shareholders could get this return of up to 70 cents - my own view is it could be at least a year away if we think about when the TEN return will be made and then the need for RBC to get all the approvals for a distribution.

maxine

10-06-2004, 12:02 PM

Willy Wonker, Fletcher is not on the Tenon Board, never was. He always was on the RBC board, and he still is.

biker

10-06-2004, 04:28 PM

Taijon- I've changed my previous post. Got a bit carried away with the numbers.Re IRD, surely it would be a return of capital and treated accordingly ie tax free? Tenon doing nicely this afternoon at $1.98.

ari

10-06-2004, 04:44 PM

quote:TENON as with it's former guise FFS has always been long term, I'm not jumping ship yet, as future plans look good having had nothing but gloom for so long......patience with this one will pay off, even some div's
[quote
[quote]Lookin good to me......should see another lift when they do the re-shuffle

Called as I saw it, and am still confident on this one, although I was so very close to jumping ship....:D

madmike

10-06-2004, 05:46 PM

oh dear did all those mums and dads sell out too soon!!!
and all those w**kers that beleived that rbc sh*t that the shareprice would fall.
well at least it got rid of spring and llllaaarrsen but still got andrews (suppose couldn't help that)
ww - you should really know who the directors of companies are.....i think its quite important especially with nz companies

willy_wonker

10-06-2004, 05:49 PM

Hugh Fletcher was on the board before the Fletcher group was split up. I remember the bad old days.

winner69

11-06-2004, 04:08 PM

Quote Shoeshine in todays NBR ..... Shoeshine suspects investors, and institutions in particular, are starting to get a little weary of directors and managers who use shareholders' money to play corporate control games that create acres of headlines but little or no value.

If Rubicon and GPG don't want to be seen this way they should get on and explain their plans to the market.

ari

11-06-2004, 05:13 PM

Link to NBR article......interesting......
http://www.nbr.co.nz/home/column_article.asp?id=9306&cid=8&cname=News

willy_wonker

11-06-2004, 05:34 PM

Good reason to get out and let the big boys play their game.

I dont understand why RBC/TEN/TENPA are still separately listed? Wont it be more logical and cost effective to merge them together?

Watch for further asset stripping.

ari

25-06-2004, 01:35 PM

Certainly did not see this in the Takeover coro....will have to look more closely in future..... Talk about old boys club!

quote:BUYBACK: TEN: Prior Notice of Acquisition of Shares

The following letter is available on the NZX website at lcr@nzx.com.

25 June 2004

Listed Company Relations
New Zealand Exchange Limited
P O Box 2959
WELLINGTON

By facsimile: 04 473 3181

PRIOR NOTICE OF ACQUISITION OF SHARES

The Board of Tenon Limited (TEN) has approved the purchase on market up to
562,010 shares in TEN in order to meet obligations it has in employment
contracts with the following TEN senior officers:

J Dell; P Gillard; B Cruickshank; M Eglinton; and B Goldsack.

TEN's obligation to grant shares to these senior officers was triggered upon
the acquisition of control of TEN by Rubicon Forests Limited.

In accordance with Listing Rule 7.6.2, TEN advises that it intends to acquire
its own shares on the following terms:

- The shares may be acquired at any time from 28 June 2004 to 28 July
2004;
- The shares to be acquired are either ordinary or preference shares;
- The maximum number of shares which TEN proposes to acquire is 562,010
shares (being ordinary and/or preference shares). The actual number will
depend on the final number of shares agreed to between TEN and each senior
officer; and
- Shares will be purchased at market price, such price not to be more
than 5% above the average of the closing price (excluding special crossings,
overnight sales and exchange traded option exercises) for TEN's securities of
the relevant class on the New Zealand Stock Exchange, calculated over the
last five days on which sales in shares of that class were recorded on the
day before the day on which the offer is made.

Taijon

25-06-2004, 05:07 PM

Ari, ordinary mum and dad shareholders couldn't know this - just as they don't know a lot of other things those with large holdings have access to.

What puzzles me is why the shareprice has retreated on this news. The shares in question will be purchased at a lower price than would have been the case since the t/o. I suppose thats good for thge shareholders but why has it happened and how low will the price fall to now it has fallen? Any thoughts? What do the charts say?

ari

25-06-2004, 11:03 PM

No answers.....least with the old board we were fairly well informed but that is certainly not how Gibbs, GPG etc operate.Shareholders just like mushrooms, kept in the dark and fed, in this case F....ALL!

Range Rover

28-06-2004, 09:05 AM

The arrangement covering incentive shares for senior executives of Tenon was all explained on page 13 of the Target Company Statement. If people can't be bothered reading these documents, there's no point in complaining now.

ari

28-06-2004, 09:58 AM

Range rover....pity u can't read
quote:If people can't be bothered reading these documents, there's no point in complaining now.
my original quote
quote:will have to look more closely in future
And as for the remainder...perhaps u can enlighten us as to any positve news released since Rubicon takeover

Range Rover

28-06-2004, 10:20 AM

Ari - what I said was people couldn't be bothered reading. You said "Certainly did not see this in the Takeover coro ..." If you'd bothered to look, there it was!! Does 13 pages require too long an attention span?

ari

28-06-2004, 11:16 AM

quote:we seem to be getting more and more looney left/far right/whatever comments and diatribes about everything except investing.

Does anyone edit what's being posted?

Range Rover

28-06-2004, 12:22 PM

Well!! Isn't this just the sort of response you'd expect from someone who can't accept criticism or that he(she?) might be wrong.

ari

28-06-2004, 02:12 PM

U win, congratulations !

ari

07-07-2004, 04:45 PM

The market is having a good lift although not TEN.
Has anyone some thoughts as to why....like with the increase in migrants annouced today which has given FBU a healthy lift and the wood has to come from somewhere

clearasmud

07-07-2004, 05:03 PM

Ari the focus is off tenon at the moment.I'd say a good buy coming.

ari

08-07-2004, 08:13 AM

Finally something re Tenon even if it is scuttlebutt as Gibb's says.....

Haggle at t'mill: Carter Holt may buy Tenon's timber assets

08.07.2004
By PAM GRAHAM
Tenon is tipped to sell structural sawmill assets worth as much as $140 million to Carter Holt Harvey.

This is the view of the market even though Tenon chairman Tony Gibbs said yesterday that there was no plan to sell assets.

Carter Holt has said it is interested in buying the sawmills, which produce framing timber.

There are no indications of talks on such a deal but analysts say it makes sense in the medium term.

If Tenon sold its structural sawmills it would be left with operations in Taupo, comprising a sawmill and wood products plants, and its North American distribution business.

The issue will be whether Carter Holt can gain enough cost savings to make the deal worthwhile.

Tenon's structural assets were valued at between $123 million and $140 million by Grant Samuel & Associates in an independent report when Tenon's biggest shareholder, Rubicon, bid for control.

That included two big structural sawmills, Kawerau and Rainbow Mountain, and the Mt Maunganui plywood mill, Kawerau remanufacturing plant and Ramsey roundwood plant.

Analysts say Rubicon has just paid a full price to gain control of Tenon and will be looking for a profit on any asset sales.

They see Tenon either emerging as a specialists distributor of wood products or being totally broken up.

"At this point in time there is no plan to sell any assets," said Gibbs.

"That is not to say we will not review the assets in due course. Off course we will - you always do.

"All that is happening at the moment is scuttlebutt and rumour."

Analysts say timber framing is a commodity business and the way to run it is to have big mills with economies of scale.

Tenon's Kawerau mill produces Origin Timeframe timber for the domestic market and feedstock for a remanufacturing plant. Rainbow Mountain, south of Rotorua, produced 156,000cu m of Origin Outdoor timber for transtasman markets in the year to June 30, 2003.

Carter Holt has deep pockets even after returning $480 million to shareholders via a share cancellation and cash payment after selling its tissue business

ari

15-07-2004, 12:17 PM

quote:TEN
15/07/2004
GENERAL

REL: 1210 HRS Tenon Limited

GENERAL: TEN: Tenon Looking at Shareholder Plan

TENON LOOKING AT SHAREHOLDER PLAN

Auckland, 15 July, 2004 - Tenon announced today that its Board of Directors
was considering the introduction of a shareholder plan that would provide
shareholders with small parcels with a means of rationalising their holdings.

The Board is conscious that following the recent partial takeover by Rubicon,
shareholders' participation in the takeover was scaled back, leaving many
shareholders with uneconomic parcels of shares in the Company. The second
capital return, to be made later this year, will further impact this
position.

To address this concern, it is likely that a small shareholding plan will be
offered to shareholders in conjunction with the second capital return.

Question....what do they deem as a small share holder?

Range Rover

15-07-2004, 03:56 PM

The NZX listing rules deems a parcel of 200 shares as a minimum holding (when the price is between $1.00 and $2.00) for the purposes of a compulsory sale. However, the company does not have to do an immediate compulsory sale and could set a higher threshold to facilitate smaller shareholders consolidating or getting out.

ari

16-07-2004, 11:23 AM

Wasn't the figure 40% some months ago.....looks like stalemate with brown Bro's......

By Duncan Bridgeman
Friday 16th July 2004

Wood processor Tenon might seek a time extension if it fails to obtain third-party consents for the transfer of forestry rights and leases held in the Tarawera forest estate.

Tenon needs consents by the end of August to return capital to its shareholders after the company sold the estate for $165 million.

Tenon company secretary Paul Gillard said the negotiations were continuing and the company would give a progress update near the end of the month.

So far the company has informed the market of consents covering approximately 40% of the total value of non-freehold assets.

But a spokeswoman for Maori Investments, which holds title to key parcels of land throughout the estate, said it had yet to sign any documents.

"It could be a while."

Maori Investments would make no further comment while chairwoman Bev Adlam was away overseas.

Tenon is to make its second capital repayment to shareholders of up to $1.15 a share now that the sale of the estate to Kiwi Forests Group and US-based Han**** is complete.

A full payout is dependent on third-party consents. If negotiations falter or are delayed, the properties concerned will remain in Tenon's hands.

Analysts say Tenon would probably seek time extensions if the necessary consents were not obtained. The company was recently subject to a successful partial takeover by existing shareholder Rubicon, which paid $1.95 a share for its 50.01% stake.

Meanwhile, Tenon is expected to acquire the remaining one-third of North American distribution company Empire in November for $25 million as part of its new emphasis on processing.

Analysts are bullish on the performance of Empire, which is forecasting revenue of $US150 million in 2005.

Taijon

03-08-2004, 04:39 PM

The end of the month has been and gone and we haven't had any update on the negotiations (as per the article above). But the share price is rising - anyone heard anything?

coge

03-08-2004, 04:56 PM

This company has a tradition of leaks, so maybe something is afoot. However the volume isn't suspect, so maybe just some speculation going on.

ari

03-08-2004, 05:03 PM

quote:This company has a tradition of leaks wish I new, sold 25,000 yesterday at $1.97, still have 75,000.Need funds come the 20th although just got jittery.......

coge

03-08-2004, 05:28 PM

Heck, they're lining up at 2.05, must be some pretty juicy gossip this time.

Sold most of mine to Mr Gibbs.

Ted2

03-08-2004, 05:37 PM

Leak Leak Leak......... just like the old FFS days.

Wonder if there'll be a check on purchasers for rellies?:D

S**t - sold at 1.93.

beautifulmind

10-08-2004, 08:51 PM

Tenon To Delist From NYSE
10/08/2004 02:02 PM Reuters

New Zealand wood processor Tenon is delisting from the New York Stock Exchange, where just 3.5 percent of its shares are registered, the company said.

Tenon said it expected to delist its American Depositary Receipts in about six weeks, although winding up the programme would take seven months.

The cost of maintaining the ADR listing - originally to tap into US capital - was disproportionate to the number of Tenon shares in the programme, the company said in a statement.

"With a reduction in the overall size of the Company following the sale of the forest estate, (and) a preference on the part of North American shareholders to invest in Tenon by way of shares traded on our more liquid home exchange ... the rationale for an ADR programme and NYSE listing is no longer compelling."

Tenon will give notice of cancellation within two weeks.

Shares in Tenon, which sold its 100,000 hectare forest estate earlier this year and is now controlled by fellow Fletcher Challenge offshoot Rubicon, last traded up one cent to NZ$2.01.

ari

20-08-2004, 04:41 PM

Ho Hum......down 3c following results, why I still hold these I don't know...sell order placed, but at a bit more than $1.99...moving on:( with Tony Gibbs now in charge, it won't be our pockets that are lined.....

beautifulmind

21-08-2004, 07:10 AM

Challenge of $64m for Tenon

21.08.2004 (NZ Herald)
By ELLEN READ and NZPA

Tenon has posed a $64 million question - well more of a challenge really.

That's the wood products company's target for pre-tax profit this financial year, one it expects to reach but that would be hard to beat.

This is despite yesterday booking a $42 million loss for the 12 months to June 30.

The former Fletcher Challenge Forests said that loss was 85 per cent better than the previous year's net loss of $271 million - but that figure included a substantial writedown on the value of its forest assets.

The result included a $74 million loss from discontinued activities, reorganisation costs, and forest revaluation, as well as unusual items of $2 million relating to Rubicon's partial takeover of the company.

Before unusual items, Tenon reported a net profit of $34 million, up $1 million on the year before.

No dividend will be paid.

Tenon's operating earnings from continuing activities, before unusual items, of $50 million, compared with $49 million the previous year.

The company returned capital of $349 million to shareholders during the year, following the sale of its forestry assets to Kiwi Forests Group. Another capital return of up to $320 million is planned for later this year.

Tenon, which is 50.01 per cent owned by Rubicon, said there had been a strong recovery in the second half of the year in sales prices and volumes to the United States.

The company said the local residential housing market activity would remain strong in the short term - offsetting any slowdown in the second half of the year.

North American timber prices will stay high, with tight supply from New Zealand and South American suppliers unlikely to ease soon.

Chairman Tony Gibbs said Tenon was assessing opportunities to expand the Appearance Consumer Solutions business in North America and Europe. "While some markets, such as Europe, will clearly take time to assess and develop, we believe potential for attractive growth may exist under wider Appearance product offerings."

This fits with earlier word from Tenon that it was looking to add windows, doors and furniture to its clearwood and mouldings offerings in North America and expand in Europe.

No mention was made about speculation the company will be broken up, with Carter Holt Harvey buying the sawmills making timber-framing and other structural products for the building industry.

Tenon has sold its forests, leaving sawmills, wood-moulding plants, a distribution network in North America and a furniture joint venture in Europe.

Taijon

30-08-2004, 11:40 AM

Up today and strong buy orders up to $2.00. Very few for sale at any price. Anyone heard anything?

ari

30-08-2004, 12:29 PM

quote:Up today and strong buy orders up to $2.00. Very few for sale at any price. Anyone heard anything?
Interesting....as you say, very strong on buyers....could 2nd payout be looming, or has Tony G. got other plans for it?

Taijon

30-08-2004, 04:34 PM

Ari, how do you see the GPG, RBC, TEN situation moving forward? A merger of RBC and TEN? GPG takeover of RBC after that?

What do others think?

ari

30-08-2004, 05:19 PM

quote:A merger of RBC and TEN?Actually gave some thought to that move today.....why do they need RBC when all could be covered under Tenon

mikescott

30-08-2004, 06:39 PM

Ari & others, do this exercise yourselves and draw your conclusions as to why value funds might be buying.

Take the second capital repayment off from the current market capitalisation and then, divide by Tenon's earnings, pre and post tax for next year.

Then compare against other similar companies overseas.

Benlamnz

31-08-2004, 01:50 AM

I think this stock need to be recategorised. It no longer belongs to the forestry sector as pulp and log prices no longer have direct effects to earnings since they are now passed on to forest owners. It is effectively a 2nd Fletcher Building, mainly selling window panels, building products, furniture etc, but in the US and Europe. I reckon investors are only starting to realise that shift. Therefore it now belongs to the building products category sans metal products and asbesto suits, like CSR, James Hardie and Fletcher Building, and should be valued accordingly. Overlap the FBU and TEN charts and you will see the remarkable syncronisation of uplift in the past 3 months.

mikescott

31-08-2004, 06:46 AM

You are on to part of it, Benz.

Still worthwhile doing the numbers as I suggested - you will find a revelation! [:p]

ari

31-08-2004, 08:06 AM

quote:Still worthwhile doing the numbers as I suggested - you will find a revelation
Comeon 'minder' you do it for us....we wont accuse you of ramping:)

Snow Leopard

31-08-2004, 08:14 AM

Well I have just done the numbers, and I do not believe it.

Are there really less than 100 million shares for all this?

ari

31-08-2004, 08:26 AM

quote:Are there really less than 100 million shares for all this?

What is the cancellation of shares following the 2nd repayment?

Snow Leopard

31-08-2004, 09:27 AM

To answer my own question re:
Are there really less than 100 million shares for all this?

Answer: NO there are 278,852,061 total 92,950,230 ords and 185,901,831 prefs.

I do not think there is any share cancelation in the second cap repayment.

The figures make sense now.

Taijon

31-08-2004, 10:27 AM

Sorry PT but I think there is a share cancellation associated with the proposed second capital return. As far as I know one out of every two shares and preference shares is to be cancelled. Need to check it out further when I get time.

ari

10-09-2004, 04:16 PM

Could be a bit more in this baby:D

quote:TEN
10/09/2004
GENERAL

REL: 1524 HRS Tenon Limited

GENERAL: TEN: Tenon to Undertake Strategic Review of Structural Business

Auckland, 10 September, 2004 - Tenon announced today that it is undertaking a
strategic review of its Structural Solutions business. Commenting on the
strategic review, the Chairman, Mr Tony Gibbs, said, "In recent weeks the
Company has received credible unsolicited approaches in relation to its
Structural business activities. While the Company is a very happy owner of
the Structural business and had not sought to dispose of it, the Board has
determined that in the interests of all shareholders this potential
opportunity must be explored, to determine whether we can create more value
for Tenon shareholders from continued ownership and operation of the
Structural business than we can achieve from a sale to a third party. We do
not know the answer to that question today, but expect to have an answer
within a few months. While the Company works through this process, it will be
'business as usual' in terms of the Company's commitment to its customers and
employees.

The process we will adopt will be a commercially confidential one, and we do
not intend commenting any further on this matter until we have an outcome to
announce." The Company has appointed Goldman Sachs JBWere to assist it in
this process.

The Structural business comprises mills at Kawerau, Rainbow Mountain (near
Rotorua), and Mt Maunganui. It does not include the Company's Appearance
operations at Taupo, or its overseas activities in North America and Europe.

Mr Gibbs said that the Company has also decided to defer its Annual
Shareholders Meeting ("ASM") to later in the calendar year, in the
expectation that the outcome of the Structural business review would be known
by then. "This will allow both the Structural review and the capital return
to be considered by shareholders at the same Meeting" he said.

A revised timetable for the ASM and capital return will be made available
later in the year.

Taijon

10-09-2004, 07:11 PM

Something up here. Share price has moved accordingly and maybe more to come next week.

The Annual Shareholder Meeting was scheduled for 28 October. This announcement says it will be later in the calendar year, ie some time in Nov or Dec. This means there should be something announced in relation to this potential sale as well as the capital return within the next 6 weeks if these items are to be on the agenda of the ASM.

Is an even bigger return of capital possible? And what % of the shares will be cancelled? Interesting times ahead.

Is it best to hold TEN, RBC or GPG? Or none of them?

beautifulmind

11-09-2004, 07:22 AM

Tenon mills for sale after 'credible approaches'

11.09.2004
By PAM GRAHAM

Tenon has put a "for sale" sign on its structural timber business which has mills near Kawerau, Rotorua and Mt Maunganui.

The indication of a formal sale process yesterday came after speculation that Carter Holt Harvey and Weyerhaeuser had been talking to the company, and is designed to maximise price.

"We would not entertain a sale unless we receive a full and fair value for the business," said Luke Moriarty, chief executive of Rubicon, which controls Tenon.

In May, Grant Samuel valued the business at $123 million to $144 million. It produces operating earnings of more than $20 million a year.

The business' assets include a large sawmill and remanufacturing plant in Kawerau, the Rainbow Mountain sawmill south of Rotorua, the Mt Maunganui Plywood Mill and the Ramsey Roundwood pole and post-maker.

Carter Holt Harvey has said it is a potential buyer of Tenon's structural timber assets, but all the company was saying yesterday through spokesman David Jamieson was no comment.

Processing structural-grade timber for the Australian and New Zealand market is a core Carter Holt business.

Tenon would be left with an appearance-grade timber business, including a sawmill that feeds its Taupo mouldings plant, an American distribution network and a venture with a European furniture-maker.

Analysts said Carter Holt had a new sawmill near Marsden Pt on its drawing board and it would be less likely to go ahead if it bought the Kawerau sawmill, which was the jewel in the Tenon portfolio.

Tenon's mills produce Origin timber, which sells to the Placemakers chain. Its products were not caught up in the weak wood investigation by the Commerce Commission.

Tenon chairman Tony Gibbs said the company had received credible unsolicited approaches in recent weeks for its structural business.

"The board has determined that in the interest of all shareholders, this opportunity must be explored."

The Tenon annual meeting is being delayed while the months-long sale process is under way.

Structural Assets

Kawerau sawmill: Makes kiln-dried, machine-stressed framing.

Kawerau remanufacturing plant: Makes finger-jointed and laminated lumber for the Australasian housing market.

Rainbow Mountain sawmill: Makes kiln-dried, visually graded framing timber.

Ramsey Roundwood: Makes landscaping products.

Mt Maunganui plywood mill: Makes standard and treated structural plywood and dried veneer.

ari

17-09-2004, 04:28 PM

Shares up prior to Annoucement (nothing new)...anyone in the know?
It's hard to live with this 20 minute delay:(

ari

17-09-2004, 04:30 PM

Is that all...something to talk about over the Xmas turkey;)

quote:MEETING: TEN: Tenon announces revised date of annual shareholders meeting

Auckland, 17 September 2004 - Tenon announced today that its 2004 Annual
Shareholders' Meeting would now be held at 2:00 pm on Wednesday 22 December
2004 at ASB Bank Stand, Eden Park, Auckland.

The opening and closing dates for the nomination of Directors under New
Zealand Exchange Listing Rule 3.3 are 17 September 2004 and 3 November
respectively.

Taijon

05-10-2004, 04:55 PM

Nice little move today. Perhaps the result of the review into selling assets has been completed? Or a decision on how much capital will be returned.

Any thoughts.

ari

20-10-2004, 12:10 PM

Little more movement in TEN's & RBC.....perhaps favaourable news on sale of mills due tomorrow?

Placebo

20-10-2004, 12:36 PM

The buggers have pulled their sponsorship of the Rotorua marathon!

Booo!!!!![V][V][V]

Ngapuke

20-10-2004, 01:54 PM

Thanks Placebo - that explains everything. :)

ari

20-10-2004, 05:50 PM

quote:This item needs to be delayed 20 minutes before becoming available.
:):):(:(who know's[?]

ari

20-10-2004, 05:57 PM

TEN
20/10/2004
ASSET

REL: 1735 HRS Tenon Limited

ASSET: TEN: Forest Sale Completion

Tenon Limited advised that it had now received consents for the transfer of
non-freehold forests to the Kiwi Consortium amounting to approximately NZ$198
million, being 95% of the NZ$208 million in value to be transferred.

Tenon also advised today that it had reached agreement with Maori Investments
Limited (MIL) to implement the transfer to MIL of the freehold land owned by
Tenon's subsidiary, Tarawera Forests Limited, and acquire MIL's minority
interest in the subsidiary. There are pre-conditions, relating to the
transfer of certain contracts with the land, which the Company anticipates
will be satisfied.

The proposal to dispose of the Tarawera freehold land and acquire the
interests of minority shareholders in Tarawera Forests Limited, was disclosed
in Tenon's Notice of Special Meeting and Explanatory Memorandum circulated to
shareholders earlier this calendar year.