Faroe Petroleum Share Discussion Threads

[bountyhunter] 04/1/2019 15:19

You don't have to attend to vote do you? I have voted for/against directors without attending board meetings. In any case I really can't see DNO getting near 50% in less than two weeks from now. They will probably remain stuck at 43% or marginally over so have to raise the offer to a decent one to succeed or walk away. The vast majority of holders have had plenty of time already to make their decision on the 152 derisory offer and with the oil price rising are hardly likely to take that up now especially when they could sell in the market to speculators at a higher price.

[fntc] 04/1/2019 15:18

Less than 86% voting attendance would be over 50% with 43% totalt.

[oto1] 04/1/2019 15:17

Thedudie

I have never seen 100% participation on a gm for a listed company.
Even 80% is high.
So if DNO can settle for 45%, they will take it and start replacing board members.
It is not given that all other share holders will vote against DNO either.

So if that happens the tone will be quite different from Faroe board, and they will start to cooperate instead, much to the benefit of both Faroe and DNO shareholders.
And less benefit for Faroe management.

[bountyhunter] 04/1/2019 15:09

If DNO only had 43% and the other 57% voted against them how could they force any directors off the board or even force any changes through?

[hashertu] 04/1/2019 14:59

If DNO got 50% + 1 of current shares in issue, by tender plus direct ownership, the bid would be declared unconditional and DNO would buy the tender shares.
That (presumably) would trigger the various director/employee options.
After these have been issued, DNO would have >43% of the (new) shares in issue.
With this, they could almost certainly force a director onto the board, and vote against (edit) the existing board members when they come up for re-election (if they haven't already resigned).

[thegreatgeraldo] 04/1/2019 14:54

50% is the first target, they can start messing around with the board. What they really want is 75%, so that they can threaten to de-list & hopefully get to the ultimate target of 90%, where they can compulsorily purchase outstanding shares. Unless the plan is to have majority control of a listed UK stock.....

[bountyhunter] 04/1/2019 14:43

Good point TD, but not sure on your first point either.

[thedudie] 04/1/2019 14:42

Don't think shares can be issued (and DNO therefore be diluted) during the active bid. If they fail and walk away for 12 months it is almost guaranteed to happen (imo).

[bountyhunter] 04/1/2019 14:41

#2013 That's what I thought.

[fntc] 04/1/2019 14:41

But the question is also whether DNO can chose to take delivery if they get, say 49% total. Then they would have a good chance of getting 50% on an EGM even after dillution, and take control, unless there are special rules on LSE preventing such moves.

[fntc] 04/1/2019 14:38

I am not 100% sure, but I presume the board could still dilute, making DNO's and you guys's shares a smaller part of the total. So DNO would still probably want to have 57.5%, at least of the probable attending votes on an EGM, but 57.5% of the total would be optimal, since they would have 50% even if all 100% attended an EGM.

[thedudie] 04/1/2019 14:38

DNO will need 50% of fully diluted shares. Otherwise they wont have a majority when the options are settled on completion of the bid.
Can't see how it can be anything different. They can't win a bid without a majority of all shares.

[fntc] 04/1/2019 14:36

And from the new mandatory offer:
"Offers made under Rule 9 of the Code must be conditional only upon the offeror having received acceptances in respect of shares which, together with shares acquired or agreed to be acquired before or during the offer, will result in the offeror and any person acting in concert with it holding shares carrying more than 50 percent of the voting rights."

[bountyhunter] 04/1/2019 14:34

So presumably the board could still do that? If not why not?

[fntc] 04/1/2019 14:32

It was a self imposed DNO condition to be able to have 50% if the board would dilute to the maximum.

From the original offer document:

The Offer is subject to two Conditions, set out in full in Appendix I to this Document, being:
(i) valid acceptances being received in respect of Faroe Shares which, together with any Faroe Shares already held or
acquired by DNO, will result in DNO holding Faroe Shares carrying, in aggregate, more than 57.5 percent of the voting
rights carried by the Faroe Shares then normally exercisable at a general meeting of Faroe, or such lesser number of
Faroe Shares as DNO may decide, provided that this Condition will not be satisfied unless DNO shall have acquired or
agreed to acquire Faroe Shares carrying in aggregate more than 50 percent of the voting rights then normally exercisable
at a general meeting of Faroe; and

[bountyhunter] 04/1/2019 14:27

again what did the 57.5% refer to?
...it is hardly likely that would have been a self-imposed DNO condition prior to gaining 30%!
I assume it still applies as director options still exist as previously assuming that is the reason as was previously suggested

[oto1] 04/1/2019 14:26

Redartbmud

Where is the filter button?
Would be nice to get rid of stupid comments...

I have close to 500k shares in DNO and RAKP combined, and I run a chat where the majority is DNO shareholders.

When RAK was going after DNO we put together approx 100 mill shares, and ended up deciding if rak was to succeed or not.

We are unfamiliar with aim rules, Hence the questions.
It appears that most here need to understand them as well, as they are not easy to understand.

[fntc] 04/1/2019 14:26

bountyhunter, the last bid was conditional on a few conditions set by DNO, but when they crossed 30%, they can not have those same conditions. The only one is over 50%.

[fntc] 04/1/2019 14:25

Yeah, I was going by memory, since all the voting was against DNO except the ones needing 2/3. But I checked the GM results now, and it seems like just over 300 million shares voted, so around 80%. So DNO with 43% would actually have over 50% of the votes today with the same attendance. But maybe the board can still dillute the last 6.8% or so before any EGM.

[bountyhunter] 04/1/2019 14:25

so why did the previous bid have a 57.5% criteria and why does that no longer apply?

[hashertu] 04/1/2019 14:23

FNTC.

I suspect, without checking, that the 100% refers to percentage of votes cast.
Depending on the company, votes cast can represent, in my experience, 20 to 70% of shares (votes) in issue (shares in treasury, options etc do not count).
There is no obligation to vote in the UK.
The threshold condition is 50% (+1) of shares in issue.

[fntc] 04/1/2019 14:12

I have a question regarding the general meetings and voting rules there. I saw on the last one that it seemed like the attendance was close to 100%, is there some rule that the company or board get to vote for the shares not attending or something? In Norway, all shareholders have to meet or actively send proxies to vote, so attendance is like 60-70% only, alot of the time. Is that not the case on LSE/AIM? The relevancy here is that I am wondering if DNO need 50% of the total shares to get a majority, or if they would get 50% of the votes with, say 43% of the shares, like they normally would in Norwegian companies on Oslo Stock Exchange.

[fntc] 04/1/2019 13:59

Previous bid had a 57.5% criteria, but as I understand it the new bid has to have 50% only.

[bountyhunter] 04/1/2019 13:55

Brent up yet another $1.28 today :-)

[bountyhunter] 04/1/2019 13:52

Yes oto it's clear on the 50% bit I know, or is that 57% of the available shares in reality when taking director options into account!?