Cleantech Share Discussion Threads

[volvo] 20/5/2009 21:19

Just read them and remember the names!

VOLVO - 14 May'09 - 20:50 - 15312 of 15385 edit


Pap why should the terms be different if anything coal has improved.They are getting a bargain.

Also Energybuild has improved

Also NEMI share has improved. Hogg thinks 2 weeks and so do I and by the strength here at 40p so do others.

kooba - 14 May'09 - 20:57 - 15313 of 15385


too many sugary drinks and up beyond your bedtime and look what happens! very sad.go away volvo you add nothing.you have returned to buy a small amount of stock and are once again trying to puff them up to spin out your pa..you got it wrong big time now don't come back with your made up "facts" and try to scam again.


VOLVO - 14 May'09 - 21:00 - 15314 of 15385 edit


tweet tweet stop singing thrush.

kooba - 14 May'09 - 21:03 - 15315 of 15385


Viva la Repartee

unglove - 14 May'09 - 21:45 - 15316 of 15385


Looking at past record Volvo is champion thrush on this thread. Repetitive ramping with big porkies about messages from CBM. A dangerous poster - so novices to this thread beware.

jonnyboy1 - 15 May'09 - 20:51 - 15317 of 15385


agreed unglove and kooba anywhere vulva is dangerous. He is either deluded, a sucker or a champion looser. Probably all three

RS2OOO - 15 May'09 - 21:48 - 15318 of 15385


They're right VOLVO. Unfortunately, the time you come on here with solid information it will be a cry wolf situation

[loafingchard] 20/5/2009 20:25

good to know the debt situation is under control , would have prefered 1 for 1 scrip offer but beggars can't be choosers it appears . I hold WTN too so should be happy they got a bargain .

good luck all

[phil0001] 20/5/2009 20:01

Pap, I've also got PRL and AFR, you've got to love the prospects of a wide range of stocks at the mo. I quite possibly will be sticking with this for a while yet (as WTN shares obviously), a lot more value could get released. I really like the company, but then I always have. And WTN in particular has been very rewarding for me over the years.

A great announcement tonight. Everyone should be happy........surely!

P1

[papillon] 20/5/2009 19:58

Thanks for that ivan. I have held UKC in the past but not presently. Will have a look.
It never went over £3.30 jay (last July). 57p ain't set in stone. Its not a cash bid. Depends on the WTN share price in 2 months time.

[ivancampo] 20/5/2009 19:51

Thanks papillon, stumbled across it looking at UKC, any holders here, looks ripe for a breakout.

[papillon] 20/5/2009 19:46

kooba, WTN currently 1.41 on TSE. Equals 78.7p. CBM equivalent 59p. Factor in a 10-15% discount (couple of months wait until deal finalised) gives a CBM share price of 50-53p tomorrow if WTN share price holds up on TSE. Not sure it will since GCE, after a circa 10% early rise, is now negative on the day. I somehow can't see much of a rise tomorrow. Be lucky to hit 50p. Well its the end of the line for CBM. It goes after about 6 years on AIM. If one had bought on the 1st day of listing and held for all that time then one would have done just as well by sticking one's money under the mattress.
ivan, no it has not been taken out at 57p. Its not a cash bid; just WTN paper I'm afraid which could go up, or down, by the time the deal is finalised.
EDIT, I shall probably sell up and put the money into three U3O8 stocks I fancy; FTE, URU and PRL plus O&G AFR.

[ivancampo] 20/5/2009 19:36

Am i missing something or has this been taken out at 57p?

[kooba] 20/5/2009 18:29

going for a snooze...could you post the £ equivalent close dear papillon not sure i will press the right buttons on the calculator.chin chin.
only joking pb well done i was on a train at the time or would have done the same but food for thought.

[kooba] 20/5/2009 18:11

not a big favour to those cbm holders you were buying the stock from that hadn't spotted the significance...i'm sure the mm's were all over it and will make a killing at the expence of the pi's again...yes well done the lse.and well done cbm and wtn...after months and months of dd you still can't co-ordinate an annnouncement with any f'ing ability...bunch of jockeys.leaked badly over the past few days..see the volume and always remember there is someone on the other side of those purchases getting ripped off by the insiders.

[pbracken] 20/5/2009 18:05

The LSE did us a big favour today by not suspending WTN in the UK. It allowed poxy investors like me to pile into CBM in full knowledge that I was buying WTN for effectively 20% less or more. Meal tickets don't come much easier.

[kooba] 20/5/2009 17:56

not bad but if it had been a cracker would have rallied the troops and off to the spearmint! just like cbm to announce once i've already been a good boy and heading home! wtn seem to be holding ...close above 1.50 would be comforting!

[papillon] 20/5/2009 17:39

WTN opened at 1.47 (5.30pm). Now 1.43. Equals 60p for CBM (surprised to see that fall back to 47p at the close).

[seagreen] 20/5/2009 17:19

Western Canadian Coal and Cambrian Mining Combine To Create a Larger, Stronger Coal Company


12:00 PM ET, May 20, 2009


VANCOUVER, May 20, 2009 /PRNewswire-FirstCall via COMTEX/ -- The independent directors of Western Canadian Coal Corp. (AIM: WTN and TSX: WTN, WTN.DB, WTN.WT) ("Western" or the "Company" and the "Western Independent Directors") are pleased to announce that Western has entered into a definitive agreement pursuant to which Western will acquire, by way of a UK scheme of arrangement, all of the issued and to be issued ordinary share capital of Cambrian Mining Plc (AIM: CBM) ("Cambrian" and the "Cambrian Independent Directors") (the "Acquisition").

The combined operations of Western, a Canadian producer of high quality metallurgical coal, and Cambrian, a UK based diversified mining company operating in three continents, will result in a financially stronger and more diversified coal mining company. The combination of these two companies is an excellent strategic fit, as Cambrian, with a 34% interest in Western's common shares and C$29 million ownership of Western's convertible debentures, has been instrumental in developing Western's mines and bringing them into operation.

The Acquisition values Cambrian at approximately (pnds stlg)67.4 million (or C$120 million) and each Cambrian Share at 57 pence based on the Closing Price of one Western Share of 76 pence on May 19, 2009, the last Dealing Day prior to the date of this announcement.

Mr. John Byrne, Chairman of Western and Cambrian, comments, "This transaction is demonstrably beneficial to shareholders for both companies. It simplifies the corporate structure and provides a solid foundation for growth. From the Western shareholder's perspective, Western will acquire 100% of low-cost metallurgical and thermal coal mines in West Virginia, 50.6% of a thermal coal mine in the UK, 45% of Xtract Energy, and 100% of AGD Mining. From the Cambrian shareholders' perspective, this transaction will remove the holding company discount which we believe has affected the valuation of the company for many years and shareholders will retain a significant interest in a larger and financially stronger group."

KEY ACQUISITION BENEFITS

The creation of a larger, stronger, and more diversified coal mining company will significantly increase the long-term growth prospects of the combined company. The key benefits of the Acquisition are:

- Globally diversified operations, with operating coal mines in three key coal producing regions (Western Canada, West Virginia and Wales, UK; - Product diversification with the introduction of thermal coal to the existing product mix of hard coking coal and low-vol PCI coal; - Sales diversification with a more balanced sales program into Asia, Europe and the USA; - An expansion of coal reserves and resources by 39% and 50%, respectively; - Increased size with the 100% increase in the current's coal production to approximately 3.5 million tonnes, with the potential to grow to over 10 million tonnes per year; - Cost savings through reduced overhead, marketing and operational synergies; - A simplified ownership structure that will increase the public float of shares by 55%.
BOARD OF DIRECTORS

On completion of the merger, the board of Western will continue to be John Brodie, John Byrne, Robert Chase, John Conlon, John Hogg, who will also continue to be Western's President & CEO, Charles Pitcher and Julian Treger.

TERMS OF THE ACQUISITION

The Acquisition will be carried out by way of a scheme of arrangement of Cambrian under English law, involving a reduction of capital under English law, pursuant to which all of the issued and to be issued ordinary share capital of Cambrian (other than treasury shares or shares held by Western) will be cancelled, new shares issued to Western and Cambrian will become a wholly-owned subsidiary of Western.

Under the Acquisition, holders of ordinary shares in Cambrian ("Cambrian Shareholders" and "Cambrian Shares") will receive 0.75 common shares in Western ("Western Shares") for every 1 Cambrian Share held. Upon completion of the Acquisition, Western will issue approximately 88.6 million new common shares, representing approximately 29.5% of Westerns issued and outstanding shares, as increased by this issue, but before any adjustment for the approximately 72.1 million common shares that the Cambrian Group will continue to hold upon the Scheme becoming effective. Upon cancellation of those shares, the new Western common shares will represent approximately 38.9% of Western's issued and outstanding shares.

Irrevocable agreements to vote in favour of the Acquisition have been secured from Audley European Opportunities Master Fund Limited, in respect of approximately 24.7% of Cambrian's ordinary shares (other than treasury shares or shares held by Western).

Full details of the Acquisition will be included in the Management Information Circular of Western and Scheme Document of Cambrian, which will be mailed to the Western shareholders and Cambrian shareholders, respectively. The documents are expected to be filed with the appropriate regulatory authorities and mailed to the applicable company's shareholders by May 26, 2009.

The Acquisition is subject to the usual regulatory and court approvals and to obtaining the approval of a minimum 75% by value and more than 50% by number approval of those shares voted at a meeting of the shareholders of Cambrian, and the majority approval of the minority shareholders of Western, being all shareholders of Western other than Cambrian, Audley European Opportunities Master Fund Limited and their respective associates and affiliates, at a special meeting of the shareholders of Western. Western will be holding a shareholder meeting on June 24, 2009. The parties expect that the Acquisition will close in early July 2009.

ADVISORS

Western's financial advisors are Cormark Securities Inc. (Cormark) and Cenkos Securities plc, who is also the Company's nominated advisor (NOMAD). Lawson Lundell LLP (Canada) and Reynolds Porter Chamberlain LLP (England) are Western's legal counsel. Fraser Milner Casgrain LLP is acting as legal counsel to Western's Independent Directors.

Cambrian's financial advisor and NOMAD is Singer Capital Markets Limited. Goodmans LLP in Canada and Trowers & Hamlins LLP in the UK are acting as external legal counsel to Cambrian. Cambrian's Canadian financial advisors are GMP Securities LLP.

BOARD RECOMMENDATIONS

Based on the recommendation of the special committee of the Western Independent Directors, as well as a formal valuation and fairness opinion of Cormark, the board of directors of Western (with directors that also serve on Cambrian's board and Julian Treger abstaining from voting) have unanimously approved the Acquisition and will be recommending that the shareholders of Western approve the Acquisition. The board of directors of Cambrian (with directors that also serve on Western's board abstaining from voting) have also unanimously approved the Acquisition and the Cambrian Independent Directors will be recommending that the Cambrian Shareholders approve the Acquisition.

CONFERENCE CALL

Western will be hosting a conference call to present the Acquisition at 10:30am (Pacific) on May 20, 2009. To listen to the call, dial either 1-800-731-5319 or 416-644-3426. The call will also be webcast live on the Company's website at www.westerncanadiancoal.com. Accompanying presentation slides will also be available on the Company's website.

About Cambrian Mining Plc

Cambrian Mining Plc is a diversified mining group, headquartered in London, UK. Cambrian operates in three continents and produces four commodities. The Cambrian Group produces metallurgical coal, thermal coal, gold and antimony from four locations; West Virginia USA, Western Canada, Wales and Victoria, Australia. Cambrian's customers are located in Asia, Western Europe and USA. Cambrian actively looks for growth through acquisitions and organic development. For more information, visit www.cambrianmining.com.

About Western Canadian Coal Corp

Western Canadian Coal Corp. produces high quality metallurgical coal from mines located in north eastern British Columbia. The coal is sold to many of the top steelmakers in the world. Western also has interests in various coal properties in northern and southern British Columbia and a 50% interest to explore and develop the Belcourt and Saxon group of properties in northern British Columbia. For more information, visit www.westerncanadiancoal.com.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information includes, but is not limited to, information concerning the proposed business combination between Western and Cambrian and matters relating thereto. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Assumptions upon which such forward-looking information is based include, without limitation, that the shareholders of Western and Cambrian will approve the Acquisition, that all required third party, court, regulatory and governmental approvals to the Acquisition will be obtained and all other conditions to the making of any offer and/or the completion of the Acquisition will be satisfied or waived. Many of these assumptions are based on factors and events that are not within the control of Western and Cambrian and there is no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include changes in market conditions, variations in coal recovery rates, risks relating to international operations, fluctuating coal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, failure of plant, equipment or processes to operate as anticipated, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed in the Annual Information Form for the year ended March 31, 2008 for Western available on www.sedar.com and the June 30, 2008 Annual Report for Cambrian available in Cambrian's website at www.cambrianmining.com. Although Western and Cambrian have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Western and Cambrian undertake no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.

The Announcement made today is in accordance with the Rule 2.5 of the UK Takeover Code. The 2.5 announcement follows.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 20 May 2009 Recommended proposal for the acquisition of Cambrian Mining Plc by Western Canadian Coal Corp. to be implemented by means of a scheme of arrangement and extension to Cambrian's US $27million 6.750 per cent. unsecured convertible notes Summary - The Cambrian Independent Directors and the Western Independent Directors are pleased to announce the terms of a recommended proposal for the acquisition by Western of the whole of the issued and to be issued ordinary share capital of Cambrian. It is intended that the Proposal will be effected by way of a scheme of arrangement of Cambrian under section 899 of the Companies Act 2006. - Under the Proposal, Scheme Shareholders will receive 0.75 new Western Shares for every 1 Cambrian Share held. - The Proposal values the entire issued ordinary share capital of Cambrian at approximately (pnds stlg)67.4 million and each Cambrian Share at 57.0 pence based on the Closing Price of one Western Share of 76 pence on 19 May 2009, being the last Dealing Day prior to the date of this announcement. - Based on yesterday's Closing Price of a Western Share, the consideration under the Proposal represents: - a premium of approximately 246 per cent. to the Closing Price of a Cambrian Share of 16.5 pence on 15 December 2008, being the last Dealing Day prior to the commencement of the Offer Period; and - a premium of approximately 27 per cent. to the Closing Price of a Cambrian Share of 44.75 pence on 19 May 2009, being the last Dealing Day prior to this announcement. - In agreeing to the cancellation of their Cambrian Shares in exchange for the receipt of Western Shares, the Cambrian Independent Directors believe that Cambrian Shareholders will benefit from continuing to hold an investment in the same underlying assets while gaining a more direct investment in Western's assets. In addition, by being part of the Enlarged Group, Cambrian will benefit from: - a transaction that is consistent with Cambrian's stated strategy of transforming into an operating mining company; - a strengthened balance sheet; - increased capital market scale and increased share liquidity; - improved prospects of retaining existing, and attracting new personnel through an enhanced group profile and scale synergies; and - simplification of the structure of the Cambrian Group. The Western Independent Directors believe that the Proposal will allow Western to benefit from the creation of a larger, stronger, and more diversified coal mining company, which will significantly increase the long-term prospects of the combined company. The key benefits are: - globally diversified operations, with operating coal mines in three key coal producing regions (Western Canada, West Virginia and Wales); - product diversification with the introduction of thermal coal to the existing product mix of hard coking coal and low-vol PCI coal; - sales diversification with a more balanced sales program into Asia, Europe and the USA; - an expansion of coal reserves and resources by 39 per cent. and 50 per cent. respectively;; - increased size with the 100 per cent. increase in the current's coal production to approximately 3.5 million tonnes, with the potential to grow to 10 million tonnes per year; - cost savings through reduced overhead, marketing and operational synergies; and - a simplified ownership structure that will increase the public float of shares by 55 per cent. - The Cambrian Independent Directors, who have been so advised by Singer, consider the terms of the Proposal to be fair and reasonable. In providing its advice to them, Singer has taken into account the commercial assessment of the Cambrian Independent Directors. Further important background to the recommendation is given in the full announcement. - The Cambrian Independent Directors will recommend that Cambrian Shareholders vote in favour of the resolution to approve the Scheme to be proposed at the Court Meeting and vote in favour of the Special Resolution to be proposed at the General Meeting. - The Proposal will be put to Cambrian Shareholders at the Court Meeting and at the General Meeting, which are expected to be held on 23 June 2009. To become effective, the Scheme must be approved by a majority in number of the holders of Cambrian Shares present and voting at the Court Meeting, either in person or by proxy, representing not less than three fourths in value of the Scheme Shares that are voted at the Court Meeting. In addition, a special resolution implementing the Scheme and sanctioning the related reduction of share capital must be passed by Cambrian Shareholders representing 75 per cent. of the votes cast at the General Meeting. - The Scheme is a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the applicable Canadian securities law that governs certain transactions which raise the potential for significant conflicts of interest, including related party transactions. Pursuant to the requirements for a related party transaction under MI 61-101 in addition to any other required security holder approval that may be required in order to complete a related party transaction, Western must obtain the approval of at least a simple majority of the votes cast by "minority" holders of Western Shares. The "minority" holders of Western Shares for the purposes of the Scheme are all Western Shareholders other than Cambrian, the Audley Fund, their respective associates and affiliates, and any related party of any of them, and any person acting jointly or in concert with any of them. - An irrevocable undertaking to vote in favour of the Scheme and the resolutions at the Court Meeting and the General Meeting has been secured in respect of, in aggregate, 29,142,484 Cambrian Shares, representing approximately 24.7 per cent. of the existing Cambrian Shares. - It is expected that the Scheme Document will be posted on 22 May 2009 and that the Scheme will become effective on 13 July 2009, subject to the satisfaction of the Conditions set out in Appendix I. - It is expected that a Management Information Circular will be posted to Western Shareholders no later than 26 May 2009. - Cenkos Securities is acting as financial adviser to Western and no one else in connection with the Offer. Singer is acting as financial adviser to Cambrian and no one else in relation to the Proposal. Cormark Securities is acting as financial adviser to Western. GMP Securities LP is acting as financial adviser to Cambrian. - The Cambrian Noteholders have agreed to an amendment to the current terms and conditions of the Cambrian Notes. The principal terms of the amendments are as follows: - a ninety day extension of the term so that the maturity date is extended from 23 May 2009 to 21 August 2009; - interest rate increase from 6.75 per cent. to 15.0 per cent. per annum during the extension period, payable monthly in arrears; - in the event that the Scheme becomes effective, Cambrian will be required to redeem the Cambrian Notes in full within five business days of the Effective Date; and - additional covenants are given by Cambrian in relation to Cambrian and its subsidiaries which are deemed relatively standard for an agreement of this type.
The obligation to redeem the Cambrian Notes in full within five business days of the Scheme becoming effective will also fall on the Enlarged Group from such date.

The Chairman of both Western and Cambrian, Mr John Byrne, commented:

"This transaction is demonstrably beneficial to shareholders. It simplifies the corporate structure and provides a solid foundation for growth.

From a Western shareholder's perspective Western acquires 100 per cent. of ADC, 50.6 per cent. of Energybuild, 45.3 per cent. of Xtract and 100 per cent. of AGD Mining.

From the Cambrian shareholder's perspective, this transaction will remove the holding company discount which has affected the valuation of the company for many years and shareholders will retain a significant interest in a larger and financially stronger group."

Enquiries in relation to Cambrian please contact: Cambrian Mining Plc Mark Burridge / Braam Jonker [phone] Singer Capital Markets Jeff Keating / Gareth Price [phone] Scott Harris Stephen Scott / Ian Middleton [phone] Enquiries in relation to Western please contact: Western Canadian Coal Corp. David Jan +1.604.694.2891 Cenkos Securities plc Ivonne Cantu / Adrian Hargrave [phone] Barnes McInerney (media) Camilla Bartosiewicz [phone] Ext. 240

[papillon] 20/5/2009 16:28

Thanks vizz. Rare I miss a post on this thread; my eyesight must be going.

[vizz] 20/5/2009 16:21

No apology due to me Pap, I just pointed out the post you overlooked.

[papillon] 20/5/2009 14:53

Sorry vizz, I missed kooba's post. Apologies.