Gladstone Pac Share Discussion Threads

[spectoacc] 21/4/2009 10:43

Palmer's back on board (see today's RNS). Probably not unexpected but a good sign, hopefully co can start moving forward again now.

[spectoacc] 20/4/2009 14:09

Rikwak - thanks re RAB.

Website has a lot of detail re the Nickel project:

GPN still seems to be massively under the radar.

[rikwak] 18/4/2009 16:10

yes rab do in a fund that is locked up for three years so hopefully forced selling ending. i should have done more analysis on this heard about the aborted bid etc so what is the next stage for the company?

[nehemiah37] 18/4/2009 12:50

Yes a bit of welcome cheer for us long term holders

[rikwak] 17/4/2009 17:19

hmm up 2p already on tiny volume...someone squeezed in behind me clearly

[rikwak] 17/4/2009 16:18

just dipped my toe in here - dont understand why its at an all time low - does not look like it has any debt - cash burn doesn't look too bad based on end June 08 figures - lets wait and see

[spectoacc] 16/4/2009 10:46

One or two buys but now they've switched off the online dealing it seems; wish they'd tick it up off the lows instead...

[spectoacc] 16/4/2009 10:08

So the merger/HK float is off for the time being; an interesting play down here though (I'm in from much higher unfort). Are these the only small-cap mining play yet to rocket? All-time lows down here & seem totally forgotten by the market.

Av'd a few anyway, though dealing in size is difficult.

[kent_paul] 07/2/2009 20:19

maybe june or in q3, china is showing signs of stabilisation already

[jackandflash] 07/2/2009 19:55

Can't see the RDI take over this year, they will not go on the Hong Kong exchange at the moment.

[whiterussians] 11/9/2008 15:03

How much of this is owned by RABid dog?

[kent_paul] 27/8/2008 21:27

maybe ill have to dip back in next month if its still a down and out aim stock.

[smiler 0] 27/8/2008 20:24

Aye ?? you would think there would be some buying

[kent_paul] 22/8/2008 12:37

what on earth is happening with this stock?

[smiler 0] 08/8/2008 14:18

GLADSTONE PACIFIC NICKEL LTD

ACN (104 261 887)

('GPNL'' or 'the Company')




Resource Development International Limited to acquire
Gladstone Pacific Nickel Limited

RDI to acquire GPNL by scheme of arrangement for scrip consideration of £2.20 for each GPNL share, based on RDI's IPO share price.

The proposed acquisition is conditional on RDI listing on the HKSE or the ASX and raising a minimum of A$1 billion in cash.

Details of the timing of the proposed acquisition and the listing of RDI have yet to be determined, however, it is proposed that the acquisition and the listing would be completed by late 2008.

If the GPNL scheme is approved, GPNL will become a 100% owned subsidiary of RDI. The assets of GPNL would form part of RDI's asset base.



Scheme Implementation Agreement

Further to its announcement on 30 July 2008 regarding the receipt of a proposal for a merger, Gladstone Pacific Nickel Limited ('GPNL' or the 'Company') (AIM:GPN) announces that the non-associated Directors of the Board have unanimously approved the entry into a Scheme Implementation Agreement (SIA) with Resource Development International Limited ('RDI').

The SIA signed today, 8 August 2008, provides for GPNL to propose a scheme of arrangement (the GPNL Scheme) under which RDI will acquire all of the shares in GPNL for scrip consideration of £2.20 for each GPNL share based on RDI's IPO share price.

The value of GPNL shares on the AIM at market close, 7 August 2008 was £0.70.

In addition to GPNL Shareholder and Court approval, the GPNL Scheme will be dependent on certain conditions including:

1. approvals for RDI to list and have its shares quoted on the Hong Kong Stock Exchange ('HKSE') and/or Australian Securities Exchange ('ASX') being obtained on or before 31 March 2009 and a cash raising of at least US$1 billion; and

2. GPNL receiving a satisfactory independent expert's report.

RDI may terminate the SIA if GPNL decides to pursue a competing proposal. Either party may terminate the SIA if the GPNL Scheme is not effective before 31 March 2009.

It is expected that the GPNL Scheme will satisfy the requirements for scrip for scrip roll-over relief from Australian capital gains tax ('CGT') under Subdivision 124-M.

Following the GPNL Scheme, RDI will own 100% of GPNL.

The GPNL Scheme participants will include all GPNL shareholders in Australia and any other jurisdiction in which RDI shares may be issued without unduly onerous regulatory requirements. Other foreign shareholders will have their allocation of RDI shares sold as soon as practicable and the proceeds (less brokerage, duty, taxes, expenses and other charges) paid to them.

If required by the HKSE and/or the ASX to obtain approval to list, the provision of RDI shares to GPNL Shareholders will be conditional upon them first agreeing to any restrictions on the RDI Shares (and executing any required documents).

RDI must use its reasonable endeavours to investigate the possible establishment of a share sale facility by which GPNL Shareholders who would receive less than A$5,000 worth of RDI shares under the GPNL Scheme can elect to sell the RDI shares they receive as soon as practicable after the GPNL Scheme is effected, without brokerage being payable.

RDI must also make an offer to GPNL option holders for their GPNL options to be transferred or cancelled in consideration for either RDI options on equivalent terms or a cash amount based on the value of the consideration provided to GPNL shareholders and the terms of the options.

RDI

RDI is a company which has recently been formed to acquire substantial iron ore, nickel, exploration and energy interests, including rights to extract 20 billion tonnes of iron ore from the Balmoral tenements held by Mineralogy Pty Ltd. RDI has appointed Macquarie Bank and UBS to manage a proposed US$5 billion IPO and listing on the HKSE, which is being planned by RDI for late 2008.

RDI is currently controlled by Mr Clive Palmer. Mr Palmer holds 13.95% of the shares in GPNL.

Effect on EGM to be held on 14 August 2008

On 22 July 2008, GPNL gave notice of an Extraordinary General Meeting ('EGM') to be held on 14 August 2008.

Resolution 3 in the Notice of Meeting sent to shareholders on 22nd July 2008 was referred to in the announcement of the EGM as follows:




'Shareholder approval is being sought for the introduction of an alternative event to trigger Mr Palmer's entitlement to a 25% interest in Marlborough Nickel Pty Ltd ('MPNL'). This possible future event being the making of an unconditional takeover bid or the completion of a takeover via a scheme of arrangement, by Resource Development International Limited, a Company associated with Mr Palmer and Mr Martino, at a minimum price of £2.20.'




The proposed alternative milestone for Mr Palmer's company, Dasines Pty Ltd ('Dasines'), to convert its converting shares in Marlborough Nickel Pty Ltd ('MNPL') to ordinary shares is contained in Resolution 3 of the Notice of Meeting. The milestone, for a scheme of arrangement, has the following conditions:

Approval by a meeting of GPNL shareholders and by a court of competent jurisdiction under section 411(6) of the Corporations Act, of a scheme under which RDI will acquire all of the issued Shares in GPNL in which it does not already have a relevant interest in exchange for shares in RDI, at a value equal to or exceeding £2.20 per GPNL share (which will be calculated according to a formula which values the RDI shares at their cash issue price under its intended IPO prospectus, converted to UK pounds sterling at the then prevailing exchange rate); and

RDI raises at least US$1 billion in cash and RDI's shares are quoted on the Hong Kong Stock Exchange (or such other recognised stock exchange of a size and liquidity acceptable to GPNL); and

The scheme is approved by a court of competent jurisdiction on or before 31 December 2008 or, at the absolute discretion of GPNL, a date no later than 90 days after 31 December 2008.

If shareholders approve Resolution 3 and the GPNL Scheme meets all of the above conditions, Mr Palmer would be entitled to convert the convertible shares in MNPL held by Dasines into ordinary shares in MNPL. This would in turn result in the completion of the acquisition of Dasines by GPNL, subject to that transaction being approved by shareholders at the EGM by the approval of resolution 2. Full details of these transactions are contained in the Notice of Meeting and Explanatory Memorandum sent to shareholders.

The GPNL shares issued to Mr Palmer would then participate in the GPNL Scheme and be acquired by RDI, if the GPNL Scheme is approved.

Shareholders should consider this information when deciding how to vote on Resolution 3 and also refer to the information in section 3 of the Explanatory Memorandum. Shareholders should also note that, even though RDI has made this proposal, there is no certainty that the GPNL Scheme will be approved or that a control transaction will occur.

Review of GPNL Scheme

GPNL intends to appoint an Independent Expert to advise on whether the GPNL Scheme is in the best interests of all GPNL Shareholders. A copy of the Independent Expert's Report will be included in the GPNL Scheme Booklet which will be sent to shareholders before the meeting to approve the GPNL Scheme.

The SIA requires RDI to provide assistance to GPNL to carry out due diligence on RDI which GPNL will now commence.

The non-associated directors committee formed to review the SIA, comprising Mr John Downie, Mr Benjamin Hill and Mr James Henderson, have considered the advantages and disadvantages of the RDI proposal. In the absence of a superior proposal and subject to the results of the due diligence and Independent Expert's Report, the committee unanimously recommend that the GPNL shareholders vote in favour of the GPNL Scheme. Reasons for this include:




The offer under the GPNL Scheme provides a substantial premium over the market price of GPNL shares. The offer is 3.14 times the AIM closing price of GPNL shares on 7 August 2008.
The GPNL Scheme will remove the single asset risk and corporate structure which may have adversely impacted the share price of GPNL and its ability to grow and develop as a company.
The GPNL Scheme will provide GPNL shareholders with exposure to a broader portfolio of assets with upside potential from other projects of RDI. Shareholders will maintain their exposure to the Marlborough Nickel Project.
RDI will be more likely to offer increased diversity, scale and market liquidity.
Next steps

GPNL will now appoint an Independent Expert and commence preparation of the Scheme Booklet. GPNL will also conduct due diligence on RDI and include relevant information from that due diligence in the Scheme Booklet.

Once approved by the Court, the Scheme Booklet will be dispatched to GPNL shareholders.

The GPNL Scheme will then require the approval of GPNL Shareholders and the Court, together with satisfaction of other conditions customary for a transaction of this nature. These conditions are included in the SIA, a summary of which is attached as Annexure A to this announcement.

Cancellation of GPNL's listing on AIM

Should the implementation of the GPNL Scheme be successful, GPNL will become a 100% owned subsidiary of RDI and it is the intention of the board of RDI that they will cancel the admission of GPNL's securities to AIM on the GPNL Scheme implementation date, expected at this stage to be during December 2008.

Further information

This announcement is available on GPNL's website www.gladstonepacific.com.au.


Lets Hope GCM GET A MOVE ON KP !!

[kent_paul] 08/8/2008 13:13

Resource Development Intl to buy Gladstone Pacific Nickel for 2.20 pounds/sh

LONDON (Thomson Financial) - Gladstone Pacific Nickel Ltd. said it its non-associated directors have agreed that the company be acquired by Resource Development International Ltd. (RDI) for 2.20 pounds per share, as announced on June 30.

The deal is conditional to RDI listing in Hong Kong or Australia and raising a minimum of A$1 billion in cash.

The company expects that the acquisition and the listing will be completed late this year.

RDI is currently controlled by Gladstone's former chairman Clive Palmer, who holds about 14 percent in the recently-formed entity.

[e-mail] ran/rw

[smiler 0] 05/8/2008 17:49

well for all who got in at 63p + stand to do well, Interesting to see what happens here !

[kent_paul] 05/8/2008 16:15

i think it will be taken out at 220p, i doubt RAB will accept less.

[smiler 0] 05/8/2008 15:55

WHAT you think ref the offer kp do you think it will happen ?

[spectoacc] 31/7/2008 09:28

Seen zero press on it. 27.5k at 109p reported after hours though.

[kent_paul] 30/7/2008 14:27

well someone took the mms for 10k shares after the RNS and there was one other buy.

[spectoacc] 30/7/2008 14:21

I still think I'm missing something; granted it's in shares, not cash, & listed in Oz or HK, not here, & isn't certain to go ahead, & if it does, will take time.

But for all that - if it's really £2.20 equiv of IPO pr of newco, you'd think they'd be trading a quid higher. But they're barely even trading.

Be interesting to see if any press comment overnight, might cast some light on it.