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  1. #15991
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    What is, of course, mildly amusing is that there were the exact same discussions on the CUE board when NZO came in and made a TO bid offering peanuts to CUE holders.

  2. #15992
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    Quote Originally Posted by fish View Post
    -can you find out what happens if they don't get 90%.
    From what I can tell, the 90% is only relevant if they implement a traditional takeover (which is subject to all sorts of conditions under the Takeover Code - including the 90% rule). Scheme of Arrangement is different, and more favourable to OGOG.

    "Under New Zealand law, a takeover of a widely-held company must be conducted in accordance with the New Zealand Takeovers Code. However, since amendments to the Companies Act were enacted in 2014, schemes of arrangement provide an attractive alternative to an offer under the Code. In particular, whereas a "Code offer" requires that an offeror must obtain 90 percent of the voting rights in the company before it may compulsorily acquire the remaining 10 percent, such restrictions do not apply in the scheme context.


    A takeover by way of scheme of arrangement is not without restriction. Under the amended Companies Act, the arrangement must receive the approval of 75 percent of the votes of shareholders (in each interest class) entitled to vote and voting on the resolution, as well as a simple majority of the shares held by shareholders entitled to vote. Further, the applicant(s) must either file a statement from the Takeovers Panel indicating that the Panel has no objection to an order being made, or the Court must be satisfied that the shareholders of the company will not be adversely affected by the use of the scheme of arrangement provisions rather than the Code."




    I am not really clear on the statement I highlighted in bold... it mentions needing approval of 75% of shareholders in all classes...but then also says just a simple majority of all shareholders entitled to vote?

  3. #15993
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    As at the last quarterly update, they had 60.15cps in cash

    So they value the rest of the company at 0.85cps...…

    50.04% of CUE is worth $33m, or 20.6cps.

    Nuff said.
    Last edited by Sideshow Bob; 12-07-2019 at 01:31 PM.

  4. #15994
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    Quote Originally Posted by Sideshow Bob View Post
    As at the last quarterly update, they had 60.15cps in cash

    So they value the rest of the company at 0.85cps...…

    50.04% of CUE is worth $33m, or 20.6cps.

    Nuff said.
    Appreciate the sentiment... just need to be a little careful, as the NZOG financial statements consolidate 100% CUE assets and income etc. So in the report you refer to, not all of the $98M cash belongs to NZOG shareholders.

    Given the company has zero debt, I think the line on the Balance Sheet that shows "Equity Attributable to shareholders of the Group" is the key figure. That removes the CUE assets and liabilities component that does not belong to NZOG.

    The latest reported figure for this (in the most recent interim report) was $136M. So just the GAAP value of the existing assets alone were most recently reported at being worth approximately 82 cents per share.

    So, according to OGOG's advisors...we should not only pretend that Barque/Toroa and Ironbark don't exist...but we should also hand them the rest of the business for less that the carrying value of existing assets.

  5. #15995
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    Quote Originally Posted by Joshuatree View Post
    Looks like a bunch of us are against this. And yes how about John Pagani being up front about all the bonuses/financial rewards etc he/they will get as Westland dairy company got.Talk about impartiality or whats best for investors, this is a very weak position and its fair and right for shareholders to get transparency on that and valuations.
    Nice try but my interests are the same as any other shareholder since you asked. Not only that, any interest in the transaction must be fully disclosed in the booklet, which will be sent to everyone. As I said earlier in the week, the answers to questions about valuations and all interests associated with the transaction will all be disclosed. No one has anything to hide and the reasons the directors feel their recommendation is correct will all be set out. It's always good to hold boards to account, and debate viewpoints, and the regulatory process expects you will find the information coming your way useful in informing the debate.

    You will note it is also a court-supervised process, which provides protection that everyone is treated fairly.

  6. #15996
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    It's interesting to read the addresses to the November 2018 Annual Meeting, then some eight months later read the exact opposite in the notice of scheme of arrangement, including the story line John Pagani is sticking to closely in doing his job. In brief, it insults one's intelligence, to add to the offer requiring cash less than the cash held by the company.

    Several important points from the Minter Ellison article mentioned earlier include:

    "The target company will then hold the shareholder vote on whether to approve the scheme at the scheme meeting.
    For the scheme to be approved, target shareholders must approve the scheme by resolution of:
    • 75% of the votes cast in each interest class[1]; and
    • a simple majority of all votes on issue (whether voted or not).
    If the shareholders do not approve the scheme, it will fail. There is no “middle ground” position or ability to continue pursuing the scheme as part of the same process but just with those shareholders that voted in favour.
    If target shareholders approve the scheme, the target company will then seek final Court orders approving the scheme.
    If the Court approves the scheme, it will become binding on the target company and all of its shareholders (including on those target shareholders who voted against the scheme or did not vote at the scheme meeting) on and from the date specified in the order."

    As i read this its all or nothing with a scheme of arrangement. OGOG either end up with all of the shares, or nothing happens. No reaching 90% and the compulsory aquisition, and no debate about valuation.

    That being the case OGOG need 75% of the votes of the minority shareholders actually voting on the day. In the top 20 I can identify possibly 20% of votes from shareholders who are likely to vote no, and will certainly be contacting those parties. (Digger, I have you in my sights once again.) I am aware that Andrew Jeffries has contacted at least one of the minority shareholders in the top 20.

    If contributors on this site who are against accepting the offer express their feelings by voting then there is a chance the scheme of arrangement will fail.

    My question is - do we need to consider forming a united group of some sort? Opinions appreciated.

  7. #15997
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    Quote Originally Posted by JohnPagani View Post
    Nice try but my interests are the same as any other shareholder since you asked. Not only that, any interest in the transaction must be fully disclosed in the booklet, which will be sent to everyone. As I said earlier in the week, the answers to questions about valuations and all interests associated with the transaction will all be disclosed. No one has anything to hide and the reasons the directors feel their recommendation is correct will all be set out. It's always good to hold boards to account, and debate viewpoints, and the regulatory process expects you will find the information coming your way useful in informing the debate.

    You will note it is also a court-supervised process, which provides protection that everyone is treated fairly.
    Thank you for that reply john-we should all await the booklet before making judgements
    I must call you out on the first sentence because I like to know the truth. I cannot see how a NZO employee can have the same interest as any shareholder.
    You are far more likely to be aligned more with the interests of the majority shareholder and that of NZO employees. In this case minority shareholders are the target as enshrined in company law and as you say are protected by the regulatory process.
    The companies act has provision for the rights of minority shareholders and if appropriate we will use these provisions

    However it would be preferred if co-operation to get a good outcome for all parties is used rather than conflict and the initial offer is manifestly inadequate

  8. #15998
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    Yes what financial interest, bonus etc will you and others gain from this attempted sale if it does go ahead, in the interests of transparency you claim to be.Thank you.

  9. #15999
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    Quote Originally Posted by JohnPagani View Post
    You will note it is also a court-supervised process, which provides protection that everyone is treated fairly.
    The court-supervised process has nothing to do with seeing that everyone is treated fairly. It's role is to ensure the process is followed, which has nothing to do with pricing or valuation which are the real concerns.

  10. #16000
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    Quote Originally Posted by JohnPagani View Post
    Nice try but my interests are the same as any other shareholder since you asked. Not only that, any interest in the transaction must be fully disclosed in the booklet, which will be sent to everyone. As I said earlier in the week, the answers to questions about valuations and all interests associated with the transaction will all be disclosed. No one has anything to hide and the reasons the directors feel their recommendation is correct will all be set out. It's always good to hold boards to account, and debate viewpoints, and the regulatory process expects you will find the information coming your way useful in informing the debate.

    You will note it is also a court-supervised process, which provides protection that everyone is treated fairly.
    Thank you for your input John, and I accept that we have not seen or reviewed the information related to the valuations and all interests associated with the transaction that will be disclosed.

    However, here is a very simplified example that may help NZO and OGOG see the matter from the shareholders point of view:

    Let's assume you have a home worth say $1,000,000 and I tell you I want to purchase your home for $750,000 because that's the figure a valuer I chose came up with, and the purchase price also includes all your contents and the cars in the garage, would you not feel a little hard done by?

  11. #16001
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    Quote Originally Posted by fish View Post
    Digger now that you are a member-I stopped my subscription after the TTP takeover as I didn't get practical help-can you find out what happens if they don't get 90%.
    Don't forget to check your private messages
    The PPP thing was Australian so I can not see how that applies to an NZ company
    digger

  12. #16002
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    Quote Originally Posted by digger View Post
    The PPP thing was Australian so I can not see how that applies to an NZ company
    The 90% was Sea taking over TTP-transtasman properties.
    This looks as if it was changed to 75% in 2014 so we are all getting confused

  13. #16003
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    Quote Originally Posted by CD_CHCH View Post
    However, here is a very simplified example that may help NZO and OGOG see the matter from the shareholders point of view:

    Let's assume you have a home worth say $1,000,000 and I tell you I want to purchase your home for $750,000 because that's the figure a valuer I chose came up with, and the purchase price also includes all your contents and the cars in the garage, would you not feel a little hard done by?
    Yes indeed!

    And in addition to existing assets worth $1M, planning is underway to build a new Decile 10 school (Ironbark) nearby which, if built, would certainly increase the value of the property significantly.

  14. #16004
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    Quote Originally Posted by Joshuatree View Post
    Yes what financial interest, bonus etc will you and others gain from this attempted sale if it does go ahead, in the interests of transparency you claim to be.Thank you.
    All my interests have to be disclosed in the booklet. I hold a small number of ordinary shares. I can only trade with permission in times when there is no inside information (e.g. right after we have declared results), so they are less liquid than yours. I also have some ESOP shares, which are out of the money - if the scheme goes ahead, the money I have paid towards them will be refunded. No other interest or bonus, although I deserve one for being awesome. I'll mention your recommendation to the boss.

  15. #16005
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    Quote Originally Posted by fish View Post
    Thank you for that reply john-we should all await the booklet before making judgements
    I must call you out on the first sentence because I like to know the truth. I cannot see how a NZO employee can have the same interest as any shareholder.
    You are far more likely to be aligned more with the interests of the majority shareholder and that of NZO employees. In this case minority shareholders are the target as enshrined in company law and as you say are protected by the regulatory process.
    The companies act has provision for the rights of minority shareholders and if appropriate we will use these provisions

    However it would be preferred if co-operation to get a good outcome for all parties is used rather than conflict and the initial offer is manifestly inadequate
    I see what you mean. I was referring to financial interests along the lines of bonuses etc, as that seemed to be the nature of the question. Naturally, I have an interest as an employee and your humble and obedient servant.

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