Fortune Oil Share Discussion Threads

[via con] 26/1/2015 13:56

FWIW, pieball, imho, it´s not a case of "uncertainty", it´s more a case of trust. We have maintained our trust in DC through the years, which has resulted in derisory 10p offer, based on these dubious stats below, which apart from cherry picking the numbers, and disregard the fact that the share price had fallen due to them losing the premium listing, which in turn was due to the BOD supporting China Gas, which, imo, we will not share in (re CVR) So where is and how can we have trust in a BOD like them.

" o 58.5 per cent. over the Closing Price of 6.31 pence per Fortune Oil Share on 17 December 2014, being the last practicable day before the date of this Announcement;

o 42.0 per cent. over the average Closing Price per Fortune Oil Share for the one (1) month period immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement; and

o 29.6 per cent. over the average Closing Price per Fortune Oil Share for the three (3) months immediately preceding 17 December 2014, being the last practicable day before the date of this Announcement. "

Even those who accept the offer or not do not believe the CVR will come to fruition.

So to me it´s trust which is the issue, and our collective trust in DC is zero or very close to it

That´s why I believe holding out for a better offer might be nice but counter productive as the now known to be dishonourable DC could simply offer us an even lower price in the future.

But without a doubt I too "can't wait for this to end!" to the extent everyday I´m thinking of selling and f@ck the 3% in waiting for the 10p, as the CVR is all smoke and mirrors, as Dan wants it all imo.


But let´s not forget WTFDIK

[pieball] 26/1/2015 09:00

I'm with you exel. Too much uncertainty around, can't wait for this to end!

[bam bam rubble] 25/1/2015 20:47

In recent years a scheme of arrangement has become the preferred structure for
large UK takeovers. In this structure the issued shares are cancelled with the
offerer receiving new shares. There are two main advantages of this structure:
- lower threshold of 75% to gain control (90% required in the takeover route).
- buyer pays 0% stamp duty (0.5% of offer consideration payable in a takeover).

In early 2015, the Companies Act will be changed to preserve the UK stamp duty
base by prohibiting the ability to reduce a target company's capital this way.
With a scheme of arrangement no longer having a tax benefit, this may lead to
bidders going down the more straightforward takeover route in future. It may
even result in a flurry of takeovers before the law change comes into effect.

[alanadale] 25/1/2015 17:33

Thanks exel. Respect your position.

[exel] 25/1/2015 15:03

Alan, Many thanks for your private message, and for all your and other inputs above. Ditto all others! I respect all views on here, and understand the dissent expressed by many above. My views (also noted above) have not changed. I will now proceed to support the tabled proposals and (hopefully) 'move on' with some cash in the bank to fuel that journey. If those proposals are voted down, that 'will' definitely prolong and 'may' deepen the agony of being a Fortune Oil shareholder - scenarios that I personally don't want. It has been explained to me that this a 'Court Supervised' process. Therefore, challenging 'it' is unlikely to get anywhere - ahead of the respective votes. 50+% of those entitled to vote (by number of qualified shareholders) must approve it. In addition, 75+% of those entitled to vote (weighted by shareholding units) must also support it. I have 2 votes on the former and X million on the latter. I want closure on this NOW, and simply can't risk further delay and uncertainty in this ever-less predictable world. I will not tell others what to do, but if (like me) you want "closure, certainty & cash" - I would urge you to support this scheme of arrangement. Last words from me, ex

[del44] 25/1/2015 14:58

txi:
Beside the log out button at the top is an envelope like image. It has private messages...click on it!!

[txi] 25/1/2015 14:49

Alan How to I get on to your private messages?

[del44] 25/1/2015 14:23

Voting is held on the 13th February regarding scheme...check page 97 jacks13
General meeting held immediately afterwards.....

[tel5] 25/1/2015 14:19

interesting link and one wouldnt rule it out.
Surely the major shareholders such as China NORTH Industries with 33 million shares `Maoming petroleum 28 million are going to determine the outcome of whether it is passed or not and I would have thought that these companies would have been sounded out as to which way they would be voting.

[jacks13] 25/1/2015 14:09

My interpretation of the timetable:

3rd March: Trading in Fortune Oil shares suspended.

4th March: The meeting to cast the Scheme vote held.

If the Scheme receives shareholders' approval:

4th March: A Court Hearing so that the Scheme can receive legal approval.

6th March: A Reduction Court Hearing will be held to confirm the Capital Reduction.

9th March: Put the approved Scheme into effect; cancel trading in Fortune Oil Shares,
and cancel the Stockmarket Listing.

If the Scheme is rejected the ball is back in the Consortium's hands.

[gwatson56] 25/1/2015 13:49

Just wondered if the continued delay in the CGH "PROPOSED ACQUISITION OF THE ENTIRE ISSUED SHARE CAPITAL OF BEIJING GAS DEVELOPMENT LIMITED" now to 27/2/15



Has any association as to what is happening here in FTO 'land' ?

[del44] 25/1/2015 13:04

Prior to the Scheme becoming Effective and subject to any applicable requirements of the Takeover Code, Fortune Oil intends to make an application for cancellation of the trading in Fortune Oil Shares on the London Stock Exchange on the Effective Date. It is intended that dealings in Fortune Oil Shares shall be suspended at close of business in London on 3 March 2015 and that no transfers of Fortune Oil Shares (other than to Fortune Dynasty) will be registered after that time.

Again, not legally minded but that reads to me as follows. Before shareholders approve the scheme, we will already apply for FTO de-listing and cancellation of shares, to speed up the process. All going well (for us) the only trading there after, will be Fortune Dynasty buying from you.....

Again, I stress, I am not a lawyer...but this looks like work in progress, assuming the scheme is approved. If the scheme is not approved and the restructuring of the share vote at the General Meeting is also voted down, then they have no real choice but to review their (The consortium) own situation.
An outright offer (if they so wish) can not be ruled out or in at this stage. But it is there in the offer document recently posted out to shareholders...

All those familiar with FTO, will, I am sure be well aware of the moving of the so called "Long stop" point...LOL...:-)

[topvest] 25/1/2015 12:48

This is exactly what the Scheme Document says:

12. De-listing of Fortune Oil Shares and re-registration of Fortune Oil as a private company

Prior to the Scheme becoming Effective and subject to any applicable requirements of the Takeover Code, Fortune Oil intends to make an application for cancellation of the trading in Fortune Oil Shares on the London Stock Exchange on the Effective Date. It is intended that dealings in Fortune Oil Shares shall be suspended at close of business in London on 3 March 2015 and that no transfers of Fortune Oil Shares (other than to Fortune Dynasty) will be registered after that time. As at the close of trading on the last day of dealings in Fortune Oil Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of Fortune Oil Shares within the CREST system. The Fortune Oil Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Fortune Oil Share registered in the name of the relevant seller under that trade. Consequently, those Fortune Oil Shares will be cancelled or transferred under the Scheme and the seller will receive the Cash Consideration in accordance with the terms of the Scheme. No transfers of Fortune Oil Shares will be registered after this date and, other than the registration of Fortune Oil Shares released, transferred or issued under the Fortune Oil Share Schemes after the Scheme Court Hearing and prior to the Reorganisation Record Time, no Fortune Oil Shares will be issued after this date, save for the New Fortune Oil Shares to be issued to Fortune Dynasty pursuant to the Scheme.On the Effective Date, each certificate representing a holding of Fortune Oil Shares subject to the Scheme will be cancelled. Share certificates in respect of Fortune Oil Shares will cease to be valid and every Fortune Oil Shareholder will be bound at the request of Fortune Oil to deliver up to Fortune Oil, or to any person appointed by Fortune Oil, the share certificate(s) for cancellation, or to destroy them. As from the Reorganisation Record Time, each holding of Scheme Shares credited to any stock
account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course. It is also intended that Fortune Oil be re-registered as a private limited company in due course.

You will have to make your own mind-up whether they will apply for cancellation if the scheme fails. It is not clear. Depends on whether you trust them I suppose!

[alanadale] 25/1/2015 11:52

jezwatson, txi, exel and afrosia. There are messages waiting for you on the Personal Message board.

[jacks13] 25/1/2015 11:50

My interpretation of the Scheme timetable is that the delisting scheduled for 9th March is to be read in the context of a yes vote and not as something that will occur in any eventuality.

[gwatson56] 25/1/2015 11:44

From page 22...

4. Information relating to Fortune Oil
Fortune Oil is a limited liability company incorporated in England. Fortune Oil’s shares were admitted to the Official List and main market of the London Stock Exchange on 10 August 1993. On 20 March 2013, Fortune Oil transferred its listing category on the London Stock Exchange from a “premium listing
(commercial company)” to a “standard listing”.

Is there a rule re time elapsed from Premium to Standard and what applies in these circumstances ?

[del44] 25/1/2015 11:41

topvest....
You make a valid point and one to which I alluded too a short while back in a post..But if both the scheme and the General Meeting are not approved, then perhaps the company can not re structure the share register and perhaps can not go private...If indeed were we to suppose that Fortune dynasty's intention are for further expansion in to China using Fortune Dynasty as there vehicle?...
Having a near 40% private investor in FTO, would probably not be in their best interests...
But I stress, I am no lawyer, nor legally minded...

[topvest] 25/1/2015 08:35

That's not what the document above or the scheme of arrangement document says. Many of you had a much bigger holding than i had and I wasn't prepared to risk it. My reading of the document and above is that they are cancelling the listing without shareholder approval, come what may. I think it is probably questionable that they will obtain shareholder approval for the scheme of arrangement given the absence of any big holders voting (i.e. the concert party can't vote), the posts on this BB and lots of nominee accounts.

I would suggest that someone checks this out properly for the benefit of those on this BB.

I'm not suggesting you may not get more by holding out, but simply that the 10p offer is by no means guaranteed.

Good luck!

[bam bam rubble] 24/1/2015 21:12

That cancellation without approval option is only for stocks with a main listing
elsewhere i.e. Yamana Gold delisted off LSE in 2013 just by announcing it by RNS.
It's not an option for companies like FTO.

[jacks13] 24/1/2015 20:14

lexus, this isn't a takeover offer; its a scheme of arrangement.

'While both are subject to the city code on takeovers and mergers, the two processes differ in some fundamental respects; most notably, the former is a proposal by the bidding company to the shareholders of the target company, while the latter is a proposal by the target company to its shareholders and/or creditors.'

[lexus880] 24/1/2015 19:55

Someone has implied the offer should be at least the highest trade price during the last twelve months which I think is around 14p (not 10p + maybe 5p )can anyone dispute that. If not then we are being screwed big time.

[jacks13] 24/1/2015 19:46

jezwatson, are you confusing voting on a cancellation of a Listing with voting on a Scheme of Arrangement?

This is my understanding. The LSE listing rules say that a cancellation of a Standard Listing does not require shareholder approval.

The Scheme of Arrangement (which is, in reality, an application to the Court by Fortune Oil to restructure its own capital base) does require shareholder approval.

A failure to obtain shareholder approval for the Scheme will result as far as I can see in one of three outcomes:

1. No change, carry on as normal.
2. The Consortium table a takeover offer, or
3. The Board cancels the Company's LSE Listing.

I'm not going to speculate here on the likely outcomes for the share price, each of us can do that for ourselves.

[jezwatson] 24/1/2015 17:34

Interesting post topvest. My understanding was that 75% shareholder approval is required to cancel a listing. However, the 'continuing obligations' document suggests that such approval is only required for companies with a 'premium' listing which FTO no longer has. Therefore, if 75% shareholder approval is not required, then surely the deal will go through and shareholders will receive at least 10p per share. So, why sell for less?

[topvest] 24/1/2015 16:28

I think this implies that no shareholder approval is required to cancel a standard listing:

I don't have the detailed rules, so happy to be corrected if this is out of date or incorrect.
They have been pretty clear that they will cancel the listing and NOT subject to the deal going through.
I'd be careful.
This is why I sold.

[txi] 24/1/2015 16:05

I also have a couple of mil and if de-listing is absolutely off the table I will vote no. I just need to read over the offer docs a little bit more carefully.