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  1. #15961
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    Not getting any of my 555! Take that OG!

  2. #15962
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    Quote Originally Posted by BigBob View Post
    Same from me Mr. Tea... Although I also don't have too many left...
    Thanks from me to. Excellent. With respect to the regulatory environment....I do wonder if a change in our government...whenever that might be, might see a change in NZ’s position.

    I wonder if we should all make Mr T. our proxy. I think he is certainly representing us well.

    Personally, I was hoping for a premium price to the original offer, not a discounted one.

  3. #15963
    Member Ripping's Avatar
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    I still have several tens of thousands shares in my portfolio, and I won't be releasing those to OGOG without a fight (or at the minimum a 'nay' vote). This is attempted daylight robbery. Shame on the directors.

  4. #15964
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    Quote Originally Posted by digger View Post
    Sorry for the ignorance and bad spelling.
    What I need to know is does this scheme prevent the 90% takeover clause. At 90% shareholder remaining can get an independent [that is a truely independent] assesment paid for by the takeover target company. My shares are not for sell at anything like this low offer. I will wait for Ironbank,even as I know OGOG wants all now before Ironbank.

    Calling FISH. An old computer friend needs your imput now as I well remember you several times said you had successfull experience in this takeover above 90%.
    Dear Digger,

    Yes we successfully beat SEA Holdings by arbitration awarding us a fair and reasonable price for TTP shares plus costs-they appealed against the arbitration award but were defeated in the high court.

    It will be fun to do this again although I dont hold so many NZO as I used to-suspect you probably have millions.
    I have not kept my file on this and will have to do some research again.
    My feeling is they would be lucky to get many shares at this price-you probably still hold millions and I would think very few would sell at less than 72 cents

  5. #15965
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    I will be voting NO/AGAINST and if they do get to 90% will be invoking Sections 110 and 111 of the Companies Act. I am surprised no one has mentioned those yet.

    They are to do with minority protection especially in such a case. Then even if the company do get to 90% where they compulsorily acquire the shares they will probably have to pay you more.

    Shame on the "independent" directors, you should both resign immediately and have a good hard look at your thought processes and ethics. On the blacklist for me now.

    Lets hope that there are enough holders that will hold out and the 90% is not met as it is.

  6. #15966
    ***Verified NZOG Employee***
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    Jul 2013
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    Wellington
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    Hi Share Traders


    I'm obviously not going to go beyond the information released to market about the substance of the offer - but I am going to defend the honour of our independent directors.


    I am disappointed by some of the comments made in here today and the derogatory ones reflect poorly on the people making them. Naturally you are welcome to your views about the transaction but it's possible to make up your own mind about value without impugning your directors.


    A couple of points:


    I urge you to consider the independent appraiser's valuation. The independent directors have been crystal clear that they wouldn't recommend a price below the independent valuation. The appraiser is now preparing that valuation, but the independent directors have taken commercial advice, which would include an estimate of where any independent valuation was going to land.


    Everyone will be sent a copy of the independent report as well as the detailed thinking of the independent directors about their recommendation.


    They have a duty as directors to the best interest of the company. They'll spell out for you why they recommend the offer. in the meantime I refer you to the statement they have made:

    In agreeing to recommend the transaction, the independent directors of New Zealand Oil & Gas have taken into account:
    - The compelling premium offered to New Zealand Oil & Gas shareholders;
    - The changed operating environment for oil and gas investment in New Zealand following the government's decision in April 2018 to not award new offshore exploration acreage;
    - The difficulty raising equity capital as a publicly listed oil and gas company on the NZX, especially given the above factors; and
    - The significant price decline in New Zealand Oil & Gas shares following the government's announcement in April 2018.


    Hope that helps.

    I have made my contact details available and if you contact me I will certainly pass on your concerns.

    I am more than happy to discuss if you have queries - and a few people have taken me up on that today. john.pagani@nzog.com

    Cheers.

  7. #15967
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    Quote Originally Posted by JohnPagani View Post
    Hi Share Traders


    I'm obviously not going to go beyond the information released to market about the substance of the offer - but I am going to defend the honour of our independent directors.


    I am disappointed by some of the comments made in here today and the derogatory ones reflect poorly on the people making them. Naturally you are welcome to your views about the transaction but it's possible to make up your own mind about value without impugning your directors.


    A couple of points:


    I urge you to consider the independent appraiser's valuation. The independent directors have been crystal clear that they wouldn't recommend a price below the independent valuation. The appraiser is now preparing that valuation, but the independent directors have taken commercial advice, which would include an estimate of where any independent valuation was going to land.


    Everyone will be sent a copy of the independent report as well as the detailed thinking of the independent directors about their recommendation.


    They have a duty as directors to the best interest of the company. They'll spell out for you why they recommend the offer. in the meantime I refer you to the statement they have made:

    In agreeing to recommend the transaction, the independent directors of New Zealand Oil & Gas have taken into account:
    - The compelling premium offered to New Zealand Oil & Gas shareholders;
    - The changed operating environment for oil and gas investment in New Zealand following the government's decision in April 2018 to not award new offshore exploration acreage;
    - The difficulty raising equity capital as a publicly listed oil and gas company on the NZX, especially given the above factors; and
    - The significant price decline in New Zealand Oil & Gas shares following the government's announcement in April 2018.


    Hope that helps.

    I have made my contact details available and if you contact me I will certainly pass on your concerns.

    I am more than happy to discuss if you have queries - and a few people have taken me up on that today. john.pagani@nzog.com

    Cheers.
    John,

    You may defend the independent directors however liquidation value of NZO is far greater than 62 cents. So in my book accepting a 62 cent offer is indefensible.

  8. #15968
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    Quote Originally Posted by JohnPagani View Post
    Hi Share Traders

    I'm obviously not going to go beyond the information released to market about the substance of the offer - but I am going to defend the honour of our independent directors.


    I am disappointed by some of the comments made in here today and the derogatory ones reflect poorly on the people making them. Naturally you are welcome to your views about the transaction but it's possible to make up your own mind about value without impugning your directors.

    Cheers.
    To my fellow NZOG business partners,

    I do want to echo John a bit here. Though I am as disappointed as everyone else about what I perceive to be a low ball offer for our business, I would encourage everyone to avoid any ad hominem commentary.

    Though this is a sensitive time for many of us, at this junction I have no reason to believe that our Independent Directors are anything other than a perfectly decent man and woman.

    Whether or not they are able to effectively establish the true underlying value of the business is a separate issue, and should come out when the workings of an independent valuation are shared.

    The commercial advice given thus far to the directors appears questionable, but once again we will need to allow this process to run its course.

    In the end, the directors will need to stand back and look at the offer from an owners perspective. A 62c/share offer implies that the entire organisation is worth only $102M.

    But hang on a minute - the company has no debt. In that case, equity is a reasonable proxy for the value of existing assets. In the last report this sat at $136M (82 cents per share).

    Then there is the question around how much is the Ironbark potential upside worth? Can't speculate too much here as drilling is risky...but given we are at the advanced stages of exploration, it must be worth something.

    Given the above, would a rational business owner sell the whole business for $102M? I say no.
    Last edited by mistaTea; 10-07-2019 at 06:31 PM. Reason: grammar fix

  9. #15969
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    Interesting reading on this thread.....and although I'm not a holder I can't help thinking someone should be approaching NZ Shareholders Association re this 'takeover,' if you haven't already.

  10. #15970
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    I thought it was fund managers "greening their books" and this was the cause of the low share price.

    But now, I smell something rotten, I suppose the big players have their way with us little folk.

    Disgusting offer, how about releasing all that cash then paying the premium.

  11. #15971
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    Quote Originally Posted by Carpenterjoe View Post
    I thought it was fund managers "greening their books" and this was the cause of the low share price.

    But now, I smell something rotten, I suppose the big players have their way with us little folk.

    Disgusting offer, how about releasing all that cash then paying the premium.
    If you a shareholder they only get their way if you vote for the takeover.
    If you vote against you retain your rights-which includes getting a fair and reasonable price.
    Be assured there are enough shareholders who will vote against ,that will take this to arbitration if need be.

  12. #15972
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    Quote Originally Posted by JohnPagani View Post
    Hi Share Traders




    In agreeing to recommend the transaction, the independent directors of New Zealand Oil & Gas have taken into account:
    - The compelling premium offered to New Zealand Oil & Gas shareholders;
    - The changed operating environment for oil and gas investment in New Zealand following the government's decision in April 2018 to not award new offshore exploration acreage;
    - The difficulty raising equity capital as a publicly listed oil and gas company on the NZX, especially given the above factors; and
    - The significant price decline in New Zealand Oil & Gas shares following the government's announcement in April 2018.



    Cheers.

    I feel the need to put your perspective differently.
    It,s a well known fact that independent appraisers always appraise in the range acceptable to the company that pays them. See Fish,s post number 15967 regarding true value from arbitration.
    The premium offered is based on a depressed share price,not a premium on the value of the company. Cash along is worth 80+ cents. Then there is the other assets like Ironbank,and surely those independent directors must consider a considerable value on on the board and management abilities or are they admitting we have been paying them for nil skills

    --The changed operating environment is now being used by OGOG to justify why they alone should benefit from it with this very low ball offer.
    -- Why does NZO need to raise capital? In fact as my broker has pointed out NZO sitting on 120 + million and doing nothing with it has been partly responsible for manipulating the share price lower. You will remember a year or more ago I suggested that NZO look at HZN and Tap both that have done very well.Why did nZO want to do nothing. It seems that that policy has been very useful to lowering the SP and to OGOG advantage.
    Finally I am not in the slightest surprised that OGOG is now making this low offer. By their action or more precisely inaction it has been long in the planning stage
    digger

  13. #15973
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    We only have a very small holding but certainly don't plan on letting them go for the amount offered. At the very minimum we would expect cash in the bank value plus a premium for total control of the company and assets. I'm guessing if OGOG had offered a figure slightly above what they originally offered to buy into the company initially they would have possibly had a number of willing sellers, but as the offer on the table is less than cash in the bank it is insulting.

  14. #15974
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    Quote Originally Posted by CD_CHCH View Post
    willing sellers, but as the offer on the table is less than cash in the bank it is insulting.
    That last sentence sums up how I feel that John Pagani and the NZO independents are trying to justify the unjustifiable.

    I do not care about all of the other factors, in fact they are irrelevant.

  15. #15975
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    Some additional food for thought...

    A frustration for NZOG has been its inability to deploy the significant cash balance into producing assets with upside (selling at a fair price). And as a publicly listed company, there are additional hurdles that a private company don't have - i.e. needing to gain shareholder approval once a purchase exceeds a certain value etc.

    However, given how far we have come...and with Ironbark being drilled in approx 12 months now that we have gained all of the contractual and regulatory approvals...

    At this stage it doesn't even really matter that we are 'sitting on cash'. We may as well just wait it out and see what comes out of Ironbark. If other acquisitions are truly not realistic right now, another 12 months of cash in the bank is not the worst thing in the world while we wait to spud.

    If we strike anything like the anticipated 15Tcf, the share price for NZOG would rocket. Then OGOG would have no issues whatsoever doing an additional capital raising, if they even needed to.

    And if we don't discover commercially viable gas, we will still have the majority of the cash in the bank and life will go on.

    We have come so far, it would seem crazy to walk away now. Given our relatively limited downside right now, it would take quite a compelling offer indeed from OGOG for me to forgo the potentially massive upside in Ironbark.

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