Investing Matters Podcast - Episode 3 featuring award winning tech innovator Elizabeth Gooch MBE is now LIVE. Listen here.
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"For now I will retreat back to waiting and watching and holding mode."
GS - There's another task you're incapable of completing. Tsk, tsk, tsk.
Cbaron. 11.21. Thanks for an honest and truthful answer. I respect that.
Scot126. 17.50. You disgust me. My drunken rantings were correct and tis a pity they were deleted. Oh I do hope you re-read all of my posts to understand why you have annoyed me and thousands of other posters so much. Can you not see that YOU are one of the reasons...
a) That hardly anyone posts on here.
b) Investors steer clear because of the very complicated mysterious nature of the Farallon involvement AND your poor understanding or interpretation of it. Indeed, I, yes I, have HELPED you to understand it far better than you did by questioning over and over. Now you try to tell the world what a scourge I am. What an ungrateful so and so. Shame on you.
I am now convinced that every morning you must pick up a newspaper and actively denigrate the journalist's content paragraph by paragraph because your silly little mind cannot quite absorb the fact that others have different opinions than you do.
And where does all this hatred come from? Greed. If what you claim is true. Your sole desire is to protect your investment. A noble cause. But do you think for one moment ppl will respect you if all you can do is bang your chest with your fists repeatedly in fits if rage the moment a single word is written that you disagree with or worse , don't comprehend. Ostrich and gorilla combined.
I hope you get better soon.
11:21 Hi cbaron - very well-written post. Thanks for that.
Goldstinger - this thread's collective dim view of your conduct has got nothing whatsoever to do with whether a post does or does not "help the investment case". Rather, the content of your posts all too often is not rooted in fact and no proof or evidence is offered in support of your often fantastical conspiracy theories. There's an general view that you just make things up as you go along.
In addition, there's the really quite prolonged history of various posters providing long, detailed, factual and evidence-based answers to your many questions which a) go unacknowledged and b) you often proceed to dismiss these ***factual*** answers because if you were to accept their veracity it would demolish one or all of your many conspiracy theories.
Notwithstanding the explanatory paragraphs above, there's also the matter of your loathsome series of drunken posts directed towards me on another thread. And yet you still expect people to engage with you on an equal footing? [The drunken and filth-laced posts were removed by lse]
The Attenborough pecking order pseudo-science is nothing but projection on your part. You've admitted previously to being of reasonably advanced years. When are you going to gain the maturity to accept that in life there are occasions (every day in my case but obviously not in yours) where other people know lots more about certain subjects than you do? It doesn't make them better human beings or more clever or more successful.....some people just know more about certain subjects than others. Most children realise and accept this by starting secondary school. What happened to you?!
Your desire for PANR to retain 100% W.I. in the asset is noted. That's my preference too FWIW. But I also freely admit I am not in possession of the full facts. I am completely confident in the BoD's ability to work to ensure the best possible deal for PIs like me and I'm more than comfortable leaving them to get on with it. I have no intention of speculating on the terms of any deal in advance of reading the pertinent RNS because I wish to maintain and support the strong hand the BoD has in these negotiations.
"For now I will retreat back to waiting and watching and holding mode." Awesome, kindly do exactly that.
I see they are at it again today selling off in chunks of 12500. I must admit its frustrating watching it happen as it is holding us back big time. Still always happens with aim companies they always owe money/shares to somebody who are always selling to get their money back. Farallon must be laughing though as they will have made a huge profit from this little interaction.
The details of the Pantheon/ Great Bear deal were published in the RNS dated 21 December 2018. The RNS goes to over 40 pages and the description of the deal structure is very lengthy indeed, but I refer you to the section headed 'IMPLICATIONS OF THE PROPOSALS UNDER THE CITY CODE', which provides practical context in terms of what can and what cannot happen.
The consideration payable to GB was part cash, part Ordinary Shares and part 'B' shares. The latter held no voting rights.
The structure of the deal provided that GB and the others acting 'in concert', including Farallon and certain named individuals, including Rosenthal, will hold less than 30% of the Ordinary shares, the trigger point for a Mandatory Offer and also the level at which, under the City Code, a general offer is normally required.
Additionally, in regard to the 'B ' Shares, these can be converted to Ordinary Shares by agreement with the company, however, a protection mechanism was included in the deal such that non-voting shares could not be converted in quantities which would push the 'concert' holding above 30%, thus triggering an offer situation.
The missing element, as we all now appear to acknowledge, is the detail of the commercial arrangement as between Farallon and GB in relation to the repayment structure on the debt owed by GB to Farallon, the amount of shares owned by Farallon and the number of shares it will take to pay off the debt and servicing costs. The latter clearly varies with the value of the SP.
What appears to have happened is that sufficient numbers of shares have been sold to allow the conversion of the non-voting shares to voting shares, whilst not tipping over the 30% limit and that sales have continued such that the amount owned by the 'concert' currently stands at 16.99%, as per the RNS dated 22 October 2021. We still do not know how many shares are held by Farallon, but it is safe to assume that it is less that 16.99%, given that they are a part of this 'concert' ownership under CHONS.
What we do know is that huge numbers of shares have been sold under this arrangement, as can be seen from the RNSs and the dwindling 'concert' share ownership and this will almost certainly have had a negative impact on the SP. Hopefully, the debt is close to being paid.
Thank you for your efforts to explain Olderwiser and Scot126. I accept that there are unknowns or private details within the set up. So I will refrain from adding any further theories which may serve to antagonise or stoke up ill feeling. I understand my ideas are not welcome especially if it doesn't help the investment case here so I would be interested for other BB readers to throw in their comments regarding their comprehension of the situation. Of course, they would need to tread carefully so as not to upset the accepted pecking order. Attenborough would have a field day describing the dominant 'male' situation on these boards don't you think.?
I also hope for PANR to retain 100% ownership, so let's see how far the confidence stretches.
For now I will retreat back to waiting and watching and holding mode.
Wake me up if an RNS comes in.
Nighty nighty and good luck folks.
(Part Two, continued from below)
I'm starting to see posts about the timing of funding from the likes of GS and others on different forums. A quick reminder to newcomers that the funding for drilling Talitha-A was secured in the second half of November '20 and ice road construction began in the first 10 days of December. The Talitha ice road was completed by 5/1/21. Frankly, I would be *amazed* if PANR management hadn't already arranged for the assortment of service providers/contractors to begin work on a pre-arranged date "subject to funding being secured". That’s exactly what they did last year. Same goes for the rig and crew. I recall management were happy to go on the record stating their positive opinion of the professionalism of the crew/rig employed at Talitha-A.
I have *complete faith* management will deliver the winter programme as laid out in broad terms during the April/August webinars. I'll remind readers that this is the same group of executives who negotiated the PANR/GB merger for over 6 months in H2 2018 and not a peep was heard by anyone until the announcement was made. The combined PANR/GB management are, IMO, more than capable of negotiating a favourable agreement to secure the upcoming winter programme. Objectively, and all else being equal, I suspect it is easier to negotiate farm out terms in an $80 oil environment, with the Talitha-A VAS results in hand and having secured the Theta West leases at auction v's this time last year, wouldn't you?
PS For the avoidance of doubt, my *personal* preference continues to be to self-fund for one more winter season. However, it is my *opinion* a farm out is the more likely method of securing funding for the anticipated winter programme. /end
Goldstinger – I’ll try to answer your points in turn.
1) It’s got comparatively little to do with the wording in the TR-1s. I’ve told you before that the intra-party agreement within CHONS is private and does not require to be made available to anyone outside of the parties concerned. That said, I know/have met/am in contact with some of the original GB founders’n’funders. Before you or Jofhobbit go off on another of your bewildering conspiracy theories, I had not met one of these individuals prior to the PANR/GB merger, although I had met Riverstone in my professional capacity some time in 2013/14.
As I’ve informed you previously and repeatedly, the reason for the two classes of shares (voting/non-voting) was to provide a legal workaround of the RTO rules. Of the remaining CHONS holding of 118m, we suspect Farallon is likely the beneficial owner of the majority of that block but we don’t know if it’s 51% or 81%, for example? I am trying to find out the approximate % ownership of the 118m shares, Farallon:GB founders’n’funders. Once I find out, I will post it here.
From communications with some of the original GB f’n’fs we know that the intra-party debt is “very, very, close” to being repaid. The intra-party agreement remains in place and CHONS is not ready to be dissolved quite yet.
A tiny wee correction for olderwiser. On completion of the merger, CHONS owned 205,833,800 shares and now owns 118,330,855 so CHONS has sold 87.5m PANR shares since the beginning of 2021. [happy to be corrected]
Goldstinger – immediately after the merger was finalised, CHONS owned 102,471,055 non-voting shares. The reason there’s no need for any shares to remain non-voting under the current capital structure is that CHONS hasn’t supported any company fundraisings since the merger in Jan ’19 and therefore has been arithmetically diluted. In addition, CHONS is now miles below any ownership percentage which would transgress the RTO rules. Best practice on the part of any holder would naturally see non-voting shares being converted to voting shares, which is exactly what has occurred.
“I think all the non voting shares didn't count towards their holding percentage until converted.” For the purposes of TR-1 notifications, only the voting shares owned by CHONS expressed as a percentage of the *total voting shares on issue* is required by the stock exchange. However, for the purposes of the RTO rules the total beneficial ownership does become an issue, thus the requirement for the two classes of shares.
“This is the lowest their holdings have been for a while, isn't it?” Correct, lowest beneficial ownership figure since the merger.
(Part One, to be continued above)
I will not go into full detail sorry, it is a combination of things TR1 included, especially some key wording, and informed posts on other sites.
Originally there were 102 million non voting B shares, all converted now, so some still in the kitty for original GB holders I hope.
Farallon and concert parties have been lower twice at ~112m, this was my original speculative conversion trigger theory number.
I am comfortable with the boards stated intention around the deals, paraphrasing "trust us we know what we are doing"
Yes you are to early, patience still needed
I believe what you say Olderwiser. But to help me and others, could you expand on how you know they have only sold concert party shares and not their own. I guess its because of the wording in the TR1s, right? Genuine question.
But then, for me, it's relevant whether all these 83 million sells are exactly the same as the number of converted shares (non voting to voting).
I think all the non voting shares didn't count towards their holding percentage until converted. Hence the seesaw effect on their percentage holding. This is the lowest their holdings have been for a while, isn't it?
On another point, it's late October and I really should be clapping our bod now. Am I still too early? Rig contract, FO, cash? I can't cure my impatience. Sorry. At least the SP is still believing in the upward trend, just.
Come on Jay! We do believe... make it a good news week.
What is most interesting is, Farallon through the CHONS, multi owner concert vehicle, have sold about 83 million shares, but as yet not one off their own stack
Yep. I'm pretty comfortable with what Farallon are doing. Its gradual and responsible. Their holding is too large and they should be reducing it. It came about through the Great Bear loans and defaults, so it was inevitable they would gradually sell their security.
This one sneaked under the wire at 6.16pm on Friday 22nd October! Down another 1%.