Amerisur Resources Share Discussion Threads

[rollthedice] 22/11/2019 12:51

AMER's justification is pretty straightforward and not unreasonable when taken in context of AMER's actual performance over recent years and the maturity of AMER's bread and butter asset (Platanilo):

"Whilst the Amerisur Directors believe in the future growth potential of Amerisur over the medium to long term, having considered the risks, particularly with regards to the operational challenges associated with delivering production growth from Amerisur's discoveries, the inherent risks in exploration activities, and timescales associated with the realisation of value from Amerisur's asset base, it considers that GeoPark Colombia's proposal of 19.21 pence per share substantially recognises Amerisur's growth potential, whilst providing certainty, in cash, to Amerisur Shareholders."

Shareholders will be able to choose between the company being sold and years more with GC & JW in charge awarding themselves plenty while share price flounders. 60p+ to 12p in 5 odd years is their record that you want to stick with? No thanks.

[thegreatgeraldo] 22/11/2019 12:43

acv74 - GPRK will certainly think they've got a decent deal.... Geo & Park have serious skin in the game & they wouldn't be buying AMER if they didn't see value. Mr Market, OTOH, judging by the GPRK share price reaction, is underwhelmed

[lucyp00p] 22/11/2019 12:32

But we don't want to sell. Have you even thought about that?

[acv74] 22/11/2019 12:29

"No one else has bid" - actually if you read the full document that tonyrelaxes posted, I think it says that several proposals were received.I scan read it only, it's very long.Geopark think they've got a good deal (at our expense).We (the shareholders) never asked for the FSP, we just wanted the BOD to do what they said they would do.

[grahamburn] 22/11/2019 12:21

At last.... a SENSIBLE post, esmerelda.

Been very tempted over the past few days to say more or less what you've said. To my mind, if the Geopark offer is the best there is on the table and the directors and others are recommending it, then that is it. OK someone else might - just might - come out of the blue with a slightly increased (10.1%?!) offer, but given how long the company has been up for sale, it's unlikely.

In the current situation, the stockmarket is doing what it says on the tin - shares are only worth what a willing buyer is prepared to pay.

You can argue till you're bored to death that this or the other asset is worth more, but until they are developed they are worth what they are worth NOW.

Unless the shareholders who have communicated with moneylender can come up with their own 38p offer (which come to think of it, would be stupid as they would be buying their own shares and everyone else's) and then run the company themselves, then it's best to move on.

[rollthedice] 22/11/2019 12:18

Surely they'd argue that they've acted in good faith by encouraging interested parties to run their tape measures over AMER's assets and make their bid if they're interested. Geopark alone have bid, no-one else has (so far). Sp was at c12p before initial approach made.

PIs aren't going to get any director removed. If you were to tell us that several major IIs were onboard it'd be a different ballgame, a fresh impetus under new management on licences held could drive share price higher.

I've yet to see a convincing argument for rejecting Geopark's bid let alone pour money down the drain for some, as yet undefined, legal advice/action.

We're all disappointed with level of offer. We'd probably all point the finger of blame at the BoD who have failed to deliver on their own targets and the disgruntled (or insightful) sell off by RH but I don't see IIs agitating which means PIs are on a hiding to nothing. Bank the cash and move on is my honest opinion now.

[thegreatgeraldo] 22/11/2019 12:16

Before laying out silly money on briefs.... worth raising your concerns on Sharesoc..... must be a few members amongst the larger AMER holders?

[quidnunc] 22/11/2019 12:12

The board may have put the company up for sale but the company is owned by the shareholders. It is they who have the right to accept or reject both the proposal and any alternative offer or none of them.They also have the right to kick the board out and replace them if they don't feel that they are being very well served. So funds may be required for advice etc to ensure that there's no ducking and diving behind obscure aspects of company law or twisted interpretations of the mems and arts. Q

[tyler durden1] 22/11/2019 12:07

Isn't there a share club or something that specialises in assisting.

Esmeralda, but the companies Act makes it clear that BoD must act in best interests of all shareholders and

"Companies Act 2006 provides a statutory procedure to allow the shareholders agreement to remove a director by passing an ordinary resolution (i.e. anything over 50%) at a general meeting of the company."

"Section 994 of the Companies Act 2006 allows a shareholder to petition the court on the grounds that the affairs of the company are being or have been conducted in a manner which is unfairly prejudicial to its shareholders or some part of them. This is commonly referred to as an “unfair prejudice” claim."

The most important duty is that directors must, in good faith, act in the way that they consider most likely to promote the success of the company for the benefit of its members (typically shareholders).

Directors are expected to exercise the care, skill and diligence that would be expected from a reasonably diligent person with the knowledge and experience that the director actually has.



Unfair Prejudice Petition (Section 994 of the Companies Act 2006)
Even with meticulously documented agreements, relationships can turn sour. One of the more powerful weapons available to an aggrieved shareholder is to issue a petition against fellow shareholders and usually also the company pursuant to section 994 of the Companies Act 2006. The benefit of establishing unfair prejudice is that this course of action is particularly effective where the shareholder’s aim is to sell their shares at a fair share value (and can sometimes even be used as a means of taking control of the company from the majority) and no discount is applied for the fact the shareholding is a minority state.
An unfair prejudice petition may be brought on the basis that:
the company’s affairs have been conducted in a manner which is unfairly prejudicial to the interests of the shareholder; or
an actual or proposed act (or omission) of the company is or would be so prejudicial
In practical terms, the most common complaints forming the subject matter of an unfair prejudice petition include:
Directors paying themselves excessive salaries
The company failing to declare dividends
Breaches of directors’ duties
Breaches of the Articles of Association and/or Shareholders’ Agreement
General mismanagement of the company
Excluding a shareholder from management
The most frequent remedy granted by a Court if it accepts that the petitioning shareholder has been unfairly prejudiced is to order that their shares be purchased by the wrongdoers at fair market value. However, the Court may make any order it sees fit to remedy the wrongdoing, including:
Regulating the future conduct of the business
Requiring the company to take a step or refrain from a particular act
Less commonly, requiring the wrongdoers to sell their shares to the petitioning shareholder

Derivative Claims (Part 11 of the Companies Act 2006)
While it is a particularly complex procedure, a member may seek to bring a derivative claim in circumstances in which the Board (or a particular director) is responsible for an act or omission involving:
negligence;
breach of the Articles or a Shareholders’ Agreement;
breach of directors’ duties; and/or
breach of fiduciary duties
Subject to the Court granting permission for the claim to proceed, the shareholder bringing the claim steps into the shoes of the Company. The Company then brings a claim against its own directors.
Part of the attraction of a derivative claim is that the shareholder bringing the claim may be granted an indemnity in respect of all costs incurred in pursuing the action. Even more attractive is that the indemnity is likely to be ordered against the directors in their personal capacity, so the pursuit of the litigation may not have a detrimental effect on the company’s finances.

[quidnunc] 22/11/2019 12:05

Yes send to Moneylender for the moment please. Q

[esmerelda] 22/11/2019 11:29

What is the point in taking legal advice? The Board put the company up for sale and got a cash bid for 19.2 which they recommend. Shareholders can vote down the SoA with 25% of the vote, which shouldn't be impossible. If so, then Geo will launch a formal takeover for the same price but now only 50%+ is required which they would get. In the meantime we should wait to see if anyone else is interested in bidding 21.5p+. If there is no counter bid then the company really is only worth 19.2p because that is what the market says it is. It doesn't matter whether we think the assets should be worth 38p+ because no other company thinks it is worth that.

[rollthedice] 22/11/2019 10:51

R&M really getting shot of AMER at pace... another 10.44m sold on latest declaration.

Who is accumulating I wonder... perhaps for Geopark at lower than bid price to secure takeover if it comes to that?

[hashertu] 22/11/2019 10:39

hxxps://www.geo-park.com/files/releases/GeoPark_Announces_Amerisur_Acquisition__Final_002_EN_1.pdf

This is a link to the Geopark announcement.
The price offered based on 2P reserves seems on the high side to me, so GPRK must see the additional value in exploration.
The value you place on this is dependent upon the probabilities and risks you decide to assume, which is well outside my knowledge base.

[tommygriff] 22/11/2019 10:22

What email address quid?

[eddie_yates] 22/11/2019 09:33

Q
Count me in

[dayway123] 22/11/2019 09:16

Hi quidnunc, are emails to be sent to money lender regarding this.

[quidnunc] 22/11/2019 09:04

Money is being pledged for legal advice to take this forwards. It won't be cheap If anyone reading this wants to chip in please send an email indicating what you would be willing to contribute Q

[tyler durden1] 22/11/2019 07:48

works out my ave. 14.4p so in the money. Think we have been stitched up though.

Yes having a go might knock the price back but thinking about it (unusual), what is there to lose. Even if price went back to 12p (doubtful), it would mean sufficient shareholders to influence company and this company should have been worth the £1.

Even Geopark's own figures suggest its worth much more where for 38p would have been a fair price.

If its knocked, the BoD will then have no alternative but to push for drilling and good news as their options would be worth far less and that's assuming they have not been given a red card.

If the bid goes through I won't cry at a profit but a much smaller profit than it should be.

So all power to the joint elbows of shareholders.

if the share price did fall I suspect a lot of those that sold at the first announcement of a bid at 19.21p would be back in like a shot and many others including corporates would snaffle them up

[tonyrelaxes] 21/11/2019 23:56

Its Project Fear all over again!

But don't include me, even though I made my first ever post on LSE today.

[lucyp00p] 21/11/2019 23:12

Do what you like, and while you're at it, sell me your house for a fiver

[acv74] 21/11/2019 21:41

We seem to have the BOD worried, people on the LSE board and here turning up telling us the terrible things that will happen if we vote down the deal. Coincidence??

[tommygriff] 21/11/2019 21:38

Maybe for a short period, get a new board and move forward!

[dodge meister] 21/11/2019 21:38

Vote down the deal will cause the share price to fall. So vote to make us poorer?

[acv74] 21/11/2019 21:02

Great news, may have 10%.Vote down this dodgy deal.

[moneylender] 21/11/2019 19:47

Good evening all

The Emails continue to pour in.

Unfortunately my time is spent elswhere at the moment, (house refurb)
but I will endeavour to spend some time this weekend with numbers updates
and relies where required. Rest assured all your support is appreciated
by us all. I think at the end of day its going to be down to everyone of
us to get in touch with their broker and ensure that the votes are polled as
required, yes or no to the offer.

A quick calculation tonight suggests we have surpassed the 100M mark by
some margin. As I said I will confirm over the weekend

Watch this space.