Gulf Keystone Petroleum Share Discussion Threads

[bigdog5] 07/12/2016 14:20

The oilman of the decade shows his real colours. He has no Oil Industry and has closed Kurdistan for business. GKP just a trough for the BoD. Massive sell. Imo.

[roverite12] 07/12/2016 14:15

KRG-MNR ‏@MNRKurdistan 20m20 minutes ago

Jon Ferrier CEO of @Gulf_Keystone #KIOG16 near-term oil production goal 55,000 bpd, mid to long-term 110,000 bpd. Focus still Shaikan block

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It's nice to know Ferrier is still focusing on the one asset he hasn't given away ......

[joseki] 07/12/2016 13:41

The answers were in the Muppets Munch

[pocopicu] 07/12/2016 13:27

Good afternoon genuine! :-)What a beautiful morning it has been. Surprisingly mild for a December don't you think? Fortunately all the germs and other bugs, that the poor children of the poor sneezed and coughed all over the place during the recent Roald Dahl exhibition, were effectively eliminated during the cold spell. Hallelujah.Anyway. Have the Cusicks said anything worth reading today?

[oliver666] 07/12/2016 13:22

Cutts, I was not going to bother replying, but just for you.

Learn geo-political situation, get your head round many factors and who's involved, suggest you take a long hard look at the 50 year deal signed with Turkey, when you have done that, have a look at Hadley Rice Gates, , then start looking at the hidden 15% intestes in every PSC Hawrmi as done.

You may actually want to look at WZA Petroleum its set up date, and then find the Bagman , coutts bank was where some money has gone, a lot went to a jordanian bank and over $75 billionj out of Kurdistan as gone through Monaco, London, Luxemburg Austria.

DNO offer... You are either playing foot lose or you really are working for the KDP and Hawrmi.

[1712notout] 07/12/2016 13:18

6Deal Protection Back to top
6.1 Are break fees available?

Break fees are permitted, subject to the target board’s fiduciary duties and the common law rules relating to penalties. The statutory prohibition against a company giving financial assistance for the acquisition of its own shares was abolished in 2011. Bermuda practice in this area has long been influenced by market practices in the US and Canadian securities markets, and break fees in excess of 1% of the target’s equity value are common where the principal market in which the target’s securities are traded is in North America. Notwithstanding the widespread use of break fees as a form of deal protection, the proper exercise by the target board of its fiduciary duties requires the board to be satisfied that its agreement to a particular break fee is in fact appropriate and necessary in the particular circumstances of the proposed transaction.

6.2 Can the target agree not to shop the company or its assets?

Subject to compliance by the target’s board with its fiduciary duties, the company may grant the buyer exclusivity by agreeing not to shop the company or its assets. However, where the board of the target has not sufficiently canvassed the universe of qualified potential purchasers or merger partners, the proposed transaction may be challenged on the basis that the target board failed to exercise its fiduciary duties.

6.3 Can the target agree to issue shares or sell assets?

Subject to compliance by the target’s board with its fiduciary duties, the company could (at least in theory) agree to issue shares or sell assets to the buyer. However, the powers conferred on the board to issue shares and to sell assets shares form part of the general powers of management conferred on the board by the Companies Act and the bye-laws, and the target board will be required to exercise such fiduciary powers for the proper business purposes of the company, and not for the collateral purpose of protecting a particular deal. The rules of the principal stock exchange on which the target’s shares are traded may also impose a limit on the number of shares the directors may issue without a shareholder vote.

In theory, the target board may enter into an asset lock-up agreement with a bidder or potential bidder to sell a particular asset or specified assets in exchange for an agreement by the bidder to make a bid, or in exchange for a particular period of exclusivity or the opportunity to undertake due diligence. Asset lock-ups are rare in Bermuda practice. The target board will generally be unwilling to enter into such arrangements, because if the target company agrees to sell off its “crown jewels”, it will be a less attractive acquisition target and will attract fewer bidders, resulting in the elimination of meaningful competitive bidding for the target. In the absence of a strong commercial justification, an asset lock-up agreement will likely attract enhanced scrutiny and run more risk of being found unacceptable as a breach of fiduciary duty.

6.4 What commitments are available to tie up a deal?

In addition to agreeing to a break fee, the parties may enter into an “exclusivity” or “lock-out̶1; agreement whereby the target agrees, for a limited and defined period of time, that it will not solicit a transaction with any other prospective purchaser during the exclusivity period. Such agreements are often called “no shop” agreements, and there are very few transactions in Bermuda practice which proceed without some form of “no shop” agreement.

“No talk” agreements, in which the target agrees not to engage with anyone other than the bidder regarding a potential transaction during the exclusivity period, are less common. While the target board may agree not to solicit or encourage approaches from new third-party bidders, the target board will continue to have certain responsibilities if the target was already engaged in discussions with a third party prior to the exclusivity agreement, or if subsequently there is an unsolicited proposal which the target board considers is a bona fide competing proposal. The target board may agree to provide the bidder with information regarding any competing proposals and to grant the bidder with a right to match or top the competing proposal, in order that the target board does not become obliged to recommend the competing proposal.

Where the principal shareholders of the target are in favour of the proposed transaction, they may be willing to enter into lock-up arrangements whereby the principal shareholders agree to vote their shares in favour of the transaction, subject to any necessary “fiduciary outs”.

7 Bidder Protection Back to top
7.1 What deal conditions are permitted and is their invocation restricted?

Subject in each case to the compliance by the target’s directors with their fiduciary duties, the deal conditions agreed to by the target board may include:

a break fee, as discussed above;
an exclusivity or “lock-out̶1; agreement, as discussed above;
a covenant by the target board to “force-the-vote” in the event of the emergence of a competing proposal; and
a condition to closing that there has been no ‘material adverse change’, that is to say, no event or change in circumstances materially and adversely affecting the assets, financial results, business or prospects of the target.
7.2 What control does the bidder have over the target during the process?

The board of directors of the target company has fiduciary responsibilities to the target company, and cannot surrender control of the target company’s business during the process. However, the board of directors of the target company may enter into an implementation agreement with the buyer whereby the target board agrees that, pending the effective completion date of the transaction, the target board will keep the business of the target in a holding pattern and carry on its business in the usual course. The target may agree that it will not, unless in accordance with the terms of previously existing arrangements or with the consent of the bidder, dispose of or acquire any material business assets or enter into any material new commitments or contracts. Similarly, the target may agree not to: declare any dividends or make any distributions; return any capital to its shareholders;, issue any further shares; grant any options to acquire further shares in the target; or capitalise any of its reserves.

[1712notout] 07/12/2016 13:01

Read Bermuda corporate law
'Friendly bid protection'

[roverite12] 07/12/2016 13:00

Why "protect" a deal at all , 1712 ?

Why don't the board just tell them to get on with it ......before it gets leaked ?

Don't the board want competition and the best deal for the shareholders ?

Or are they putting off any deal and running down the company until after July ?

[roverite12] 07/12/2016 12:54

So what you doing here then , Hersch ?

There must be some hidden rule with GKP shares .....you can log out any time you please ...but you can never leave .

[1712notout] 07/12/2016 12:49

Rover
You may be right or wrong
If a friendly deal agreed and being driven to completion
It would protecting from intervention
The bidder would insist quite rightly

The open offer blew out any hostile stakes
The d4e means no outsider can readily bid whilst these stakes are secure
IF IF conditionality remains ( de 15) IMO all these measures including the VCP
Protect a deal from being derailed until over the line

At 3 bn dollars JF would get 125m which is absurd

So all we can do is wait

[1712notout] 07/12/2016 12:26

If the company sold for CPR valuation then

The VCP after July 13 around 100m and JF I think gets 45m.....

Pre then VCP 28m less employee schem JF gets maybe 5m or so ....

So golden parachute clearly encouraging a pre July deal as its acquirer who gets stiffed with the cost if he delays

Just a mull

[j0ck ewing] 07/12/2016 12:24

Did all of the Blackburn Laundry Co's correspondence at the time become obscured by hash tags and smiley faces?

That can hardly have helped matters at that perilous moment in the company history, surely? #DirtyLaundry.ԅ17;😈

[1712notout] 07/12/2016 12:18

The golden parachute defence is widely used by American companies. The presence of “golden parachute” plans at Fortune 1000 companies increased from 35% in 1987 to 81% in 2001, according to a survey by Executive Compensation Ad- visory Services. Notable examples include ex- Mattel CEO Jill Barad’s USD 50 million departure payment, and Citigroup Inc. John Reed’s USD 30 million in severance and USD 5 million per year for life.

In GKP case clearly a pre July 13 deal is deemed desirable - the parachute opens after then

[hearts1] 07/12/2016 12:13

Back in 2012/13 when numerous people were being made redundant in Blackburn, did they know the MD was spending all day spamming 3 bulletin boards whilst the ship sunk?Shameless ......

[1712notout] 07/12/2016 12:04

Well cpr valuation 1.36bn

Median analysts 960m

GKP remuneration committee 300m

DNO naughty boys less than 300m for a cash sale that they talk about but don't offer

Market currently 346m

Notes not selling

Just hoooooooollld

[roverite12] 07/12/2016 11:56

True , Phillis . So it all comes down to their valuation and how long they're prepared to wait .

I think that will be some time yet . And their valuation will be a lot higher than some of the muppets on here predict . Did they go through all the hassle of acquiring Shaikan to sell for 2 or 3 pence ?


Anyhow , here's a decent piece about how the new Trump presidency might affect KRG .

hxxp://www.kurdistan24.net/en/opinion/40d61761-a855-4233-ad95-2fe2c3be1a66/Trump-Presidency--Implications-for-the-Kurdistan-Region

[phillis] 07/12/2016 11:44

with such a small number of shareholders owning such a large % of the equity the only offer that will be acceptable is one which has the backing of said shareholders.
The BOD will in effect have no say in the matter
Period

[fake taxi] 07/12/2016 11:42

Yeh discourage hostile bids, but there were none, they all walked away, thats a clue.