Global Natural Energy Share Discussion Threads

[currypata kai] 13/3/2009 13:14

still not enough

[giovannina] 13/3/2009 13:08

so guys what u think about this then...???

[ken123rose] 13/3/2009 13:06

I'm a happy bunny. Always leave something in the deal for someone else. Congrats to Keith Moss and all those who have worked behind the scenes.

[kooba] 13/3/2009 12:59

Summary


* Norcliffe announces the terms of a recommended cash offer (the "Offer"), to be
made for the entire issued and to be issued share capital of GNE
* The Offer Price is 190 pence in cash per GNE share and represents a premium of
approximately 22 per cent. to the closing middle market price of 156 pence per
GNE Share on 12 March 2009, being the last dealing day prior to the date of the
Announcement
* The Offer values the issued share capital of GNE at approximately GBP26.4
million
* Norcliffe is a newly incorporated company that has been formed on behalf of
Martyn Ratcliffe and North Atlantic Smaller Companies Investment Trust Plc
("NASCIT") to make the Offer
* Martyn Ratcliffe and NASCIT intend to transfer their existing holdings of
3,719,927 GNE Shares in aggregate, representing approximately 26.8 per cent. of
the existing issued share capital of GNE to Norcliffe
* Norcliffe has also received irrevocable undertakings to accept the Offer in
respect of 3,763,664 GNE Shares which when aggregated with the existing holdings
held by Martyn Ratcliffe and NASCIT represents approximately 53.8 per cent. of
the existing issued share capital of GNE
* The Offer Document and Form of Acceptance will be despatched as soon as possible
and by no later than 10 April 2009
* The members of the GNE Independent Board, who have been so advised by Seymour
Pierce Limited, recommend GNE Shareholders to accept the Offer. In providing
their advice to the GNE Independent Board, Seymour Pierce Limited have taken
into account the commercial assessments of the GNE Independent Board.
* Accordingly the members of the GNE Independent Board intend to accept the Offer
in respect of their own beneficial holdings, representing as at the date of this
announcement, in aggregate, approximately 1.1 per cent. of the existing issued
share capital of GNE.
* The Offer will, when formally made, be conditional only upon the receipt of
acceptances in respect of GNE Shares, which, together with the GNE Shares
acquired or agreed to be acquired before or during the Offer, will result in
Norcliffe holding GNE Shares carrying more than 50 per cent. of the voting
rights in GNE.
* The GNE Independent Board has agreed to seek the consent of the meeting to
adjourn the General Meeting scheduled for 31 March 2009 until such time as the
Offer has been declared wholly unconditional or the Offer has lapsed.



This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Appendix II contains the sources and bases
for certain information set out in this announcement. Appendix III to this
announcement contains definitions of certain expressions used in this summary
and in this announcement.


Enquiries:


Martyn Ratcliffe, Director
Graham Warner, Director
Norcliffe Investments LimitedTel: 020 7747 5625

[kooba] 11/3/2009 18:35

no model have been a bit tied up in town.will try and get hold of keith tomorrow.
re general meeting for nod and chrismez...i was at the meeting and it was proposed that the meeting be adjourned due to the level of disatisfaction so that discussions could take place with action group etc it was voted on and approved overwhelmingly.
There was then an informal q & a session with board and naturally mr ratcliffe during this,it was asked and disclosed the level of voting recieved...it showed that proposals for ordinary resolution would have been passed [didn't make notes so v roughly 5.3m plays 3.5m] but that would have been enough to block special resolutions.
they could have pushed through the strategy change as they said they would do but didn't.

will post if i hear anything.

[model635] 11/3/2009 13:06

kooba - have you heard any more from Keith - all seems to have gone very quiet?

[chrismez] 09/3/2009 18:48

Excuse my ignorance but can anyone who was at the meeting inform the rest of us how the motion to adjourn for a month came about - the reason I ask is that I had the same thoughts as Nod (see post 8334 above) as soon as I heard of the ridiculous idea that you convene a EGM in order to adjourn for another EGM.

My first thoughts were that Ratcliffe must have discovered prior to the meeting that he didn't have enough votes to carry the day and thus quietly proposed an adjournment so that in the intervening period he could drum up the support he needs.

These thoughts were thrown off track slightly by the idea that Keith Moss had proposed the idea or agreed to the idea of an adjournment.

So how did it actually come about?

[model635] 09/3/2009 17:57

kooba - finding grounds for negotiations with a select few shareholders does seem to be at odds with "all shareholders are to be treated equally".Surely it can't be within AIM rules to manipulate a vote because the result didn't suit the directors plans.If they have a new offer it must be made to all shareholders.If you can make some further enquires it would I'm sure be appreciated by all.

[nod] 09/3/2009 17:56

"On the edge of legality"

Clearly GNE counted the shareholder votes and they were not the results the Board wanted, so they withhold the information (the results) from most of the shareholders. However, it is obvious that Ratcliffe and his concert party of shareholders will know this information as insiders.

This doesn't look very democratic or legal to me. It looks very third worldish. Perhaps the UN could monitor the next shareholder vote to ensure democracy and fairness.

[kooba] 09/3/2009 17:03

think there are to be discussions with keith moss and any other large no voters and the board to find some ground for negotiation.i have heard nothing but might make some enquiries.

[model635] 09/3/2009 10:44

Will we get any further communication from GNE before the 31st or will they just manipulate the vote in some way that achieves a safe passage for the Special Resolutions? All seems very unfair and on the edge of legality

[model635] 06/3/2009 07:37

kooba - that is correct

[kooba] 06/3/2009 07:01

the company would loose it's listing in october i believe anyway if no aquisition or change in status from an investing co [cash shell] on aim.

[goml] 06/3/2009 05:48

ratcliffe's bull5hitting. he expects us to believe he will happily sit there indefinately watching whilst his money is slowly eroded by the boards high salaries, just so he can spite us. he'll go for liquidation at some point if no agreement on strategy is achieved within a reasonable timeframe. the nomad will have to insist on something at some point anyway.

[kooba] 05/3/2009 18:50

not so easy as one last push and the money is ours.the concert party has over 28% [plus support of another 10% from the looks of it] to go for a liquidation of the company there would have to be a special resolution to wind the company up which would require 75% of votes so unless they decide to give up all ambitions of using gne as a vehicle then they can block any move.mr ratcliffe would appear to have no intention of backing down on his plans and does not want to hand any of the money back...an expensive stalemate potentially i'm afraid.

[giovannina] 05/3/2009 17:00

Thanks Simon.....keep pushing guys....;0)

[simon cawkwell] 05/3/2009 08:43

Gentlemen,

If I may say so I think that a sense of proportion is required here. The fact is that Dennis Woods bided his time and played a blinder at GNE on behalf of shareholders in putting the PEX sale to bed. I do not know how much of this success is/was down to Mr Port.

So all this chat of improper conduct is foolish. There just is no evidence to support the proposition. Honi Soit Qui Mal Y Pense.

Where the vast majority of shareholders and Mr Port disagree is over the admission of Mr Ratcliffe's plans. This is now a matter of a vote.

I hope that this majority will see Keith Moss's plans through to completion. One last push and the money is ours.

Simon Cawkwell

[kooba] 05/3/2009 07:18

goml.they announced what the proxy result would have been at the meeting at the request of a shareholder i will get the actual numbers later but the yes vote was certainly larger than the no vote by some margin...but well short of the 75% they required for the special resolutions.

[nod] 05/3/2009 06:51

what is most interesting in all of this is the disdain the GNE Board show towards the majority of GNE shareholders. It's as if to say: you are all stupid for investing in GNE in the first place. This disdain has been evident over the past two or three years.

Everything GNE does seems to border on the just legal. This, to me, shows they are being advised to push the boundaries of a UK listed company as far as permissible.

I feel the GNE Board members, especially David Port and Martyn Ratcliffe, epitomise the culture of greed that has been prevalent in the UK and the USA for the past decade or two. I doubt that Ratcliffe will come out of this with an untarnished reputation but he obviously doesn't care if he profits by a few million.

[goml] 05/3/2009 06:22

kooba, if they had truly believed they could get the ordinary resolutions through, they would have held the vote.

the proxies so far returned don't count as 'a vote' i think - they may stand for counting later - i'll bow to your better understanding on that. the chairman intiates 'the vote' at the meeting and since he adjourned it prior to holding any vote, then no 'vote' took place.

[kooba] 04/3/2009 21:24

my view is that at the eleventh hour the board accepted that the anti vote was somewhat more organised and substantial than they had anticipated.although from the proxy result announced at the meeting they would have been able to get ordinary resolutions passed their threat of forcing through the change of strategy even if the special resolutions were blocked appears to have been somewhat of a bluff.the board are not backing down on anything as things stand and are simply attempting a dialogue with KM to try to convince the protest lobby of the merits of the new strategy [imo]...from the looks of it that would involve a cold day in hell from the shareholder action groups point of view....it would also appear that the concert party led by ratcliffe has no intention of allowing a distribution of cash let alone a liquidation....so let discussions commence!
in the meantime the existing proxy's stand...anyone unable to get their vote in for the previous deadline now has until the 29th to get the form in and it is probably worth checking with the registrars if you are unclear as to whether your vote was counted in the first place in the circumstances.