Amerisur Resources Share Discussion Threads

[acv74] 28/11/2019 18:18

Wonder why M&P have longs and shorts....odd? They are not a bank who would hold positions to make money so I can only think they haven't quite given up on Amer yet?

[eddie_yates] 28/11/2019 17:56

I’m with Tyler

[thegreatgeraldo] 28/11/2019 17:37

Think you've succeeded in convincing yourself tyler.....

Sadly, as it's looking increasingly unlikely that a higher bid is going to turn up, your curious POV about the "irrevocable acceptances" that GPRK has obtained won't be tested

[rollthedice] 28/11/2019 17:09

Tyler if you've got two offers one materially better than the other it will get the 50%+. Geopark only has c16% irrevocably signed up if any competing bid is 10% more than 19.21p. Would they triple that if their bid was lower? I doubt it.

If someone wants it bad enough they can hit Geopark out of the park... unfortunately what's missing is another interested party!

Why BoD / IIs agreed to these terms we'll never know.. maybe Geopark were only prepared to go as high as 19.21p with those undertakings or offer a lower figure without them.

[tyler durden1] 28/11/2019 17:02

roll, So Geopark having already got almost 25% pledged, need 25%, where its more than likely they'd get at least another 5% from proxies that Amerisur will wield, and probably another 5% from holders that have bought cheaply and who might be seeing a substantial profit even at 19.21p.

Any other bidder would have 0 to start with, know can't obtain around 25% anyway pledged anyway let alone those not voting and proxies which always are substantial, and even if they did could not obtain 75% under any circumstances, let alone 90% required to take the lot inside as part of their own operation under the Companies Act.

So even if a potential bidder were to scoop 25% of the shares in Amerisur, they would still have Geopark holding as much, but with the BOD having irrevocable undertakings to support the Geopark holding WHATEVER bid turns up, if one did when so severely crippled by irrevocable undertakings let alone a break fee ON ONE PARTY ONLY.

Nothing will convince me that the BoD issuing irrevocable undertakings was in the best interest of shareholders in my opinion. Yes they could have given unanimous approval, but the undertakings I just don't see as being helpful to obtain the best deal for shareholders.

Do you think the BoD issuing irrevocable undertakings on a paltry bid of 19.21p after they even advised shareholders about the 'materially undervaluing' bid at 17p from first potential bidder, without even a caveat about them lapsing if a higher bid came, yet also having a break clause also in Geopark's favour is in Amerisur shareholders best interest.

Just yes or no please.

Out of interest be interesting to see yes or no answer to that from others.

Posted my views so won't take up any more bb time


Irrevocables in breach of prohibition

Since the changes to the Takeover Code in September 2011, it appears that irrevocable commitments given by target directors have been used as a vehicle to include provisions that extend beyond the individual director's decision to accept an offer, and are given in the individual's capacity as director rather than shareholder.

In its review of the operation of the Takeover Code and the prohibition on offer-related arrangements, the panel identified the following target director commitments as breaches of the prohibition:

to recommend an offer to target shareholders;
not to solicit a competing offer;
to notify the bidder if the director becomes aware of a potential competing offer;
to convene board meetings and/or vote in favour of board resolutions which are necessary to implement the offer;
to provide information in relation to the target for due diligence or other purposes;
to assist the bidder with the satisfaction of its offer conditions;
to assist the bidder with the preparation of its offer documentation; and
to conduct the target's business in a particular manner during the offer period.
In a number of situations, the panel has identified irrevocable commitments from target directors that contained an undertaking not to solicit a competing offer from a potential bidder; the panel has required such commitments to be replaced, with the offending undertaking deleted.

Agreements not to dispose of shares or elect for a particular type of consideration are permitted, on the basis that they are commitments given in the individual's capacity as shareholder rather than director.

[rollthedice] 28/11/2019 16:52

No Tyler it's your own logic which is flawed. You say another bidder would be put off by not being able to take control of 100% of the issued shares but Geopark themselves are prepared to do exactly that. Geopark have undertakings for nearly 24% but that falls to c16% if another bid is 10% better than the one tabled.

To take control of the company any bidder (including Geopark) need to get over 50% in a takeover offer. If Geopark couldn't get that threshold with 19.21p they'd have to up it, accept a minority shareholding or withdraw.

Of course Geopark are in the box seat because they're the one whose offer the BoD are backing but that doesn't mean it's a fait accompli if another bidder was serious about making a hostile approach.

BoDs don't always get the takeover they want or support. I suspect they will this time because no-one else has shown they're prepared to make a bid over the existing one, directly to shareholders if necessary.

If another bidder isn't prepared to top Geopark's why would shareholders be interested in it?

[tyler durden1] 28/11/2019 16:51

Enough from me, but I believe some of you are really naive if you believe it encourages a higher bidder!

Companies Act requires directors to act in the best interest of shareholders and to obtain the best deal for shareholders, I just do not see how an irrevocable undertaking was in shareholders best interests. Even if BOD unanimously recommended why go to the lengths of potentially helping to stifle another bidder.

This came after months and months of pressure to drop the sp, months and months of selling down, missed drilling, missed deadlines with fully funded drilling campaigns doing what? with ONGC rushing to drill CPO5 (even though they continued to get tenders for more work)? With Occi rushing to drill etc. etc. and then with a punch in the face from the RNS about obtaining PUT36, where I'm not sure shareholders were ever notified we'd applied for, and where it can't have been in the FSP as it was only just awarded AFTER the 19.21p bid, so a material difference too.

[tyler durden1] 28/11/2019 16:44

If that were the case then the BoD would not have given irrevocable undertakings without apparently even a caveat about a higher bidder.

Irrevocable undertaking and even higher bid penalty is only inGeopark's favour. Nothing there to really seek a higher bid for shareholders?

Just do not quite see how the BoD gave irreconcilable undertakings without apparently even a caveat about that lapsing in the event of a higher bid. How can that possibly be to obtain the best price possible for shareholders? Perhaps its just me not understanding?

It kneecaps potential higher bidders in so many ways.

[kelotoni] 28/11/2019 16:43

Clearly someone thinks that another bid is possible or else there would be no need for
this .
"Amerisur has agreed to pay to GeoPark a break fee payment in the amount of GBP2.42 million in cash if, following this announcement, an Independent Competing Transaction subsequently becomes or is declared unconditional in all respects or is completed or becomes effective, as agreed in the Cooperation Agreement (as defined in paragraph 13 below)."

[tyler durden1] 28/11/2019 16:40

Roll. Your logic is wanting.

Geopark ARE the bidder, they have the upper hand, they have support of the BoD, they HAVE irrevocable undertaking of 24.9% let alone proxies that leave their votes to the BOD, let alone others that bought in at recent lows where 19.21p might be a considerable profit.

Geopark don't have to get 50% as they already have 24.9% plus the others mentioned above and where a lot of brokers don't even have the facilities for on line voting, where those voting, and may be considered proxy for the company and other companies require written requests which many investors don't then progress.

The break fee is Minimal and would only apply if a higher bidder was successful which as explained is like finding rocking horse poo given the circumstances where the bidder would know they can't even obtain 75% under the current process let alone the 90% that would be required to compulsorily acquire all the shares:

"Amerisur has agreed to pay to GeoPark a break fee payment in the amount of GBP2.42 million in cash if, following this announcement, an Independent Competing Transaction subsequently becomes or is declared unconditional in all respects or is completed or becomes effective, as agreed in the Cooperation Agreement (as defined in paragraph 13 below)."

Investors must wonder what the hell the BoD were thinking in giving irrevocable undertakings? even if they had unanimously recommended, why take the step of giving IRRECOVABLE UNDERTAKINGS without even a caveat about a higher bidder, where doing that would be likely to dissuade a higher bidder

[rollthedice] 28/11/2019 16:27

Tyler it's pretty naive to think the irrevocable undertakings issue is insurmountable if a bidder was determined to get AMER. If Geopark couldn't get 75%+ Geopark themselves have indicated that they would go the takeover offer route if necessary... they don't seem to see the issue of being unable to absorb AMER in one bite as problematic so why would another bidder? Geopark would get a nice break fee too if they couldn't get AMER.

Anyway this is all hypothetical as there isn't another bidder... sadly.

[tyler durden1] 28/11/2019 16:18

That's naive to think there would be any need for Geopark to pull a bid, when it knows that because of irrevocable undertakings any potential bidder no matter what they offered could not successfully absorb Amerisur into its own operation?

They are not going to turn round at Board level and say well we have at least 24.9% of the company, probably a lot more from people who bought in at recent lows of around 12p, but we will pull the bid because there is a higher bidder who can't possibly compulsory absorb all the shares as they couldn't even gain 75% let alone 90%?

As far I can recall only Cannacord have a caveat about a higher bid exceeding 10% in order to revoke their irrevocable undertakings, the rest are irrevocable irrespective any higher bid and again you have to ask whether that can possibly be in Amerisur's shareholders best interest.

[thegreatgeraldo] 28/11/2019 16:15

In the case of a higher bid, GPRK would either up or pull their offer. Irrevocable acceptances not really a problem if the offer had been pulled

[al101uk] 28/11/2019 15:23

I would bite their hands off.

[acv74] 28/11/2019 15:18

19p cash + 5p of M&P shares seems appealing now.

[tommygriff] 28/11/2019 13:45

I think Maurel & prom may be purchasing through Hermes, ODDO and Barclays, only Barclays have disclosed

[al101uk] 28/11/2019 13:18

Anyone make sense of the Maurel Prom disclosure (via Barclays)?

Doesn't look like they have much of a position, but increased yesterday.

[donaferentes] 28/11/2019 12:26

Scheme all seems pretty straightforward. The timegap between each decision-making meeting and its implemetation suggests no one thinks there will be any hitch.Moneylender and others - very grateful for your efforts on behalf of us all. However, I cannot see this proceeding without strongly indicative noises of approval from the major II's, so I think it's a done deal.So, I intend to do nothign and let nature take its course, ultimately looking to reinvest the cash in something else.I remain curious, though, who amongst Amerisur's share-pledging will continue on a salary under the new ownership. But I guess their advisors will have made sure that's all OK, absent any faith that I do not have in their independent directors.It is a stitch up, no doubt, but not the first time I have had a profitable trading company's shares wrested from me to the benefit of the CEO and other insiders on the AIM market. I will miss the good nature and expertise of many posters on here - ML, as aforesaid, Quidnunc, Tonyrelaxes, Marnewton, BigWaveDave - there are others to whom I apologise for their omission. Good luck to all and maybe see you on other boards hereafter.

[lucyp00p] 28/11/2019 12:21

Nobody knows the future here. If we did, we'd not be here.

[dayway123] 28/11/2019 12:20

Rollthedice. You’ve given your opinion repeatedly, I’m sure we’re all aware of your concern and if you get your wish you’ll be rewarded with your 19.2p. No point going on unless there’s something to add.

[thegreatgeraldo] 28/11/2019 11:50

See this morning's RNS

[eddie_yates] 28/11/2019 11:41

Could someone please advise when share holders will be available to vote for or against the deal on offer?
I'll be voting against!!