Marakand Minerals Share Discussion Threads

[phillis] 14/3/2006 11:40

OXS in my view are preparing the paperwork for an offer on the same terms for all the minority. That is why Trew has resigned and amazingly even the CEO has accepted the offer.
Alistair Stuart clearly feels that the financial power of OXS ownership can only be of help with the Uzbek authorities and that this is more important than his own career as CEO of a public company(even one with a significant dominant shareholder)
As part of the overall OXS strategy I have a feeling total control of MKD helps in a situation where Jerooy may be a total write off.
I still cant reconcile the obvious need for speed that required a premptive approach to a dozen institutions/ directors

[mattybuoy] 14/3/2006 11:36

The institutions haven't "given up" their MKD shares, they have converted them to OXS ones. Something I am quite sure they would have been happy to do if it will enable the value of MKD to be realised. Hypothetically speaking.

As for "directors divesting to encourage PIs to do the same", well it would be nice to think they apply such a high priority to our interests ... :)

Finally, if BT now has a "conflict of interest", why did he not before? OXS have always owned MKD.

[zaphod99] 14/3/2006 10:51

Not so sure about a third-party buyer. 1 for 3 isn't exactly a massive premium on the current price so I'd be surprised if the institutions were willing to give up their MKD shares so cheaply if there really is a prospective buyer out there.

If Khandiza and Akjilga get the go ahead then MKD is ridiculously cheap so it's better for Oxus to own 80%+ than 57%. Mopping them up at the equivalent of 23p ahead of any announcements is a smart move and the institutions will be rewarded through the subsequent rise in the Oxus share price when Khandiza/Akjilga are finally announced.

Directors divest to encourage PI's to do the same and BT resigns to avoid conflicts of interest.

[mattybuoy] 14/3/2006 09:49

The point is, for simple control 57% is enough, but to a prospective buyer 80% is a lot better. Far easier for such a buyer to get it all from OXS rather than having to shop around the institutions.

Looking at other deals that go on, 80% seems to be some sort of "comfort level". Presumably it helps to absorb a few year's worth of dilution ;)

[phillis] 14/3/2006 09:44

Spot on Matty

[mattybuoy] 14/3/2006 09:35

I still think some corporate activity is on the cards. Why else would the directors divest and BT resign? It's not as if they've just taken control of MKD, they've always had it. 80% is no different to 57% in that regard.

[giant steps] 14/3/2006 08:48

My understanding is there are no plans for OXS to takeover MKD
or have them de-listed.

Screen prices bid 18.5p offer 20p, volume @ 08:45 NIL

[phillis] 14/3/2006 08:45

In any formal offer OXS cannot vote.
They will need acteptances from about 40% of those eligible to take them above the 90% level(haven't checked the exact maths)

[zaphod99] 14/3/2006 08:40

I reckon OXS wanted to get the institutions onboard first to encourage the PI's to also accept the offer (if it's good enough for them, it's good enough for us). Also, the fact that the institutions have accepted the offer has probably prevented the MKD share price from rising as it probably would have done had the offer been made to all shareholders at the same time.

When OXS acquire enough shares, MKD will probably be de-listed and once that happens I'd imagine all outstanding MKD holders would rather have OXS shares and receive didvidends etc and therefore accept the 3 for 1 offer.

If anyone doesn't take up the offer after MKD has been delisted then the shares will be difficult to value and to trade, so even if Khandiza is announced, the benefits will only be reflected in OXS's share price rather than MKD's.

My guess is that Khandiza will not be finalised until after MKD shares have been delisted and Oxus will not have to improve on the 3 for 1 offer to aquire enough shares to delist them.

[phillis] 14/3/2006 07:33

Strange that we are told on 10/3 that the sale by certain shareholders to OXS on 6/3 included our esteemed CEO who is to be expected to have faith in the Company's prospects.
The short term question that poses itself then is : who is going to represent the interests of the minority shareholders?

The basic question remains.
Why the hurry by OXS?
I have no doubt an offer will(is being)be put together offering the minority similar terms. Why was it necessary to prempt the timetable by knocking off the 24% first?

[zaphod99] 13/3/2006 16:32

tee man - agreed that GS wasn't implying that in his post, it was just a thought that occurred to me as a result of his post.

If Khandiza did happen before MKD is wrapped up it could turn out much more expensive to Oxus in terms of the number of shares they'll have to issue. My guess is that Oxus are very confident that the offer will not go above 1 for 3 but they had to reassure the institutions that they would not lose out if it did subsequently improve.

With the institutions and directors already committed to the offer, the P.I.s will have more confidence in following suit. I think Oxus are playing it very cleverly.

[tee man] 13/3/2006 16:20

I agree with your thinking zaphod99, but it just that it's not what GS was implying by his post 1684. However if MKD does not exist in a few months time and news come after of khandiza, how will we know what price it would have been? All very confusing as ever!

[zaphod99] 13/3/2006 16:04

tee man - Oxus have just issued an additional 8 million shares to the institutions (and directors) in lieu of their MKD shares on a 1 for 3 basis. If, for example, the offer went 1 for 1 as a result of Khandiza being finalized, they'd have to issue an additional 16 million shares to give to those institutions. For that reason, it's in their own, and Oxus shareholders' interests to acquire the outstanding shares before Khandiza if finalized, which might mean "delaying" the signing of the licence if necessary.

However, I suspect that the Khandiza licence is not imminent and OXS will have plenty of time to acquire the outstanding MKD shares without having to resort to delaying it.

[cezary] 13/3/2006 15:38

gs...I tend to agree with you.We might see a 1 for 1 swap.

[giant steps] 13/3/2006 15:38

Tee man - i believe so, but as always others must do their own research

[vanvut] 13/3/2006 15:34

So what causes a stock to quickly appreciate in value? Fundamentals? News? Management? Well yes, to a degree. But what REALLY moves a stock price northward that you just purchased?
Answer: A Huge volume of buyers having been directed to the emergence of that stock by a qualified service which has a reputation for doing so. THIS service does:

[tee man] 13/3/2006 15:31

zaphod99 GS has just said that if terms improve then there will be a top up, my understanding of that is if Khandiza is a go and share price rises then previous MKD holders will be entitled to more OXS shares, so no need to delay any announcement unless it's by a year or more! is that correct GS?

[giant steps] 13/3/2006 14:21

ad1967mc - when Khandiza news breaks share price goes 40p+ and terms will go 1 for 1.5

Can see offer tending towards 1 for 1, just a thought (speculation)

With less than 20% of MKD in free float there may well be a fair squeeze !

[zaphod99] 13/3/2006 14:20

Thanks GS.

If Oxus want to acquire all the outstanding shares in MKD then I imagine it would be in their interests to do so before the Khandiza licence is finalised otherwise they will end up having to improve the offer and issue more Oxus shares as a result.

Perhaps MKD will delay Khandiza until Oxus have mopped up all the outstanding shares.

Under normal 'takeover' rules if a company acquires more than 90% of the shares of a company they can enforce a compulsory purchase of the remaining outstanding shares. Not sure if that will apply in this scenario since it isn't a normal takeover situation.

[ad1967mc] 13/3/2006 13:59

An interesting thought occurred to me this morning. The 3:1 deal won't be open to spreadbet and CFD traders. You need real stock to complete such a transaction. Perhaps the selling is these short-term CFD/spreadbet traders departing. Good riddance. Personally I expect to hold until we get a decision on Khandiza and if it's positive, much beyond. Unless of course OXS force my hand.

[giant steps] 13/3/2006 13:57

zaphod99 - yes, i believe compensated with 'top-up' to reflect revised swap IF terms are improved

PLEASE do your own research, no advice intended

[zaphod99] 13/3/2006 13:52

GS - can you please clarify the bit about "if the terms of swap improve
in the coming 12 months they will compensate with corresponding 'top-up'"

Does this mean that if the offer changes to, for example, 1 Oxus for 2 Marakand then those who had already accepted on the 1 for 3 basis will be compensated so that they also end up receiving 1 for 2?

[giant steps] 13/3/2006 13:51

Still sounds like they have not forgotten the small investor,
and leaving plenty of upside; does explain why insts/dirs converted.

[tee man] 13/3/2006 13:49

Thanks for that GS. As usual we have hear about these things third hand.

GS are you filling your boots with MKD or is the offer not that good?

[giant steps] 13/3/2006 13:47

tee man - from a trusty third-party who has been in contact with Oxus