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Ooooops - Sorry about the double post. I thought I had been rejected & had to change a few words!!!
So……. FYI I drafted this post before reading the last couple of posts.
A few highlights/lowlights from the half year figures:-
Cash Flow generated in excess of $10m – over only 6 months!
Cash Balance increased from $30m to $40m (nb $40m = approx. 18p per share)
These numbers are after:
Recurring Admin Costs increasing from $3m to $4.25m (nb 75% of these costs are “corporate”).
Acquisition Costs of $1.9m - No detail is given for this figure (and personally I am entirely unaware of any acquisition activity we have undertaken in the past 6 mths!). I guess it must be to do with the Scirocco deal but if so (a) Why are they shown in this period’s figures? (b) why were they not recoverable when we were pre-empted??
Just as aside, if the $10m of cash flow had been distributed as a dividend it would have equated to a dividend for the half year of approx. 4.5p – But, of course, this cash will pass instead to Maurel & Prom if the buyout actually concludes.
We are still being told that the M&P deal is a good one for us – which I suppose is only par for the course for this company’s Board who continue to run an outrageous level of “Corporate” costs (presumably the senior Operation Expert we hired in preparation for the Scirocco deal is still on the books even though we do not operate Mnazi and have no new operations planned!). Also, in this half year there were $667k of “Share Based Payment Charges” – go figure!!
The way I see it is:
M&P’s 32.5pps offer equates to a total figure of approx. $72m
Wentworth at Mid-Year had $40m of cash which by now must be around $45+m and by year end will be around $50+m (even allowing for the ongoing Corporate Costs but hopefully no more Acquisition Costs!!!)
Therefore the M&P deal gives an amount over the cash we will have of say $22m – or to put that into context:
10p per share
or
An amount equal to the cash flow likely to be generated over just this year!!
My definition of a good deal does not align with that of this lot!!!!!!!
Didn’t Fidelity International vote against the deal? Perhaps the way to put some pressure on Wentworth is to write to them??
As a final point – IMO under absolutely no circumstances should the M&P deal be extended beyond the year end drop-dead date. I know that that is a statement of the .......... obvious but with this Board??????
So……. FYI I drafted this post before reading the last couple of posts.
A few highlights/lowlights from the half year figures:-
Cash Flow generated in excess of $10m – over only 6 months!
Cash Balance increased from $30m to $40m (nb $40m = approx. 18p per share)
These numbers are after:
Recurring Admin Costs increasing from $3m to $4.25m (nb 75% of these costs are “corporate”).
Acquisition Costs of $1.9m - No detail is given for this figure (and personally I am entirely unaware of any acquisition activity we have undertaken in the past 6 mths!). I guess it must be to do with the Scirocco deal but if so (a) Why are they shown in this period’s figures? (b) why were they not recoverable when we were pre-empted??
Just as aside, if the $10m of cash flow had been distributed as a dividend it would have equated to a dividend for the half year of approx. 4.5p – But, of course, this cash will pass instead to Maurel & Prom if the buyout actually concludes.
We are still being told that the M&P deal is a good one for us – which I suppose is only par for the course for this company’s Board who continue to run an obscene level of “Corporate” costs (presumably the senior Operations Expert we hired in preparation for the Scirocco deal is still on the books even though we do not operate Mnazi and have no new operations planned!). Also, in this half year there were $667k of “Share Based Payment Charges” – go figure!!
The way I see it is:
M&P’s 32.5pps offer equates to a total figure of approx. $72m
Wentworth at Mid-Year had $40m of cash which by now must be around $45+m and by year end will be around $50+m (even allowing for the ongoing Corporate Costs but hopefully no more Acquisition Costs!!!)
Therefore the M&P deal gives an amount over the cash we will have of say $22m – or to put that into context:
10p per share
or
An amount equal to the cash flow likely to be generated over just this year!!
My definition of a good deal does not align with that of this shower!!!!!!!
Didn’t Fidelity International vote against the deal? Perhaps the way to put some pressure on Wentworth is to write to them??
As a final point – IMO under absolutely no circumstances should the M&P deal be extended beyond the year end drop-dead date. I know that that is a statement of the breeding obvious but with this Board??????
a very polite and well worded email highyield, i can only commend you for your attempts. unfortunately though, i think you should expect zero response. sending out emails has proven to be futile, especially this year. as somebody pointedly told to me once: these people are like ****roaches… the only living species that survived a nuclear attack. they will never leave voluntarily or change their habits. pi’s need to unite with ii’s at an agm, start a revolution and vote them out. that’s the only way to get rid of them. until then they will milk the company as much as possible, so it is no surprise that g&a is at a new record high. note by the way that in addition to the 4.3 mln g&a, they spend another 1.9 mln on “acquisition costs”. i wonder what that was on…
in reality i expect that the deal is dead, and management will indeed be voted out at the next opportunity. they are now working to siphon off as much money as possible while keeping up appearances. every month longer in the job is a win and is rewarded with a massive paycheck.
you are right by the way about my pence per share calculation. i forgot to convert usd to gbp! shame!
Mick, I do agree with you and I just sent an angry mail to Katherine. However, I think there was a small calculation error . Net cash per share at year end should be 22.7 pence, not 27.7 pence.
"Dear Katherine.
Under normal circumstances, I would have congratulated you and the BOD for a very strong gas production and revenue. However, I am very disappointed that the BOD have not proposed a significant dividend as a part payment of the outstanding bid from Maurel et Prom. The bid was announced last year on December the 5th, with settlement expected in Q2 23. Now, the transaction is estimated to be completed earliest in Q4 23. The long stop date is 31th of December 2023. I have a growing feeling that the BOD are not acting in the best interest for its shareholders, but instead are acting in the best interest of Maurel et Prom. I also fear that the BOD may extend the long stop date, without any additional compensation for its shareholders.
The financial position for Wentworth is very strong with working capital of 46.7 MUSD of which cash was 40.7 MUSD. The current bid of 32.5 pence values the company at about 71 MUSD, depending on the exchange rate of GBP/USD. The value of operations excluding net working capital is less than 25 MUSD and Wentworth’s share of2P reserves are estimated at 137 Bcf as of 31th of December 2022. A real bargain for Maurel et Prom , I would say.
I have been a strong critic of the excessive level of general and administrative expenses for a small non-operating company like Wentworth. Recurring administrative costs were 4.3 MUSD in the first half of 2023. As you may remember, a full-year level of 4 MUSD was promised when the Oslo delisting was proposed.
While shareholders are waiting for payment, you seem to be handsomely rewarded.
“On 31 July 2023, the performance period ended in respect of an award of conditional rights over 942,593 ordinary shares granted to Katherine Roe, CEO, pursuant to the terms of the LTIP Plan. The Remuneration Committee reviewed the extent to which the performance conditions applicable to the award over the performance period were satisfied, and confirmed that, 95.62% of the award, representing 901,364 ordinary shares, vested. In addition, in accordance with the rules of the LTIP ("LTIP Rules"), the Committee determined to pay dividend equivalents on part of the award. “
It is about time, that the BOD starts to focus on their shareholders, if not they may risk being replaced."
The most amazing thing is: it looks likely that WEN will be sitting on a net cash pile of approx. 50 mln at the end of the year, despite the repeated warnings about the end of the cost recovery period and absolutely gargantuan G&A costs. With 180 mln shares outstanding that amounts to 27.7 pence per share. It also means (obviously) that WEN’s take in Mnazi Bay is valued at 32.5-27.7= 4.7 pence per share at the end of the year. That’s a tiny 8.5 mln US$. The deal looks quite simply more absurd than ever, it is not in the interest of the shareholders. I can think of only one reason why management ever accepted this deal, and it is absolutely not a pretty one…
"time to call for an egm and sack the complete board"
YES. Let's start the process!
wen's shareholders have been shafted so hard by now that there's no point in appeasing them with a little dividend any longer. either they deliver the take-over and grab all the money they can or they lose their job. they money this management has wasted on the take-over and the last couple of years in general is utterly incredible. wasted on pretending all sorts of things, while lining their pockets. it is utterly shambolic. even bob seems to have remained on the payroll, as "president of wentworth tanzania" (see the website), despite his announced departure two years ago.
there **** was saved so far by an outperforming field, but even that is not enough now to cover their huge costs.
time to call for an egm and sack the complete board.
Well that wasn’t very helpful at all. No mention of any dividend?
An update on the offer will be published on 26 September 2023.
The suspense is almost unbearable. For management as well obviously, they must be awfully worried by now that they won't receive their big LTIP shares bonus as planned, or worse even, that they will be voted out at the next AGM.
Poor Kathrine. After so successfully ignoring all PI's this year, she'll soon have to face up to them again...
---------------------
RNS Number : 2009M
Wentworth Resources PLC
13 September 2023
WENTWORTH RESOURCES PLC("Wentworth" or the "Company")
Notice of Interim Results
Wentworth Resources (AIM: WEN), the independent, Tanzania-focused natural gas production company, announces that its interim results for the six-month period ended 30 June 2023, together with an update on the offer by Etablissements Maurel & Prom S.A., will be published on 26 September 2023.
Well said Mick. Management here should be ashamed, they’ve done nothing for shareholders and must be feeling pretty smug: Still what goes around etc etc, I would never touch any other company if Kathrine and crew were involved.
Some highlights:
-Net cash of 38 mln on 15 June'23 (about 20p per share), despite exploding G&A (now above 9 mln/year!)
- Gas price increased from $3.44/MMbtu to $3.71/MMbtu in 2023 (+7.8%)
- Production remain at record levels
- Reserves replacement ratio is above 100% (essentially caused by poor quality reserves report, underestimating total volumes)
- dividend suspended, and nicely phrased: "the Board intend to consider reinstating a final dividend for FY22", which means nothing at all. Paying out a dividend would obviously reduce the sales price, which reduces the LTIP awards, so Katherine will certainly be against paying any dividends....
No word about Bob leaving the company for good now, as promised 2 years ago.
So incredibly frustrating this.... a management continues to fail in achieving anything at all, but reward itself as if they are doing a wonderful job..... Hopefully this is over soon, I just can't bear it anylonger.
There can be no certainty that the Acquisition conditions will be satisfied or (where capable of being waived) waived by M&P. In the light of these developments the Company now expects that, if the conditions are satisfied or (where capable of being waived) waived by M&P, the Acquisition will complete in H2 2023
Checking the Scheme of Arrangement its clear that they have until 31 December to get this over the line:
"If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the
Acquisition will not proceed unless the Company and M&P agree otherwise and, where necessary, the
Court has granted its consent".
annoying as hell. at least as i have ordered a new ioniq 6 which is due august, and planned paid by wen-cash.
however, todays downfall seems like a big over reaction to me. now we know there are 2 parts interested in wen's part, instead of only 1. base price is still 32,5 pence. why do some sell it for 25 pence? just because they are ****ed off? doesnt seem like a good investment strategy to me.
Couldn’t run a bath this lot. What an absolute shower. Poised to sell so many times since the bid, but resisted. Not got enough to worry about it. Poor old Roe and her reduced payout:-)
What a shambles.
So the TDPC want in on the deal in some shape or form? Not clear cut to me.
__On 9 June 2023 the Company announced that representatives of the Company and M&P had attended a preliminary hearing before the FCC in Tanzania on 7 June, at which various Tanzanian governmental parties were present and that a number of concerns were raised which may impact the likelihood of the FCC to approve the Acquisition in its current form.
Whilst the FCC's ruling in relation to the Acquisition is still awaited, and the above-mentioned Conditions remain unsatisfied and not (where capable of waiver) waived, Wentworth has received a letter from TPDC dated 9 June 2023 by which TPDC has notified Wentworth Gas Limited, the Company's main operating subsidiary, of its decision purportedly to exercise its right of first refusal in respect of Wentworth's interest in the Mnazi Bay asset pursuant to section 86(7) of the Tanzanian Petroleum Act, Cap 392 (the "ROFR").
The ROFR grants TPDC a right of first refusal to acquire a participating interest that is intended to be assigned to a non-affiliate. The ROFR does not, however, entitle TPDC to a right of first refusal (or similar right) in connection with any indirect sale of a participating interest arising as a result of the acquisition of shares in Wentworth itself, which in the case of the Acquisition will in any event occur only after sanction of the Scheme by the Royal Court of Jersey.
As a result, Wentworth is in discussions with TPDC and will make a further announcement as and when it becomes clear how TPDC intends the ROFR to apply to the Acquisition.
Terms used but not defined herein shall have the meaning given to them in the Scheme Document._
Boys, this is Africa. The local lads will be queueing up, hands outstretched, to discuss "the fees" required to (i) satisfy the minister, plus (ii) to forego TPDC's rights of pre-emption to take over the Mnazi Bay asset and plus (iii) for final approval by the FCC.
Only after all those shovels have been inserted into the £61 million on offer from the purchasers, will WEN shareholders get their hands on whatever is left over. And as for a completion of a takeover by 31st December, it's most unlikely to be 2023. Pick a different year, the local lads are in no hurry to cut a deal. Just look at the troubles Tullow have had in monetising their assets in both Uganda and Kenya, geographical next door neighbours to Tanzania. Not a single barrel sold since major oil discoveries some ten years ago.
I shudder to think where the SP is going tomorrow morning.
That Friday RNS came out of the blue. I had hoped to have settlement by end June. Now it’s H2 2023 with the end date of 31 December as I recall. Two questions: surely we are owed our annual dividend, and if deal isn’t approved, the price will presumably drop back to where it was?
On 5 December 2022, the boards of Wentworth and M&P announced that they had reached agreement on the terms of a recommended all cash offer by M&P for the entire issued, and to be issued, share capital of Wentworth (the "Acquisition"). The Acquisition is to be implemented by means of a scheme of arrangement pursuant to Article 125 of the Jersey Companies Law. The circular in relation to the Scheme was published or made available to Wentworth Shareholders on 25 January 2023 (the "Scheme Document").
The Acquisition was approved by Wentworth Shareholders at the Court Meeting and the General Meeting which were held on 23 February 2023, but remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part III (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document
These Conditions include, inter alia, (i) consent from the Minister responsible for petroleum affairs in Tanzania under the Petroleum Act 2015 and any other applicable laws; (ii) the waiver of any right of first refusal or pre-emption right to which by the Tanzania Petroleum Development Corporation ("TPDC") is entitled in respect of the Mnazi Bay asset; and (vi) approval from the Tanzanian Fair Competition Commission ("FCC"), in each case on terms satisfactory to M&P, acting reasonably.
Representatives of the Company and M&P attended a preliminary hearing before the FCC (the "Hearing") in Tanzania on 7 June, at which various Tanzanian governmental parties were present. A number of concerns were raised at the Hearing, which may impact the likelihood of the FCC to approve the Acquisition in its current form. A ruling is expected within the coming weeks.
M&P and Wentworth intend to consult with relevant Tanzanian government stakeholders about how these concerns may be satisfactorily addressed.
There can be no certainty that these Conditions will be satisfied or (where capable of being waived), waived by M&P. In the light of these developments the Company now expects that, if the Conditions are satisfied or (where capable of being waived), waived by M&P, the Acquisition will complete in H2 2023.
Terms used but not defined herein shall have the meaning given to them in the Scheme Document.
In accordance with Rule 26 of the Code, a copy of this announcement will be available on the Company's website at www.wentplc.com/investors/offer-for-wentworth/, where a copy of the Scheme Document can also be found. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement has been made without the consent of M&P.
Settlement date anybody?
Interesting find Alph, but Katherine will simply say that the development plans are the results of the successful acquisition. When I asked her about future development plans, here answer was the following:
"Any future capital expenditure in Mnazi Bay will be determined by M&P; the operator has not sanctioned any material capex in the past 8 years and there is no expectation that this will change if the acquisition does not complete. There can be no certainty that M&P will deploy capital at Mnazi Bay versus other assets in their portfolio given their view that the transaction enhances their economics for further reinvestment"
Bob wanted out urgently, Katherine as well, and, sadly, we lost. We can't stop them anymore unfortunately. Lot's of companies like this on AIM: creating true shareholder value is almost always secondary to personal gains.
As expected, M&P didnt wait long for their big development plans for Mnazi Bay.
Drilling well planned for 2023..
https://www.pura.go.tz/uploads/documents/en-1681831185-Main%20Activities%20to%20be%20Implemented%20by%20NOC%20and%20IOCs%20in%202023.pdf
I generally fart in your direction, Mrs Roe.