Amerisur Resources Share Discussion Threads

[ladeside] 16/12/2019 13:01

Napoleon, 100% correct. Half of the companies out there who are "doing well" are nothing other than charlatans with fake accounting and using debt to show short term success. The whole lot is built on a lie.

It will be like a domino rally sooner or later as they all start to be found out and come crashing down around us, however the ones at the top will already have siphoned off their millions and will ride into the sunset without a care or fear of any sort of prosecution in this corrupt bloody establishment country in which we live.........

[sharesure4] 16/12/2019 12:13

Kinwah, Is that logical?
If someone offers to buy your house (out of the blue when you had always maintained that you liked it) at a price you have been led to believe is half its worth, you would reject it and do nothing. This BoD decided against that and that they had better ask everyone else if they would like to buy. WHY? Increasing the value of their Options, maybe?
Look at the Nomad’s view of the company’s worth (whilst they may be inclined to be more confident, they also have a reputation to maintain). In normal circumstances one might also say the BoD has a reputation to maintain, quite apart from their general obligations to the rest of the company’s shareholders. So why sell on the cheap when there is no reason to. WHY? Options, maybe?
Any Institutional Investor worth their reputation would reject this offer at half the Nomad’s valuation. If they didn’t, WHY? Total disillusionment with the management of the company, maybe?
It should be worth turning up at Thursday’s meeting. If you do, don’t forget your proof of share ownership - this bunch will use any reason to keep shareholders away if past experience is anything to go by.

[tyler durden1] 16/12/2019 12:08

kin
hogwash

The irrevocable would be strong enough to deter any bidder, determined or otherwise!

Having virtually 25% at their disposal its a mountain too tall for any would be predator to climb, both in this process where they have to get 75% approval, or even if this process fails and its back to over 50%.

Either way, how do you suppose a predator could hope to gain 75% in this process

Even with a potential hostile predator gaining 50.1% it would not be enough to compulsorily purchase the outstanding shares. That requires acquiring over 90%, an impossibility under the circumstances.

[spudders] 16/12/2019 11:30

12 years of believing there was something special with AMER I must be a misguided fool as I will walk away with a 7k loss if its a done deal. Good luck all longs 🍀

[kinwah] 16/12/2019 10:34

What investors often don't realise is that voting on resolutions isn't a secret ballot. The company registrars will be keeping the board (through the company secretary) regularly updated with the latest state of play with the voting. A share price of 19.02p bid for nearly 10 million shares is a good indication that the scheme of arrangement is on track to go through. There has been enough opportunity for any counter bidder to have shown his hand. The irrevocables were not strong enough to deter a determined non-cash bidder willing to pay a premium to the Geopark bid but sadly no-one else wanted to buy AMER. Very disappointing for shareholders.

[aceuk] 16/12/2019 08:55

I'm afraid they are Lucyp00p, people are gullible fools as portrayed - Boris understood that.

I also understand this from current personal experience - I am in the process of losing everything because of the stupidity of my family and can do absolutely nothing about it, they also will end up without a shirt on their back.

I have searched for and asked for help for months and years and there ain't any - crazy

[charlieeee] 15/12/2019 23:15

The point I am making is that in the final analysis any Court will take the bigger picture, that a minority of shareholders, only 25% of voting shareholders, can bang the BOD to rights, stop "their" sale and send Geopark packing.

If the company is worth more then it can be traded on or sold to another: the law supports that commercial reality (which a minority of shareholders can enforce, despite the Michinoko bully boy tactics. Those tactics may well have included the threat of doing a "Rex Harbor" and years of misery again: maybe, like Pavlov's rats, the BOD got the message this time).

The BOD have a cast iron get out clause re valuation: they went through a formal sales process.If shareholders are unhappy that it became cash only, then that should immediately have been challenged. Now, the only way is that "No" vote.

This has been a huge disappointment, but how many really want to try conclusions with the BOD and end up much worse off, like Trotting?

Full marks to the Private Eye smear campaign: for those who feel cheated, traducing BOD reputations gives some satisfaction, but even that is quite limited: after all, they are a bunch of old fogies, yesterday's men.

[tyler durden1] 15/12/2019 22:39

A101

With the exception of Cannacord they are all hard irrevocable undertakings, so even if a higher offer comes forward their irrevocable undertakings are in support of Geopark, which is quite frankly amazingly absurd for any Director to offer.

I ask the same question: Why would any director give a hard irrevocable undertaking that undermines the opportunity for a higher bid from another bidder? Just cannot see how that could be described as working in shareholders best interests, but I'm sure greater minds than mine will know.

[al101uk] 15/12/2019 22:07

"Also known as a lock-up. A binding agreement by a target shareholder to accept a takeover offer or vote in favour of a scheme of arrangement. An irrevocable undertaking may be either hard (binding in all circumstances), soft (ceases to be binding if a higher offer emerges) or semi-hard (ceases to be binding if a higher offer emerges which exceeds the existing offer by an agreed amount)."

[al101uk] 15/12/2019 22:06

The irrevocable undertaking, to my understanding, is for the Scheme Of Arrangement. The possibility for a potential counter bid would be a hostile bid higher than the current bid, this would almost certainly result in more than 25% of shareholders voting No for the scheme of arrangement and likely far more than 50% then voting in favor of the takeover bid, assuming Geopark don't go over the top of that with a counter take overt offer that would not be through the scheme of arrangement.

Basically if a higher bid comes in, there's all to play for and I see no reason for a counter bidder to delay their bid until the last minute or in the hope that the scheme of arrangement fails.

I do understand why someone might find themselves in a position where they need to place a counter bid... that would be the result of the restrictions placed on the sales process organised by our BOD. I also understand why there may be some delay between the final submission by Geopark and any hostile counter bid, the rival company would presumably be bidding using a partial equity bid and may also need to raise debt, that could take time to air with major shareholders, banks etc etc etc.

Having said that, I feel like it's most likely that any counter bid would already be in... but I could be wrong!

[tonyrelaxes] 15/12/2019 21:14

Charlie
I do understand the % conundrum and immediate consequences.

However, what I think Tyler and Eddie (and certainly me) were referring to was the possible impropriety of the Directors' actions and recommendations as well as their considering only the wishes of a small group of shareholders with, on the face of it, less than 5%.

They issued 'advice' to all other shareholders to continue to hold their shares while they were signing the final paperwork of Project Atherton at a price that transpired to be barely a halfpenny higher. No doubt keen to keep the share price supported for their own planned disposal of which many, many shareholders were denied an opinion or consideration - other than this week's blunt alternative.

Also, where has the £367.5M value gone that a few weeks earlier the BoD were proudly proclaiming they had created - "Value creation by Amersur" as the AR said. This would be over and above all the subscriber and placing funds etc.

Those claims are just not compatible with the BoD's latest recommendations. If things suddenly got so bad, halving what their own NOMAD. joint Brokers and oint Financial Advisers (who presumably know at least as much as the BoD) surely the BoD and/or their advisers were knowingly negligent in withholding that news from the market, while they hurried through any deal.

I agree in a clinical courtroom much would appear somewhat objective matters and would become purely a bonanza for Lawyers greater than the options fiasco that GC had to climb down from.

But who knows .....

... and there could be other routes. For that I'm prepared to chip in get better professional advice.

[charlieeee] 15/12/2019 19:18

Tony

The law here is straightforward at this stage.

If more than 25% of the votes cast are "No", then Geopark has a problem: if less than 25% of the votes cast are "No", you have the problem.

Think about it as a democratic process: anything less than 25% of those "expressing an opinion" is very low support for your viewpoint: that bar has been intentionally set low precisely to invalidate any argument about fairness to the minority.

In such circumstances, no court will look at your case, unless you have really clear evidence of wrongdoing (such as failing to give proper notice or bribes).

If Geopark fail at this stage and have to go the simple control route ie the 50% that gets a lot more interesting: horse trading with the remaining iis, probably, rather than buying in the market, but everyone would have to be paid any premium agreed.

Geopark, may, of course, just walk away and then we are left with the clown show.

[tonyrelaxes] 15/12/2019 14:12

Eddie
Initial cash for advice is not the problem. I know of several others who have also pledged money for this.

What we need is impetus and a 'leader' to coordinate and get this going - quickly!

[eddie_yates] 15/12/2019 13:38

Tyler
I wholeheartedly agree with you and I feel there are questions that need to be answered.
I'd be happy to pledge a grand towards legal fees should any legal minded long termer wish to take this forward.

[tonyrelaxes] 15/12/2019 13:36

Bas -
Shareholders? Yes they can attend. They sent out attendance cards with the Proxy Forms and Scheme Documents.

Press? Don't know. I wonder if they would even be welcome, despite some of the BoD's love of publicity (Google: Allen Stanford, $20M cash,'personal' helicopter landing at Lords, 110 year prison sentence for Ponzi fraud)!

But I wouldn't expect a cozy Q&A session over coffee with the Directors after. (Nothing new there then!)

[tyler durden1] 15/12/2019 13:25

They're still tied to irrevocable undertakings, except Cannacord.

Irrevocable undertakings by the BoD in any company, can not in my opinion ever be considered in shareholders best interests, and especially when it is as far as I can recall alleged by some that crucial factors at play here were vesting options before expiry.

[tonyrelaxes] 15/12/2019 13:20

Amer and Geo negotiated the process under the codename "Project Atherton".

In 1994 Atherton was accused of cheating/ball tampering while Captaining England in a Test match. He admitted keeping dirt in his pocket and rubbing it on the ball.

The choice of name for this 'project' based on someone remembered for accusations of cheating seems somewhat prophetic.

Was this choice a brazen 2 fingers to the shareholders?

[bigbas] 15/12/2019 13:16

Are the hearings public - or are they private too

............ and my follow up question is, if they are open, will anyone be attending to vent their fury ? - not that it will do much good - but I am sure I will feel better

[kaos3] 15/12/2019 12:11

what about hostile - just announce 25p - what then?

as it would be hostile anyway - kicking some BODs etc

[kelotoni] 15/12/2019 11:15

Excuse the poor grammar in the previous post!!

[kelotoni] 15/12/2019 11:01

I couldn't agree more TD.
But would question the 75% threshold? Is there a legal requisite?

[tyler durden1] 15/12/2019 10:21

skill. You obviously haven't read the RNS's. These are irrevocable undertakings to back Geopark. Only Cannacord have the caveat of being able to withdraw their irrevocable undertakings if a higher bid comes in.

It is mighty strange that the BoD of Amerisur decided on supporting the bid with irrevocable undertakings....full stop, without consulting shareholders first, as although they are their own shares they have a duty of care to protect shareholders interests, not just their own.

I can see no reason why the BoD agreed to irrevocable undertakings without even a caveat about those undertakings being withdrawn if a higher bid presents itself. These undertakings are binding in law.

Only Cannacord have given a soft irrevocable undertaking.