NZ Oil & Gas (NZO)

[Wiremu]

As at close of business on 12 November, with postal voting having closed, the FOR votes are 20.24% and the NO votes are 27.84%, being the percentages of all minority shareholders entitled to vote.

The actual vote tomorrow will be decided on the number of votes cast on the day. On that basis, and assuming that discretionary votes held by proxies all vote YES, and there no further votes from shareholders attending the meeting, based on today's announcement the final result would be YES votes 49.62% and NO votes 50.38%.

The YES votes need 75% for the scheme to succeed. Draw your own conclusion.

[blackcap]

A friend of mine posted what he thinks will be the MO going forward for OGOG. His thoughts follow:

"OG&G have always had the option to buy 5% of the shares on market and once they get to 75% they be able to pass any special resolution unless it is takeover by them. My thinking once they have 75% then really it is private, and minority will be even less powerless.

If any of the big projects are a goer, then NZO would need to stump up serious money and I doubt that normal retail investors left in NZO would have the pockets to do so.

Hence 75% vote threshold would allow them to underwrite any share issue and increase their holdings in both numbers and % of all shares by taking up any shortfall thus could get to 90% by default. I have seen this happen in few OZ listed entities recently."

Would this be a realistic option for OGOG and if so what will they have to pay on market to get to 75%. I am thinking 80 cents would probably do it.

[mistaTea]

A friend of mine posted what he thinks will be the MO going forward for OGOG. His thoughts follow:

"OG&G have always had the option to buy 5% of the shares on market and once they get to 75% they be able to pass any special resolution unless it is takeover by them. My thinking once they have 75% then really it is private, and minority will be even less powerless.

If any of the big projects are a goer, then NZO would need to stump up serious money and I doubt that normal retail investors left in NZO would have the pockets to do so.

Hence 75% vote threshold would allow them to underwrite any share issue and increase their holdings in both numbers and % of all shares by taking up any shortfall thus could get to 90% by default. I have seen this happen in few OZ listed entities recently."

Would this be a realistic option for OGOG and if so what will they have to pay on market to get to 75%. I am thinking 80 cents would probably do it.

I have no idea what they may or may not do moving forward. Do they come back later with a new SOA offering a higher price? Do they move to a hostile takeover? Buy 5% of shares on market to avoid takeover rules? Perhaps they will do nothing? Or something else I haven't even considered?

Could go bonkers trying to second guess them - but I doubt they had a backup plan. They will be working with their teams to figure out what went wrong and establish the best way forward for OGOG.

One thing I can say is that, for me, what they do next does not concern me. All that I care about is the underlying intrinsic value of the business, and being paid accordingly if I am going to be bought out.

So, even in your friends scenario where OGOG manage to effectively acquire 90% of the business (via selling shares to themselves in a capital raising etc) it would not worry me. If they forced the acquisition of the remaining 10% it would go through court and the remaining 10% would be in a much stronger position to negotiate a fair price. If capital has just been raised because of a discovery in Ironbark (and now money is needed to move to production) then they would pay a lot more than 80c to buy out the remaining shareholders.

I suspect that, if they are going to make another move, it will be to acquire 100% of NZOG well before Ironbark spuds.

[mistaTea]

A friend of mine posted what he thinks will be the MO going forward for OGOG. His thoughts follow:

"OG&G have always had the option to buy 5% of the shares on market and once they get to 75% they be able to pass any special resolution unless it is takeover by them. My thinking once they have 75% then really it is private, and minority will be even less powerless.

I did have one other thought though...for what it's worth.

To pass resolutions (other than takeovers) 75% of all shares that vote are required. OGOG already have full control right now because they can already pass anything they want.

100% of shares never vote. So by holding 70% of all shares outstanding, they are virtually guaranteed to pass any resolution without the support of minority holders if they want to. In practice there would just never be enough minority votes to block anything.

Only 55% of minority shareholders voted (so far) on this SoA - the decision whether or not to sell your business would be quite the motivator to vote one would think! And only half of eligible shares bothered to vote.

The problem for OGOG is that, regardless of what percentage (short of full control) that they hold - they are required to go through the rigmarole of shareholder votes every time they want to do something. It costs money and takes time.

It only gets easier for them if they take 100% of NZOG. The company disappears from the stock exchange, they no longer have to bother with shareholder votes, AGM's, movements in market capitalisation based on sentiment etc etc. They can just get on with the business of oil and gas exploration.

Huge advantages to them but only if they get 100%. And to do that they have to pay a reasonable price for full control - a lesson that have had to learn the hard way I'm afraid.

I did warn Alistair McGregor, but he did not listen. If he is ready to listen, we can have another coffee. He paid last time, so it's my shout next time anyway

[blackcap]

I did warn Alistair McGregor, but he did not listen. If he is ready to listen, we can have another coffee. He paid last time, so it's my shout next time anyway

Cheers for your thoughts on the topic. haha that is an invitation Alistair should not be able to refuse. Going to be an interesting meeting tomorrow regardless as to what they say and how it pans out.

[mistaTea]

https://www.nzx.com/announcements/344297

Dr Archer defending her credibility.

She can waffle on about how they followed the process correctly all she wants. She can speculate on what would have happened if Ironbark failed and then 'credible' information came to light pointing out that there was only ever a 5% chance of success.

Ultimately they lose sight of the most important thing:

Shareholders are willing to sell OGOG their share of the business. Perhaps it is best for everyone, given the risks and challenges operating a microcap stock like NZOG.

But they are not going to be able to buy out the remaining shareholders for the same as they paid in 2017. They are not going to be able to buy out the remaining shareholders out for less than NTA.

If that is the case, people would rather say no and hold on for the Ironbark drill - a very exciting prospect.

If they could just understand this fundamental truth, and look at the issue from the eyes of a minority holder for once - I suspect a deal could be done.

[freddagg]

https://www.nzx.com/announcements/344297

Very defensive.
She did not say she still supports the SoA

[rooster]

She's talking like a politician. Not like a director looking after shareholders best interests with her own skin (shareholding not directors fees) in the game.

[BigBob]

Overwhelmingly against...! Let's see what happens next or bring on Ironbark...!!



The scheme of arrangement with O.G. Oil & Gas (Singapore) Pte. Ltd. (OGOG) was not approved by minority shareholders at the scheme meeting today.

To proceed, the scheme required 75% of the votes cast by minority shareholders (shareholders other than OGOG) to be in favour of it. The attached certificate from Computershare provides details of the voting outcome.

36.84% of the votes of minority shareholders were in favour of the scheme resolution and 63.09% were against.

795 minority shareholders, representing 68.89% of the total number of minority shareholders voting, voted in favour of the scheme resolution. 359 minority shareholders, representing 31.11% of the total number of minority shareholders voting, voted against.

As the scheme has not been approved by the required majority of votes cast, it cannot move forward to court approval. It is anticipated that the scheme implementation agreement with OGOG will be terminated and the scheme will not proceed.

New Zealand Oil & Gas thanks all shareholders for their interest and engagement in this process.

John Pagani
GM Corporate Services
+64 21 570 872

[mistaTea]

I suspect ACC must have turned up and voted against at the Special Meeting for the AGAINST votes to leap up from 13.8M to 17.4M.

A drubbing like that makes Dr Archer's opening remarks all the more embarrassing really.

Her ego will demand that she justify her actions to herself, but clearly the vast majority of minority shareholders engaged in the process don't buy it.

Bring on Ironbark indeed!