Marakand Minerals Share Discussion Threads

[giant steps] 18/3/2006 11:50

This was the announcement Monday 6th March 2006 :
"
Marakand Minerals Limited ('Marakand' or 'the Company') received notification on
6 March 2006 pursuant to the provisions of the Companies Act 1985 that Oxus Gold
Plc and its direct and indirect subsidiaries, being non-beneficial holders, has
increased its shareholding from 57,817,918 ordinary shares by 24,592,562
ordinary shares and now holds 82,410,480 ordinary shares, representing an
increase from 57.23 per cent to 81.58 per cent of the ordinary issued share
capital of the Company.
"

Expecting a bi-weekly update. News Monday 20th ?

[giant steps] 18/3/2006 11:30

 On 15 August 2005 the directors' interests were as follows: Ordinary shares Options over Ordinary shares Warrants over Ordinary shares William J Trew 989,643 450,000 334,333 Alasdair C J Stuart 637,276 1,500,000 334,333 William J Charter 78,844 1,200,000 50,000 Richard L Robinson 23,490 – –

[giant steps] 18/3/2006 11:03

May be worth re-reading AIM listing docs for MKD

Expect we'll find that Oxus already have some exclusive right that couldn't
be transferred to Marakand. Perhaps the lawyers pouring over Jerooy have
found an angle on Marakand and are now saying Get Marakand back !!


Recall Part 7, Section 8. Material contracts

(b) On 10 July 1997, ORC and Goscomgeology entered into Supplemental Agreement
No 1 to the PEA. The Supplemental Agreement No 1 was prepared in anticipation
of a listing on the Toronto Stock Exchange that did not take place and included
a number of specific changes in the interest of clarification.

[giant steps] 18/3/2006 10:36

Bit like Marakand interims omitting the 'Outlook' section !

[zaphod99] 18/3/2006 10:30

It did occur to me that the recent interims were a bit disappointing regarding updates on Vysokovoltnoye and Amantaytau sulphides. They've been strangely quiet on that front and I wonder if they're deliberately holding them back for a good reason.

[giant steps] 18/3/2006 10:21

zaphod99 - yes, confident the next few days/weeks will make this very clear

[zaphod99] 18/3/2006 10:19

cezary - If that happens, then the 3 for 1 offer will not be worth accepting, so if Oxus want to continue acquiring MKD they'd have to improve it to nearer 1:1.

In doing so, they'd have to restrospectively make the same offer to those institutions who have already accepted 3:1 which means issuing at least another 16 million OXS shares to them which seems highly unlikely.

I can't see there being any positive announcements until Oxus have completed whatever it is they're planning with the MKD shares acquisition, which may only take a few weeks to complete.

Perhaps we'll find out more on Monday.

[giant steps] 18/3/2006 10:17

eurofox -

" i have not had any offer documents - should i have had some? "

NO, there has been no public announcement to suggest that.

(meant to say as all PREVIOUS parties received)

[giant steps] 18/3/2006 10:14

I'm sure OXS would be quite content to see MKD spike (instant re-valuation)

and remaining holders in MKD get immmediate reward ~ i like it !

[cezary] 18/3/2006 10:13

nothing has been formalised with pi s'.

[eurofox] 18/3/2006 10:13

GS,

"they will just steadily acquire MKD stock using the 1 for 3 offer as all parties have received."

i have not had any offer documents - should i have had some?

[cezary] 18/3/2006 10:10

Lets be more optimistic guys:...

1.1st April OXS/MKD get the go ahead for MKD license.
2.OXS/MKD release RNS.
3.MKD share price rockets to 80p.

We are all happy!!

[giant steps] 18/3/2006 10:02

nobull -

If Marakand really want to speed things up they could easily issue another
100m ords that Oxus fully subscribe to, thus helping them pass the 90% holding
and enabling a compulsory re-purchase.

No, i think Oxus/Marakand are playing a different game. For now, they will
just steadily acquire MKD stock using the 1 for 3 offer as all parties have
received.

It sure will be a very clever end game.

Let's say for example a 1% holder like ad or fox remains with mkd in the
less than 10%. At the moment their attributable in-situ metal value is worth
$50m. Look how many times they could be diluted and still be happy !!

[nobull] 18/3/2006 09:43

Further on Schemes of Arrangement and how they can compel you to give up your Marakand shares. I have taken the liberty of substituting "Marakand" in the offer document by Camellia to the Linton Park minority holders.

The Scheme requires approval by the requisite majority of Scheme Shareholders at
the Court Meeting and the subsequent sanction of the Court.

At the Court Meeting, voting will be on a poll whereby Scheme Shareholders,
voting in person or by proxy, will be entitled to one vote for each Marakand
Share held. The resolution to be proposed at that Court Meeting will be passed
if a majority in number of the Scheme Shareholders, present and voting either in
person or by proxy, representing at least 75 per cent. in nominal value of the
Marakand Shares voted, vote in favour of the Scheme.

Upon the Scheme becoming effective, it will be binding on all holders of Scheme
Shares, irrespective of whether they attended or voted at the Court Meeting.

[nobull] 18/3/2006 08:15

One method (don't know if there are other methods) of getting the minority to surrender their shares is a merger by means of a Scheme of Arrangement under Section 425 of the Companies Act 1985. In the case of Camellia buying in the 20.84% minority in Linton Park it did not already own, there were no resignations, but there was a statement of the form: "Certain directors of X are, by virtue of being directors of Y, precluded from giving advice to the independent shareholders on the terms of the proposal and on the appropriate action for them to take. Consequently, the Independent Directors have taken reponsibility for considering the proposal on behalf of the Independent Shareholders."

I continue to hold, but a bit less confidently than before. I wonder if having the exclusive right to negotiate with the Uzbek Government commercial terms on which to develop Khandiza is a legal device to protect the value of the money spent on the feasibility study? i.e. Anyone else wanting to develop Khandiza would have to buy this right off Marakand first? All is only lost perhaps if the Uzbek govt. decides it never wants Khandiza developed? i.e if it is the nationality of the JV partner that is inappropriate, Marakand can sell its right to someone more appropriate, and recoup some value? I am too inexperienced to know what a "no" for Khandiza would do to the directors' reputations.

[Abuse team] 17/3/2006 17:44

Post removed by ADVFN

[otd] 17/3/2006 17:43

I am a bit confused with all the talking about take-over´s and all. The difference between 3:1, 4:1 or 5:1 will be up to maximum 3 Mio shares extra dillution for OXS depending on how much they mopped-up before the proposal. A relatively small amount on the total amount of OXS-shares. I cannot believe that they will risk their good name or complicate the JV-proposal in Uz. (and risking the deal) for such an amount of shares.

In the longer term (if the Uzbek authorities take their time) things could be different...

P.S. (edit):
1. I am not a big fan of the ´if oxus rises and marakand won´t you will regret it´-theory. If I would think with every position in my portfolio ´maybe there is an other stock that would do better´ I wouldn´t buy shares at all. I will start to think seriously about take-overs, buy-outs etc when there an concrete offer. MKD is one of my high risk/high gain positions and it will stay that way.
2. I really liked the last iterims. Maybe we will get good news from one of the other projects soon...

[ad1967mc] 17/3/2006 16:35

Of course OXS/MKD can influence the speed of negotiations, but only at the risk of annoying the very people whose goodwill is required. Furthermore OXS/MKD cannot know when the other party will turnaround and say "yes". It could happen tomorrow, it might take years. It's beyond their control as is their ability to dictate what others say. Frankly if OXS want MKD, it's there for the taking. They don't need to mess around with the negotiations.

As to the second point about holding MKD as a proxy for future OXS growth. It simply makes no sense. Why keep the downside risk of a negative decision on Khandiza, when it's OXS you actually want to own?

[giant steps] 17/3/2006 16:32

Closing screen prices bid 18.5p offer 20p, volume 136K / 9 trades

[giant steps] 17/3/2006 16:14

Well one thing we can be very sure about is that Oxus will carry on improving
their holding in Marakand. Oxus shareholders should start to realise they are
getting a bargain, and OXS share price should start to rise. MKD should correspondingly
rise in line with 1 for 3 offer.

Announcements in coming days/weeks will drive both prices forward, imo

[zaphod99] 17/3/2006 16:07

ad1967mc - the JV proposal needs to be agreed by both parties which inevitably involves proposed amendments and further negotiation. Oxus can influence the speed at which these negotiations take place.

In any case, I suspect that OXS/MKD have a very good idea when the the Khandiza proposal will reach the top of the pile and I doubt it will be in the next few weeks, which will give them enough time to complete the MKD shares acquisition.

My 5 for 1 theory was with regard to those who are considering buying MKD instead of OXS or who are considering selling OXS to buy MKD. It clearly doesn't cover your scenario and therefore wasn't directed at you.

[ad1967mc] 17/3/2006 15:58

Zaphod -> It doesn't work that way. It's MKD who have produced the JV proposal and it's the Uzbek/JV partner who will accept or decline, not the other way round. How can you keep them quiet?

I fully understand that a revised 5:1 deal would be a result of OXS rising. But I repeat, why should I care so long as I get 22p per MKD share. Anyone buying MKD as a cheap entry into OXS should take the offer already on the table. There is no point holding MKD looking for a rise in OXS. Just buy OXS or convert.


GS -> They may be looking for Russian bank finance. I know a number of companies investigating this route, looking for cheaper deals and less red tape.

[giant steps] 17/3/2006 15:38

PS Ask yourselves (again) why do MKD have a Russian presentation on their website ?

[zaphod99] 17/3/2006 15:36

ad1967mc

Oxus could easily "delay" the signing of the Khandiza licence for a few weeks "to give their legal people more time to review it" for example. Jerooy is more news and rumour driven as we have seen and Oxus have less control. They're not likely to ask the Kyrgyz government to delay giving it back.

If the offer changes from 3 to 1 to 5 for 1, it will be because the Oxus share price has risen and my point is that anyone buying MKD now instead of OXS would have missed out on that rise in the OXS share price.

[giant steps] 17/3/2006 15:35

ad1967mc - yes, i want MKD stock and will hold it until forced otherwise.

Oxus want Marakand stock as well, which gives me a good feeling.

Best result would be for MKD to sell to another party for $100m+
and Oxus reward convertees by a top-up on deal completion; makes sense.

All parties will be happy

- MKD holders get an immediate 3 bagger
- OXS ex-MKD get a top-up
- OXS with substantially more cash in kitty and same Uz exposure
- OXS continue with gold acquisitions