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Wentworth Resources plc ("Wentworth") and Etablissements Maurel & Prom S.A. ("M&P") announced on 5 December 2022 that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Wentworth by M&P at 32.5 pence per share (the "Acquisition").
Wentworth has today received notification from Fidelity International, which has direct and indirect interests in 21,183,000 shares, representing 11.87 per cent. of Wentworth's issued share capital, that it intends to vote against the Acquisition.
In order for the Acquisition to proceed, the scheme of arrangement (the "Scheme") requires approval by a majority in number representing not less than 3/4ths of the voting rights of the Scheme Shareholders voting, in person, or by proxy at the Court Meeting. In addition, the Resolution must be passed at the General Meeting to authorise the Directors to implement the Scheme and to deal with certain ancillary matters which require the approval of Wentworth Shareholders present and voting representing at least 2/3rds of the votes cast at the General Meeting (either in person or by proxy).
Brilliant Mick!!! You see I am an inventor , and my nature is to find solutions to problems. I suggested a solution for Norwegian investors to overcome the 2000 NOK fee for voting at the general assembly, and all you can come up with, is harassment. I have never been happy with Roe, definitely not with Eskild , absolutely not with the board of directors.
I am just pis.ed by people who always constantly complain and never try to find solutions that make a difference. No name mentions. Have a nice day ??
well well Astrol, do you now want to unite the shareholders and vote against the deal? Or do you actually want to support it? Surely, you must be one happy shareholder... Your favourite management has sold their "co-operatorship" for an excellent price, especially if you got in below 20p. And such a modest self-rewarding even, all in-line with normal business practices. No doubt you must have some venerating Norwegian sayings for that.
According to what I understand the Norwegian shareholders need to pay 2000 NOK in order to vote at the general assembly. What if those in registrered in DNB for instance give authorisation to one large large shareholder to vote for them?
Unfortunately there's nothing to win any longer. The cost recovery pool will be depleted soon, so cash-flow will drop by about 10 mln US$/year. Shareholders won't recover the incredible amount of money that management has wasted the last few years, even if G&A was finally reduced to a minimum. ~$60mm spent on G&A over the last 8 years, while essentially achieving nothing at all for shareholders, that's the key achievement of this management.
It's game over. Agree with the deal and but wait with selling and receive 32.5p for your shares. Time to move on I'm afraid. All the best.
I just voted on line. But did you all note the softening up rns yesterday? Tanzania (apparently and how timely) has no more USD and so will settle in Tanz Shillings. Apparently a lose-lose for Wentworth. Better agree the t/o while we still have time to grap the crazy offer from our foolish partners.
I voted against both BTW.
Who is going to the meeting in London?
Do we have enough votes to defeat this proposal?
You cab buy at 31p and get 32.5p if the takeover is approved. Lack of arbs suggest it work get the votes.
So, the Scheme document is now published and votes are ready for the Court Meeting in February. Reading the document, it says that 2/3 shareholders votes are required to sanction the acquisition. If successful Wentworth will delist from AIM 21 days after the Court Meeting. What's the view on here? Is this a done deal?
https://dailynews.co.tz/tanzania-well-set-to-start-reaping-lng-benefits/
Frankly disappointed by KR's decision and looking for alternative choices in the Lindi region. Would therefore appreciate any views from anyone who knows more about Mtwara/Ruvuma basin. AEX is perhaps one alternative route to follow although that, too, has had reverses.
Cliff of course! ??
Clog,
I saw your post only now. Please drop me an email on WENshareholders@proton.me
Cheers
I have received this information from Wentworth about their shareholder base.
Wentworth has approximately 750 shareholders who hold certificated shares, the majority of whom are individual holders and a further 150 shareholders who hold via nominee in CREST. There will also be many more who hold their shares through execution platforms, for example Hargreaves Lansdown hold 7.7m shares.
FROM THE ABOVE I CONCLUDE....Hargreaves hold 7.7 million shares = about 4%. Since Hargreaves have about 40% market share of the platforms market, so if that % applies to Wentworth, that would suggest individual investors own about 10% of Wentworth, (plus the holders in certificated form and Crest of about 900 people).
If individuals own an average of £10k worth of Wentworth the nominee accounts would represent 770 investors; if Av is £5k, then 1500 shareholders.
As the Special Resolution requires 75% of those voting to vote in favour, the role of Hargreaves and other nominees in this task over is crucial. Has anyone requested the register of interests, as this would be worth looking at to see who holds the shares via nominees and for contacting them to vote?
I have emailed and sent linked in message to the Chairman saying we think he should negotiate a higher offer.
Offer doc says documentation for the court hearing for the scheme of arrangement will be sent out in January. I do not know what the long stop date is, nor the current level of acceptances. (25% on Dec 6). Does anyone else know?
Can you give me a ring please on 07712793114? Be good to catch up. I have added my shares to your spreadsheet.
I wrote to the Chair Tim Bush suggesting he seek a higher offer and he has replied to me as follows.
Thank you for your email. As to your request that we ask M&P for a higher offer, it should be noted that the board has already successfully negotiated a material increase to the value of M&P’s original offer. In addition, in case of interest, please find attached a letter that the board has recently sent to a group of Wentworth shareholders which provides a summary of the rationale for recommending the M&P offer. Kind regards Tim
https://www.sharesoc.org/wp-content/uploads/2023/01/221230-Wentworth-Response-to-Shareholder-Letter-vf-003_Redacted.pdf
mick2020; much respect to you for all you are doing on this.
Looking Good Mick2020 , hope all goes well
If you win you need to vote on the Directors as not acting in best interest og Wentworth , the money spent on nothing.
Millions each year on admin , for a shareholder is beyond words.
Raggedtp,
A letter has been send, see link below.
https://www.dropbox.com/s/4pngvyzyjfj8wrf/WEN%20BoD%20letter%20final%20.pdf?dl=0
Did add our remaining 266k to the sheet, as prepared to hold this much unless new, compelling stuff comes up. Are you sending this to the Board?
With link: https://docs.google.com/spreadsheets/d/1DI48Cy4X48MYQAadGcZ-liLfWtwTB6DexGCyVjHfrCM/edit?usp=sharing
Hi Patrick (and others), first of all, many thanks for adding your details to the spreadsheet! Please continue to do so! (link below). The spreadsheet will be used as evidence that many private shareholders disagree with the takeover, and of course we will try to approach various parties. The spreadsheet also makes it very clear to FIL that they can block the take-over, if they want.
It is by the way not true that non-UK shareholders cannot vote. I'm a non-UK shareholder myself (but not Norwegian) and after exchanging several emails with my broker, I have been able to vote in the past. My shares are in CREST though, so that could be a difference.
Still, I would strongly recommend everybody to hold on to their shares for now. You will get at least 32.5p for each of them, even if you do nothing at all. Management won't cancel the deal.
Any idea Mick how the spreadsheet can be used, since the non-UK shareholders dont have any right to vote? At least Norwegians.
No idea Highyield, I don't know the Newlands. Do you? They still hold 3.7 mln shares if I read the RNS correctly, so it would be great to get their support. Fidelity remains key though, without them it will be nearly impossible to stop the take-over.
Mick 2020, I noticed from the filings that the Newlands had reduced their holding by 1 000 000 shares. Have you any idea, how they are going to vote?
Simply Wallstreet also has some interesting "red lines" under the management part:
- Compensation vs Market: Roe's total compensation ($USD1.23M) is above average for companies of similar size in the UK market ($USD352.81K)
- Compensation vs Earnings: Roe's compensation has increased by more than 20% in the past year.
Good analysis! And now our CEO wants to cash her 9 mln share options... Management has been pillaging this company for years now, and they reward themselves generously for doing so. Life is wonderful!
https://simplywall.st/stocks/gb/energy/aim-wen/wentworth-resources-shares/management
Simply Wall Street (for what it's worth) has a fair value estimate of 62 GBX, describing it as having a, " Flawless balance sheet with proven track record." However, it does forecast a 9% decline in earnings over the next three years. However, there is no doubt in my mind that the offer price is much too low. Their methodology is explained:
https://support.simplywall.st/hc/en-us/articles/360001741016-How-is-fair-value-calculated