Tomco Energy Share Discussion Threads

[shaunx] 26/10/2021 11:32

I'd say sellers

[ducky fuzz] 26/10/2021 11:26

The market is taking the share price down searching for buyers.

[hotfinance14] 26/10/2021 11:21

We could well be below 0.5p this week with the current trend.

[the diddymen] 26/10/2021 11:12

Hopefully TOM are very close to Valkor. Plenty of scope for Valkor to look for the cheapest options!

[fenners66] 26/10/2021 10:56

goulding1215
26 Oct '21 - 10:46 - 23560 of 23562

" I forgot that 29% of the company is owned by Valkor,"

Funny how people can get a different perspective from the same RNS.

I guess it makes the stock market an easier vehicle to manipulate ....

Valkor own zero shares in TOM
If within 3 years Greenfield/ TOM gets $110m + in finance then and only then Valkor will claim 29%

Some rate the chances of that happening as next to zero....

[ajj2003] 26/10/2021 10:55

Yes Goulding, Valkor are essentially the insurance policy against a bid imho

[ducky fuzz] 26/10/2021 10:50

Hi damac .. everything seems to have gone quiet with TOMco news. I feel like I'm at a party and I go to the bathroom and when I come out everyone has gone.

[goulding1215] 26/10/2021 10:49

damac26 Oct '21 - 10:04 - 23557 of 23560
0 0 0
So the offerer is willing to pay a minimum of $210m to gain control of Petroteq. Just think for a minute on what future value the offerer must be seeing to justify their offer.

SO TRUE

[goulding1215] 26/10/2021 10:46

Damac, Thank you for the clarity.

One thing I need to amend on my post, is, if there was a bid/offer for TOM at a low price, I forgot that 29% of the company is owned by Valkor, and I imagine that the required 22% то мак;е up the 51% required for a majority would be found from the remaining shareholders. Wow, that was difficult to write and be logical.

However, I still think it incumbent on the BOD to maintain the share price as high as possible at all times.

[jaynealex] 26/10/2021 10:32

As I've said before valuing Tom is a big unknown and depends on your timeframe

Tom in ten years could be worth a fortune

A big player wants to buy that for peanuts

Although right now " peanuts" might look really good versus 0.6 p

I just hope the controlling interests /board have a number in mind way north and along the future time / development continuum

Today's price and any premium to it ..is really irrelevant

It's all about the potential , the future !

[fenners66] 26/10/2021 10:12

Damac discussing basket cases....

this as a yardstick as to where the Tomco share price should currently be, I don’t think it is of any use at present other than understanding that if an offerer is willing to pay that amount for 50%+1 shares in a basket case.

Problem is ,

not all basket cases are the same.......

Other basket cases are available...

[damac] 26/10/2021 10:08

“About the Offeror

The Offeror is an indirect, wholly-owned subsidiary of Viston, a Swiss company limited by shares (AG) established in 2008 under the laws of Switzerland. The Offeror was established on September 28, 2021 under the laws of the Province of Ontario. The Offeror’s registered office is located at 100 King Street West, Suite 1600, 1 First Canadian Place, Toronto, Ontario, Canada M5X 1G5. The registered and head office of Viston is located at Haggenstreet 9, 9014 St. Gallen, Switzerland.

Viston was created to invest in renewable energies and clean technologies, as well as in the environmental protection industry. Viston aims to foster innovative technologies, environmentally-friendly and clean fossil fuels and to help shape the future of energy. Since October 2008, Viston has undertaken its research, development and transfer initiatives in Saint Gallen, Switzerland. Viston has been working to optimize and adapt these technologies to current market requirements to create well-engineered products. Viston’s work also includes the determination of technical and economic risks, as well as the search for financing opportunities.“;

[damac] 26/10/2021 10:04

So the offerer is willing to pay a minimum of $210m to gain control of Petroteq. Just think for a minute on what future value the offerer must be seeing to justify their offer.

[ducky fuzz] 26/10/2021 09:52

Apparently its a "shed load" of PQE shares.

[damac] 26/10/2021 09:47

Anyone know how many shares are issued in Petroteq?

Edit: 593,330,000 (I think).

[damac] 26/10/2021 09:37

Goulding,

Given the current position of Petroteq (as per the admission of the ‘offerer’; below), I had serious doubts over the authenticity of any offer on PQE shares. However, the recent communication confirms that it is in fact a genuine offer.

So, it is a subsidiary of Viston United Swiss AG that is offering to buy 50%+1 of common shares. It is not an offer to buy the company outright. The offerer tried to be amicable with the Petroteq board but have now went hostile.

In my opinion, PQE shareholders would be mad not to take up the offer given the massive uplift to the current share price level. Some shareholders will no doubt be thinking that the $0.74 per share on offer is still low but there is a risk (again stated below) that the offer will fail if the offerer cannot secure the 50%+1 shares.

An offer of $0.74 = £0.53. As for using this as a yardstick as to where the Tomco share price should currently be, I don’t think it is of any use at present other than understanding that if an offerer is willing to pay that amount for 50%+1 shares in a basket case with large debts like Petroteq, they wouldn’t be doing so without the belief that there is still profit to be made down the line.

Interesting times ahead.


“Benefits of the Offer

The Offeror believes that the Offer is compelling, and represents a clearly superior alternative to continuing on the course set by the current Petroteq board of directors and management team, for reasons that include the following:

Premium to market price.

The Offer represents a significant premium of 279.49% based on the closing price of C$0.195 per Common Share on the TSX-V on August 6, 2021 (the last trading day prior to the announcement by Petroteq of the cease trade order issued by the OSC at which time the TSX-V halted trading in the Common Shares. The Offer also represents a premium of 1,031.75% to the volume weighted average trading price of C$0.065 per Common Share on the TSX-V for the 52-week period prior to April 15 2021 (the last trading day prior to the publication of a voluntary public purchase offer in the German Federal Gazette).

Liquidity and certainty of value.

The Offer provides 100% cash consideration for the Common Shares, giving Shareholders certainty of value and immediate liquidity in the face of volatile markets and against a backdrop of historically poor performance of Petroteq shares.

The status quo leaves Shareholders with considerable risk.

If the Offer is not successful and no competing transaction is made, the Offeror believes it is likely the trading price of the Common Shares will decline to significantly lower levels. Petroteq has never been profitable and currently has limited cash to fund capital projects and debt obligations.

Project execution and development risk.

The Offeror believes that the Offer provides Shareholders with the value inherent in Petroteq’s portfolio of projects, including the oil extraction plant, without the long-term risks associated with the development and execution of those projects.

The Petroteq board and management team have driven a significant destruction of shareholder value.

The current leadership team has demonstrated an inability to increase earnings or achieve profitability, having accumulated losses of US$97 million since inception, a working capital deficit of US$13 million and nearly US$20 million of total debt. There is a risk of significant dilution to Shareholders, given that, as of May 31, 2021, outstanding options, warrants and convertible debentures were exercisable for/convertible into a total of 207,360,625 Common Shares, and that Petroteq has disclosed that it intends to issue further convertible securities and Common Shares in order to finance its operations and developments. Further issuance of Common Shares in this way will have a dilutive effect on the percentage ownership held by holders of its Common Shares. Viston believes this is a direct result of several poor strategic capital allocation decisions.

These and other benefits of the Offer to Shareholders are described in more detail in the Offer to Purchase and Circular.

Through its representatives, Viston made attempts to engage in discussions with the Petroteq Board, including an initial outreach through counsel on July 22, 2021, followed by the sharing of proof of funds for the Amended German Offer on August 24, 2021, and the entering into of a confidentiality agreement effective September 17, 2021, which disclosed Viston’s identity. In light of the significant premium being offered for the Common Shares, the Offeror expected that the Petroteq Board would accept Viston’s invitation to negotiate with a view to delivering value to its Shareholders but no progress was made.

Offer Details

The Offer is subject to specified conditions being satisfied or waived by the Offeror. These conditions include, without limitation: at least 50% +1 of the outstanding Common Shares on a fully diluted basis being validly deposited under the Offer and not withdrawn; the Offeror having determined, in its reasonable judgment, that no Material Adverse Effect exists; and receipt of all necessary regulatory approvals.

The Offer is not subject to a financing condition. The Offeror intends to fund the Offer from cash resources available to Viston, who has secured, on a firm, committed basis, up to EUR 420 million to fund the consideration payable for the Common Shares and to complete the transaction.”

[shaunx] 26/10/2021 09:31

Imagine a company stepping up a bidding war on a tar sands company, they should read this board!!

[fenners66] 26/10/2021 09:07

As we have been saying $97m in losses already....
TOM over £20m
US Tar Sands in liquidation ....

The list of losses is long...

[fenners66] 26/10/2021 09:06

goulding1215
26 Oct '21 - 08:30 - 23550 of 23553

" Although we have no idea of the debt held by PQE."

Well if you read the article it tells you.....

"The Petroteq board and management team have driven a significant destruction of shareholder value. The current leadership team has demonstrated an inability to increase earnings or achieve profitability, having accumulated losses of US$97 million since inception, a working capital deficit of US$13 million and nearly US$20 million of total debt. There is a risk of significant dilution to Shareholders, given that, as of May 31, 2021, outstanding options, warrants and convertible debentures were exercisable for/convertible into a total of 207,360,625 Common Shares, and that Petroteq has disclosed that it intends to issue further convertible securities and Common Shares in order to finance its operations and developments. Further issuance of Common Shares in this way will have a dilutive effect on the percentage ownership held by holders of its Common Shares. Viston believes this is a direct result of several poor strategic capital allocation decisions."

[the diddymen] 26/10/2021 08:56

A bit of a drift on the price at the moment. A little earlier than I had expected.

I see there are a few moans on the other thread about the inability of JP to communicate.

If he cannot communicate the basics because of his other workload, what are the chances that he can administer a highly technical budget of $110m?

[goulding1215] 26/10/2021 08:45

They never learn.

[hotfinance14] 26/10/2021 08:44

With the lack of news from TOM it looks like the share price will soon be under .5p. If they
extend the 15th November deadline I dread to think how low the share price will go.

[goulding1215] 26/10/2021 08:31

Interesting to read Damac’ S view on this bid for PQE.