European Nickel Share Discussion Threads

[mdr128] 10/8/2012 08:00

Well not unexpected news, but disapointing all the same. Would be nice to hear something from ENK. I liked the idea of an early insight into the BFS to tempt a third party, seems like the last hope now.

[richscotsman] 10/8/2012 07:57

wonderful news...

[ian 50] 10/8/2012 00:03

Off course they're happy they've got ENK for diddly squat they also mention the heap leach or intermated that th system isn't proved and could be expensive .

Maybe ENK felt it had over reached itself on the final run on the BFS,

Maybe being sanguine it was a project too far after the BFS,

Raising the capital in this market might of been a step to far,

That doesn't mean it was impossible

The directors I'm sure will be financially secure and even offered jobs

Us lot are left emotionally drained and some poorer for this experience .

[metex] 09/8/2012 22:42

Very latest local market commentary on the bid:




Includes this line....article dated 9th August 2012:

"Normally, it should take a week to finish the whole [acquisition]," Aldric G. Borlaza, DMCI Holdings chief finance officer, told BusinessWorld in a telephone interview yesterday.

[ian 50] 09/8/2012 21:08

IN MY OPINION

MONTOYA HAVE COVERED ALMOST ALL AREAS THROUGHLY

I CONTACTED THE TAKEOVER PANEL TODAY

AND THEY CONFIRMED WHAT I ALREADY NEW THAT---

ENK DOESNT HAVE IT PLACE OF CENTRAL MANAGEMENT (big mistake)

ENK or OFFER IS NOT SUBJECT TO THE CITY CODE

In a way if we have shomucks running the company this what happens


Ian signing off enjoying the 200 meter final usain bolt winning

[mattybuoy] 09/8/2012 18:23

If a "superior proposal" should arise then they would remove the recommendation to accept this one. That is always the norm in these situations.

I can't see it happening myself.

[richscotsman] 09/8/2012 17:26

that would be nice.... but surely this is not a hostile situation as the BOD are agreeing to it.... at least that is what they are presenting to us.

[ch1ck] 09/8/2012 17:23

I sold at 19 first thing on to pastures new

[metex] 09/8/2012 17:02

The888Account....Hi!

Presently they have no choice....their only defence now....is a third party bid.

If they said no....DCMI/D&A....would essentially call a General Meeting....and probably kick the present board out....and put more of their people in....(that was explained....within yesterday`s announcement).

Hence a so-called white knight* is required now....DYOR.

(*A company that makes a friendly takeover offer....to a target company....that is being faced with a hostile takeover....from a separate party).

[ian 50] 09/8/2012 16:54

Property developer what's all that about

[the888account] 09/8/2012 16:48

Makes little to no sense for the BoD to reccomend to accept @19p based on the current cash in the bank and the NAV of the projects - needless to say that the BFS is not far off being released.

No sense what so ever. Complete bonkers.

[metex] 09/8/2012 16:36

zangdook....main point was that they only mentioned 45.5% max support yesterday....and therefore they may be other institutions are against this....but that 45.5%....may have considerably changed....by tomorrow.

But yesterday`s announcement wasn`t a legal offer....it was a shot across the bows IMHO....to try and get as many on their side....as quickly as they could.

Even DCMI and D&A Income`s main supporters....can accept a higher bid....from someone else....(read the fine print).

The main partner to DCMI....appears to be a property developer....who is probably trying to diversify....and perhaps follow in the footsteps of the Candy Brothers....(other property developers)....down the road from ENK....on Luzon Island....who bought into Metal Exploration.

Through....Montoya and D&A Income....the gentleman bought in low....and is in a totally win-win situation now....because if a higher bid comes....he could possibly....take the profits....and run....as don`t believe he`s interested in immediately developing....a new process....nickel processing plant at Acoje IMHO....and that`s probably why....DCMI who appeared to be whinging....about quickly going through with high capex costs....for Acoje....in their RNS yesterday.

No disrespect....but can`t really see a property developer....wanting to rush in and risk....making a bigger investment in new technology at Acoje....that he probably doesn`t understand....as opposed to some of the best metallurgists in the world....at ENK....that do.

Yes!....a third party bid....could just change a lot of minds....DYOR.


If the BFS is very positive....anyone anticipating....some form of early draft BFS announcement from ENK?

[togglebrush] 09/8/2012 16:03

There are opposing views on the Rules of this take over. The company wants rules applied and offeror doesn't. That is a RED FLAG to me. I am no lawyer but the offer looks dodgy to me.

Extracts and links to the Take Over Rules are shown belwo

Company View ... 27th July 2012
In the event that an offer is made the Company has confirmed with the Panel on Takeovers and Mergers that the UK Takeover Code does not currently apply to the Company. Regardless, the Company has urged the interested party to follow the UK Takeover Code as much as practicable in order to ensure an orderly process.

Offerors View on 9th August 2012
14. Regulatory issues

Although ENK has its registered office in the United Kingdom, its place of central management and control is not in the United Kingdom and accordingly the Takeover Panel has confirmed that the Offer is not subject to the City Code and is outside of the jurisdiction of the Takeover Panel. As such ENK Shareholders should note that Rules 2.7 and 13, which would, if the City Code applied, restrict the ability of the Joint Offerors not to proceed with the Offer or to invoke a Condition or fail to waive a Condition do not apply.

Whilst the Ordinary Shares trade on the ASX in the form of CDIs, the Offer is not regulated by the Australian takeovers rules in Chapter 6 of the Australian Corporations Act 2001 (Cth) as ENK is not incorporated in Australia.

2 Certain further terms of the Offer
2.1 Shareholders should note that the City Code does not apply to the Company or the Offer. As such the rules of the City Code, including in particular Rules 2.7 and 13, which would, if the City Code applied, restrict the ability of the Joint Offerors not to proceed with the Offer or to invoke a Condition or fail to waive a Condition, do not apply.

Take over Panel View

extract Rule 2.7

CASH OFFERS FINANCED BY THE ISSUE OF OFFEROR SECURITIES
'
Under Rule 2.7(a) of the Takeover Code, an offeror should announce a firm intention to make an offer only when it has every reason to believe that it can and will continue to be able to implement the offer. Under Rules 2.7(d) and 24.8, when an offer is made in cash or includes an element of cash, the offer document must include confirmation by an appropriate third party (usually the offeror's financial adviser) that resources are available to the offeror sufficient to satisfy full acceptance of the offer (a "cash confirmation").

[zangdook] 09/8/2012 15:31

metex

I'm not sure why you're making a distinction between 'top holders' and 'private investors'. Holders of 13.86% do not appear in the top 20 list, but they may include institutions with small holdings; many of the 86.14% in the list will be held by PIs via nominees or, in the case of entry no 3, as CDIs in Australia.

The list of top 20 holders is effectively meaningless IMV as it has no bearing on beneficial ownership. The only question I see is who are Star Bird Holdings - if they're part of the gang then 45.5% is against us. If they're opportunists who want out then they may switch if a slightly better offer comes along.

Either way, 45.5% isn't enough to do anything - if the BoD are really recommending this out of fear that a hostile bid would be forced through they must be assuming smaller holders will fail to vote. Probably true but a little presumptuous.

[metex] 09/8/2012 15:31

richscotsman....that was the point....was trying to make about Mr Walker`s status yesterday....believe he has had assess....to all ENK details....both technical and commercial....hence he probably knows the score regarding BFS.

Presently awaiting ENK`s response....with the actual legal status of yesterday`s announcement....clearly in mind.

Quote from yesterday`s RNS:


"This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise".


The document yesterday....was intended to intimidate ENK investors IMHO....and unnerve....and "shake out"....weak holders.

So now awaiting ENK`s statement.

This maybe over....but as have posted before....maybe not!....DYOR.

Edit:

vosene....their comments are part of the intimidation....as mentioned....and should be based only....on assumption and speculation....because the content of the BFS....should be privileged information.

[vosene] 09/8/2012 15:11

From the comments in the offer, it sounds like the BFS does not matter to them as they do not believe ATL will work:
---
The acid tank leaching technology proposed for the Acoje ore body is highly capital intensive and the Joint Offerors believe that it is not yet adequately proven on a commercial scale. The Joint Offerors intend to investigate a lower risk strategy with the management of ENK which involves continuing direct shipping ore ("DSO") operations until such time as they are satisfied that acid tank leaching is proven commercially viable and a technology partner is found.
---
It's a resource in search of a technical solution... there seems to be a general lack of belief around nickel laterite deposits which require leaching.

[richscotsman] 09/8/2012 15:03

Metex

How can another bidder bid without sight of the BFS? It is in the interests of shareholders to know what they are selling before agreeing to sell it. I do not object to management agreeing a fair price, I do object to the timing and lack of visibility. As a minimum they should be opening a dataroom and inviting offers as opposed to this. IMHO.

Rich

P.S. Chip - you only said 'ridiculous', you did not state outright that you are not a Director.... (for the avoidance of doubt I am not saying that you are but noting that you did not say that you are not)...

[metex] 09/8/2012 14:55

Note....that the people who have pledged to DMCI/D&A Income i.e.....also have a "get-out clause"....should a better bid come:

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

The following ENK Shareholders have irrevocably undertaken to accept the Offer in respect of the Ordinary Shares set out below:


Name Number of Ordinary % of issued share capital
Shares
Montoya Investments 47,805,809 18.24%
------------------- --------------------------
Corporate Foresight 19,500,000 7.44%
------------------- --------------------------
Star Bird Holdings
Limited 17,763,284 6.78%
------------------- --------------------------
Gina Suzanne Edwards 3,700,000 1.41%
------------------- --------------------------
Total 88,769,093 33.87%
------------------- --------------------------


These irrevocable undertakings set out above will cease to have any effect only if:

(a) the Offer is not made (by the publication of the Offer Document or Scheme Document, as the case may be) by 31 August 2012 (or such later date as may be determined between the Joint Offerors); or

(b) the Offer does not become effective, lapses or is withdrawn without having become wholly unconditional; or

(c) the Offer, if effected by means of a Scheme, is withdrawn or any competing offer is made which is declared wholly unconditional or otherwise becomes effective.


*Note the last clause (c)....DYOR

[metex] 09/8/2012 14:35

frogkid....just making the point....that as of last evening....they only controlled 45.5% of ENK....and as of 31st July 2012....86.14% of total share issuance....were held by top holders.

Therefore 86.14% - 45.5%....= 40.64% of them not pledged to bidders....therefore 40.64 + 13.86%....(13.86& held by private investors)....equals maximum opposition = 54.5%.

Believe investors will hear more from DMCI....in the short term....if they have convinced more to join them.

Awaiting news from ENK!....DYOR.

Edit:

mdr128....hadn`t seen your post.

Togglebrush....don`t think the code applies.

[togglebrush] 09/8/2012 14:30

Offeror has problems if he buys more shares at a higher price than offered:-
'

' extract
If the offeror acquires an interest in shares in a target company at a price higher than the value of the offer, the offer must be increased accordingly

[mdr128] 09/8/2012 14:20

Will be interesting to see an RNS telling us who has hoovered up today's 12M+ traded shares, presumably the offeror, but if not, might indicate that someone else is keen to make a play.

[frogkid] 09/8/2012 14:08

and of course those nominees may be repreenting members of the takeover group. hmmm, done deal I suspect or they would not have shown their hand.

[metex] 09/8/2012 13:58

Remaining ENK shares....not all in hands of the Private Investors....check what appears to be a very recently updated list....on ENK`s website:


Top 20 Shareholders (at 31 July 2012)
No of Shares/CDI's % of share capital

1 PERSHING NOMINEES LIMITED 47,805,809 18.24
2 W B NOMINEES LIMITED 31,528,565 12.03
3 AAA AUSTRALIAN CONTROL ACCOUNT 29,915,030 11.41
4 LYNCHWOOD NOMINEES LIMITED 26,318,020 10.04
5 VIDACOS NOMINEES LIMITED 18,440,327 7.04
6 GOLDMAN SACHS INTERNATIONAL 8,977,396 3.43
7 CHASE (GA GROUP) NOMINEES LIMITED 8,041,869 3.07
8 JAMES CAPEL (NOMINEES) LIMITED 7,566,658 2.89
9 TD DIRECT INVESTING NOMINEES (EUROPE) LIMITED 7,438,522 2.84
10 THE BANK OF NEW YORK (NOMINEES) LIMITED 7,333,000 2.80
11 BARCLAYSHARE NOMINEES LIMITED 5,050,384 1.93
12 THE BANK OF NEW YORK (NOMINEES) LIMITED 4,552,257 1.74
13 PERSHING NOMINEES LIMITED 4,018,850 1.53
14 L R NOMINEES LIMITED 3,497,047 1.33
15 KBC SECURITIES NV 3,054,978 1.17
16 HSBC CLIENT HOLDINGS NOMINEE (UK) LIMITED 2,846,288 1.09
17 INVESTOR NOMINEES LIMITED 2,824,244 10.8
18 SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) 2,696,526 1.03
19 EUROCLEAR NOMINEES LIMITED 1,992,104 0.76
20 STATE STREET NOMINEES LIMITED 1,877,915 0.72
Totals: Top 20 holders of ENK PLC 225,775,789 86.14
Total Remaining Holders Balance 36,328,214 13.86

[tyranosaurus] 09/8/2012 13:33

This looks like a done deal.
Share price saying another bid not expected.

Most small shareholders probably have their shares in a nominee account so will not make the big effort required to be able to vote.

At 19p I will make a small profit but would have liked more.