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  1. #15976
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    Quote Originally Posted by mistaTea View Post

    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.
    Thanks for some great analysis recently, mistaTea.
    With regard to your quote above - absolutely agree, but what if we have no choice? I rather fear we won't, and that CUE may get gobbled up too.
    They were my part of my retirement plan!

  2. #15977
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    If Ironbark is a key future consideration, there is always the possibility of deploying any funds into Beach or Cue - although NZO has a bigger exposure than these, directly and also indirectly with CUE.

    Of course the better the offer for NZO shares, then the more to deploy elsewhere......

  3. #15978
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    Quote Originally Posted by Lion View Post
    With regard to your quote above - absolutely agree, but what if we have no choice? I rather fear we won't...
    If OGOG get the deal over the line, and the sale is forced upon us, well - 'them's the breaks'. I suspect they will find some reasonably strong pushback though, given the low price offered. Kiwi's have a strong sense of fairness, and even an imbecile would smell a rat here.

    With regards to Cue. Some thoughts:

    1. In order to buy into Cue as an alternative to NZOG, you would have to be satisfied that the price you were paying made sense. I see the market cap is now AUD 67M. If you are a Buffett disciple like me, you would need to be satisfied that $67M represented a discount on underlying intrinsic value for Cue. I offer no analysis or recommendations on that front.

    The great thing about NZOG is that, for some time, the share price was depressed well below what a true long-term investor would rationally sell their shares for. At one point the market cap was approx NZ$78M. At such a discount to equity (given the company has no debt), an individual buying in was essentially getting a crack at Ironbark (and Barque/Toroa, if it ever happens) for free. Mohnish Pabrai refers to this (relatively rare) situation as "Heads, I win...Tails, I don't lose much".

    I am not sure you can make the same argument for Cue, so simply buying in now just because they have exposure to Ironbark could amount to pure speculation. That is outside my wheelhouse.

    2. It is entirely possible that, if OGOG are successful in snapping up the rest of NZOG they would go after the rest of Cue. Why share any of Ironbark with anyone else if you can avoid it? The money required to acquire both NZOG and Cue would't even be a rounding error on Eyal Ofer's balance sheet. I hasten to add that I am not predicting that they would go after the rest of Cue, just that it is not a completely ridiculous idea.

    Hope this is useful.
    Last edited by mistaTea; 11-07-2019 at 11:30 AM. Reason: spelling error fix

  4. #15979
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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.
    Actually I feel this posting is misleading shareholders rather than being helpful.
    I admit to having a bias and a conflict of interest.
    The Independent Directors might also have similar conflicts as might John.
    I feel John and the independent directors are good people and believe they are acting honestly within their own cognition.
    The reality that cannot be avoided if we are being truly honest is that any valuation that is fair and reasonable cannot be below the liquidation value.
    However the Independent Directors have commissioned a valuation range and indicate they would recommend the offer of 62 cents if it is in this range.This range could be wide eg 60 cents to 100 cents.In which case the directors would recommend the offer even though it is not a fair price to accept.

  5. #15980
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    Quote Originally Posted by fish View Post
    Actually
    The reality that cannot be avoided if we are being truly honest is that any valuation that is fair and reasonable cannot be below the liquidation value.
    Yeah. Even though I am sure everyone involved in this offer so far are perfectly decent people, it does astound me how clumsy this takeover offer has been.

    They know damn well there is huge upside with Ironbark. Also, Barque and Toroa are not write-offs at all. Were that the case, they would have surrendered the permits already - not gained extensions.

    If they were less focussed on 'getting a steal', and made an offer that they would be genuinely happy to receive were the situation reversed, things would be much different.

    And the money involved is not huge, given the large upside. For example, they could have made the choice to offer $1 a share. That would be an easy story to sell to us...it would be liquidation value + a premium for Ironbark etc...it would be an increase of 100% on the recent share price etc etc...

    And in total it would have cost them approx $50M. We are talking a measly $20M above what they have actually offered. And, given Ironbark and Barque could be worth many many billions of dollars...it is astonishing to me that they would quibble over a few million dollars.

    That is what we all find so distasteful. Though I am sure OGOG do not mean to come across this way...it FEELS like another big corporate just being greedy.
    Last edited by mistaTea; 12-07-2019 at 08:48 AM. Reason: typo fix

  6. #15981
    The past is practise. Vaygor1's Avatar
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    Quote Originally Posted by fish View Post
    .... In which case the directors would recommend the offer even though it is not a fair price to accept.
    If it is "not a fair price to accept", then by natural extension it is immoral to recommend it.

  7. #15982
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    On further reflection, how could the board possibly recommend anything other than to reject the offer?

    In total honesty, I am happy to lose every cent in the event all of NZO's current exploration activities turn out to be complete fizzers because I strongly believe that will not be the case.

    As such, even if today's price was $10 a share I believe I would hold. The Ironbark prospect is too compelling (and exciting) for me to consider selling, as is Barque in the medium-to-long term.

    I'd also be throwing away the enormous amount of time and effort spent analysing this over the years.

    I am staggered at the Board's recommendation to accept.

  8. #15983
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    Quote Originally Posted by Vaygor1 View Post
    On further reflection, how could the board possibly recommend anything other than to reject the offer?

    In total honesty, I am happy to lose every cent in the event all of NZO's current exploration activities turn out to be complete fizzers because I strongly believe that will not be the case.

    As such, even if today's price was $10 a share I believe I would hold. The Ironbark prospect is too compelling (and exciting) for me to consider selling, as is Barque in the medium-to-long term.

    I'd also be throwing away the enormous amount of time and effort spent analysing this over the years.

    I am staggered at the Board's recommendation to accept.
    What we do not know is why they would even think of accepting. But then we do not know a lot of things. As happens all too often after a takeover we find the directors of the takeover company are in various way rewarded for the position taken.
    Yesterday I paid my $145 and joined the shareholders association. I can not stop a lot of people selling into this steal,but as OGOG knows many will. I need the latest knowledge about the takeover code and how it is applies in the courts. After 90% OGOG can acquiry all my shares and the only redress I have is as FISH has pointed out to demand a true valuation on the company. Not the valuation that OGOG has paid a valuator to come up with.
    Anyone with me??
    digger

  9. #15984
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    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.

  10. #15985
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    Jeepers creepers...

  11. #15986
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    Quote Originally Posted by digger View Post
    What we do not know is why they would even think of accepting. But then we do not know a lot of things. As happens all too often after a takeover we find the directors of the takeover company are in various way rewarded for the position taken.
    Yesterday I paid my $145 and joined the shareholders association. I can not stop a lot of people selling into this steal,but as OGOG knows many will. I need the latest knowledge about the takeover code and how it is applies in the courts. After 90% OGOG can acquiry all my shares and the only redress I have is as FISH has pointed out to demand a true valuation on the company. Not the valuation that OGOG has paid a valuator to come up with.
    Anyone with me??
    I will be.

  12. #15987
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    Quote Originally Posted by digger View Post
    What we do not know is why they would even think of accepting. But then we do not know a lot of things. As happens all too often after a takeover we find the directors of the takeover company are in various way rewarded for the position taken.
    Yesterday I paid my $145 and joined the shareholders association. I can not stop a lot of people selling into this steal,but as OGOG knows many will. I need the latest knowledge about the takeover code and how it is applies in the courts. After 90% OGOG can acquiry all my shares and the only redress I have is as FISH has pointed out to demand a true valuation on the company. Not the valuation that OGOG has paid a valuator to come up with.
    Anyone with me??
    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

  13. #15988
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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.

  14. #15989
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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?

  15. #15990
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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 12:31 PM.

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