NZ Oil & Gas (NZO)

[fish]

Thanks fish. I've been looking at the Takeovers Code this afternoon. I must say it's quite well written for a legal document - even I can understand most of it.
I've selected two quotes for discussion here: (1) "If the approval thresholds are not met, then the scheme will fail." So that's the end of that scheme, they can't just offer a higher price in the same scheme. Another new scheme is quite a big process, with another "independent adviser" (hah!) for shareholders and another sgm, just like the current process that has dragged on for some time now.

Then the creep, you mention - it has limitations (2) "A shareholder with more than 50% can buy more shares without having tocomply with the Code’s rules. But they must not buy more than 5% of the company’s shares over any 12-month period."
So if OGOG took that route, it would be more than three years to get to 90% where they can compulsorily acquire the remainder. The Ironbark drill is only twelve months away now.

They could do nothing (that would suit most of us here, I think)

Or, as you say, OGOG could make a full takeover bid and if they acquire 90% shares compulsorily acquire the remainder.

I rather suspect that if they did this, they would have to pay up large now, after all the publicity and discussion and the realisation that NZOG's assets are worth substantially more than they have mischievously tried to make us to believe.

I have a feeling that OGOG will soon be kicking themselves and the nzo directors for making such a dishonest offer .Northington partners stated that if the scheme fails the share price will drop.The market normally anticipates failure -and it is now pretty clear it will fail .Because we now know the true value of ironbark I dont think the sp will fall-but if it does it could be a good chance to buy

[mistaTea]

I have a feeling that OGOG will soon be kicking themselves and the nzo directors for making such a dishonest offer .Northington partners stated that if the scheme fails the share price will drop.The market normally anticipates failure -and it is now pretty clear it will fail .Because we now know the true value of ironbark I dont think the sp will fall-but if it does it could be a good chance to buy

Will definitely be interesting to see how the market reacts once it has been confirmed that the SoA has failed. I try not to speculate on market behaviours because I have no idea what other people will be prepared to sell their shares for in the future (nor do I care).

But shares are still being traded at 62 and 63 cents. Clearly the people who have been buying at these prices are not expecting the current SoA to go through.

I suppose there is a chance that the SoA from OGOG has made other investors take another look at the company. Value that was previous overlooked might be getting some more interest now.

I mean, the SP was ridiculous there for a time. At 47 cents/share it valued the whole company at $77M. NZOG's share of the cash alone is $78M (and the company has zero debt), so anyone buying at those prices was effectively getting Kupe, Cue and the exploration assets for free.

[Joshuatree]

i dont believe i have received any advice from NZOG re voting or anything else. I wonder how many other holders are being kept in the dark?

[mistaTea]

i dont believe i have received any advice from NZOG re voting or anything else. I wonder how many other holders are being kept in the dark?

Log into Computershare and select your NZOG holding. You can vote online and it should be very easy.

If you can't see an option to vote then contact Computershare to see what is going on.

[Joshuatree]

Ive voted , see above, but without sharetrader i would have been none the wiser ie computershare etc as far as i can tell have not notified me about all this. How many other shareholders are in the dark,is this a tactic?

[mistaTea]

Ive voted , see above, but without sharetrader i would have been none the wiser ie computershare etc as far as i can tell have not notified me about all this. How many other shareholders are in the dark,is this a tactic?

Oh I see what you mean.

No, I do not believe it is a tactic by NZOG or OGOG. The Scheme of Arrangement is a court-supervised process and they have a very strict set of rules that they have to adhere to closely. They would not risk getting the deal over the line (and getting in trouble with the courts) by not sharing voting information etc with some shareholders.

Also, it is in their interest to contact the widest possible audience. They are keenly aware that there will be a significant number of AGAINST votes. So, for them to have any hope of getting the deal done, they need the biggest possible voter turnout.

I took a look at the voter turnout for the $100 million capital return to shareholders in 2017. Even though that scheme of arrangement was designed to give shareholders what was effectively a large tax free dividend, even then they only had a 63% voter turnout.

I have no idea what the turnout will be for this one now that the shareholder base is different. But I can tell you that, if there is only a 63% turnout then this deal is definitely already blocked.

Not sure why you did not get the notice from them - perhaps they do not have your current contact details?

As much as I am bitterly disappointed with their offer price, I believe they are following the SoA process correctly. There are all sorts of issues I have with the valuation that has been supplied etc, but I have no reason to believe they are actively trying to stop shareholders from voting etc.

[Ripping]

Voted against today with a modest 34K.
I also have not received any communication from the company regarding this vote. My address has not changed since owning the stock and I have had all dividends, AR's etc delivered without incident over the past 20 odd years.

[etnom]

Ive voted , see above, but without sharetrader i would have been none the wiser ie computershare etc as far as i can tell have not notified me about all this. How many other shareholders are in the dark,is this a tactic?

Given the lack of integrity by OGOG and the NZOG directors ...... is it possible to have proxy people buying on market on their behalf to build a controlling stake to get the SoA through.

[blackcap]

Given the lack of integrity by OGOG and the NZOG directors ...... is it possible to have proxy people buying on market on their behalf to build a controlling stake to get the SoA through.

Anything is possible I guess, but that would be in the illegal category with penalties of jail time etc. I doubt they would be doing that kind of thing. As MistaTea has pointed out, OGOG are playing to the letter of the law.

[Wiremu]

It could be that shareholders who have supplied an email address to Computershare have received the emailed notification, but everyone else has to wait for theirs in the mail.