Member Info for Bravedog

The Scheme of arrangement is well suited for cases that have a risk of being delayed by class actions which could last years. Don’t forget that the Kurds have stolen the cy from its founders thanks to the Excalibur case, probably pushed MOL to relinquish its fields where GKP was a partner, not paid the cy in due time and put on the bod two guys who accepted the 2016 restructuring with « golden handcuffs ».
The court says ok or not, but doesn’t judge on the fairness of the deal! And there is no possibility of a counter bid. Perfect for this messy file.

Yesterday I made a research On Bermuda Scheme of arrangement but had no time to look at the details. It seems to me that it this one which will be chosen, as I read a summary of a lawyer who explained it was used by Bermuda cies listed in HK.

And if the cy has been sold as we both believe due to the fact that all the outstanding shares received a dividend, the only reason it hasn’t been publicly disclosed is perhaps due to the fact that a Scheme of arrangement started on October 4th which could give the parties a level of secrecy as it ends at a court.

Organized as there are, they must know the valuation will be good enough for the Americans, which will ensure the 75%.

If you want to block the deal, go to a court immediately...

@Straycat

If you try to analyze what might happen, keep in mind that it’s all about getting and keeping the maximum power at the lowest political cost.
In Kurdistan, you have also to take into account the important fact that the Kurds want their own state and there is a price to be paid for it.
As I have been reading the NightWatch letter for ten years. Unfortunately its founder, John McCreary, who passed away in August. RIP. The accuracy of his letters was astounding at 98% and he thought that Kurdistan would not go to US which is an « outsider » in this region. He expected BRI to come there and peace also (with the loss of freedom).

The Chinese and Russian have two options: either push ICG to a good agreement with the Kurds or support their bid for independence. As the Chinese don’t like mess, they could prefer dealing with KRG and let the Arabs settle their problems alone.

Apparently, the Chinese have been allowed to make some research on the field. I don’t have any proof that they or the Russians tested the Permian, but the research published shows they were interested in the block SH which covered a larger area. Will the Chinese/Russians get the Permian for free and will GKP benefit for allowing the research to be done? I don’t know.

In the end, it all depends on the currency chosen for the settlement of new contracts. Kurds will be getting a better deal if it is in CNY/RUB, but you’ll have to short the US$.

A problem is how to get the 75% needed for the Scheme of arrangement, but I believe this as already been settled because the treasury have been awarded to the management, which means the cy has been sold.

Short term, we have MOL’s results. Will we have the 2nd amendment and an upgrade in the reserves ? We’ll see. In case of Chinese purchase, their interest will be to disclose the true size of the field because it will give them power to negotiate with all the South East Asian countries and avoid the USD.

Don’t forget that their plan is a world dominance by 2050, that could last 1000 years, which means the $ will be worthless. So the price paid will not have the same value as for the western countries. And Sinopec will borrow in USD...

I don’t know the price of a new Kirkouk or 1/2 of it. Certainly not 20 bil $ but more than that.

@D0dger55
@****eye

75%.
Of course, they’ll get it. How? By putting a sky high price which will be agreed by the US funds who are big shareholders. The buyers will be arbitrage funds which might earn 1% in one month without risk: if they don’t agree they might loose a lot of money. The sellers? You and myself because when a TO happens under an Scheme of arrangement, it is impossible to make a claim in another court. That is why they are choosing this option. They are sure the deal will be done properly and quickly.

****eye,

Late reply and comment on the 75% needed:

Several options are possible:
1) CNCP could just buy Shaikan, leaving GKP with bil $ in cash. Do you want to be shareholder of a shell cy headed by JF? No. JF deserves a big discount.
2) CNPC buys GKP against cash.
3) There might be other options such as exchange of shares with CNPC.

The 75% is not a problem because the bond holders had 85% of the cy, the PI LTH 5% and smart PI and investors took part in the capital increase at 83 p. Of course some investors have sold, but I believe the market has been well controlled with the different shares coming into friendly hands. Then, if 1% is missing, the banks we be able to borrow the shares for the AG using those held under custody. It’s not legal, but I have seen that.

****eye,
I am trying to give an explanation why the dividend was announced on September 20 and only paid on October 4th. Why wait 14 days? Why choose October 4th?

I didn’t have time to read everything about « Scheme of arrangement », but I noticed that in Australia it is becoming increasingly popular for takeovers. https://www.minterellison.com/articles/how-a-scheme-of-arrangement-works
Of course, there are differences between the Australian and British law, but the above article explains what it is about.

Here are the links for the British parts 26 and 27 of the UK company act of 2006 which are more difficult to grasp...
https://www.legislation.gov.uk/ukpga/2006/46/part/26
https://www.legislation.gov.uk/ukpga/2006/46/part/27

To be successful, 75% of the shareholders must agree, but I don’t think it is a problem. Habe in mind that with the funds short of GKP, some smart guys like Blackrock and others will recover their lended shares and increase their %. It is perhaps only 1% (or 2%), but it helps. Why and who would short the Kurdish oils? Portfolio managers that buy « structured products » long one sector and short another one... Many investments bankers are there to increase their P&L by selling products and all the people make mistakes. With all what is happening in that area, I guess the investment managers prefer be long IOC and short this war area.

What I also noticed, is that 30 days after the notice is sent to the shareholders, an AGM must be held. 30 days after November 1st, is December 1st and one day later, SZ is leaving. All these dates seem to fit perfectly, but I could be totally wrong.

What kind of TO can we expect? As SZ is leaving, I don’t expect a sale by GKP of Shaikan which would leave the cy with bil $ in cash.

And at 2.1£, you have 230 mio $ in cash and KRG owe you 400 mio $ in cost recovery. Furthermore, the managers don’t earn any money.
The price? In multiples of 10 bil $. Not the 5-8 or 15-20£ many on this bb are expecting.

There is no price for jewels and I can’t put any.

My post intended to highlight the possibility that the « Scheme of arrangement  », which needs approval from 75% of the shareholders, could perhaps explain why they don’t need to issue an RNS stating that the cy has been sold, probably on October 4th because they got the dividend on what was thought to be treasury shares, at its is something the court will decide.

If that is correct, 28 days later brings us to November 1st when the shareholders will be advised of the takeover.

https://www.legislation.gov.uk/ukpga/2006/46/part/27/data.pdf

Indeed, GKP has been sold on October 4th because all the outstanding shares received a dividend. This is only possible if the shares held in treasury have been awarded to their beneficiaries on that date.
According to the resolution of the AGM, the shares held in treasury for the employees can only be partially vested at the end of 2019, unless the cy is sold.

Now it will be sold with the Scheme of Agreement between the buyer (CNPC) and a majority of shareholders who agree to sell.
October 4th plus Paul’s 28 days gives November 1st when Scheme document will be posted to target shareholders and made available to Target and bidders employees.

I guess that the fact the management has been awarded their shares must be covered by the secrecy of the Scheme of Arrangement. This would explain why nobody talks about it.

So all this would be perfectly legal!

IMHO

I bought a little bit, but I had to stop as most of the banks don’t trade in Budapest! One online broker (which gave me 2 dividends in October!), offered CFD (too risky) or buying cash on Varsaw Stock exchange where there is no volume. Otherwise, some banks are offering Xetra, where there is no volume. I had no time to check if a Hungarian bank was here.
When the news come out, I hope banks will start trading ADR in London and USA.
Same problem for Shamaran (which should be taken out by Chevron): only the online broker offers stocks traded in Stockholm. Banks offer only Toronto with no volume !
I have no worry that Brits will be remain Europe after Brexit.

Either I add more GKP and switch on the first day to MOL, even if it is on Xetra. Instead of having 5% yield, I’ll get 3% on a much bigger amount.

I’ll wait for Monday.

Very good point Straycat.

Before the sale, they will have to make an announcement that could be an upgrade in reserves. MOL mentioned it at their Investors day on November 8, 2018.

This year MOL publishes its quarterly earnings on October 31.

Always coming back to this date!

@dodgers55
How do you know it is for gas injection ? It’s because they told it that it’s true. They have been lying all the time.

Some questions now that everybody can see DQ040.
When will this rig reach its target?
Is this rig to reach Permian, even if it isn’t the official target?

Thanks

Thanks

Has somebody seen that?

From Malcy'summary:
"This time PF-2 is up and running whilst PF-3 is the large site yet to be developed but just looking at it is awe inspiring."

I have never seen any mention of PF-3 before. If it is so big, it means GKP will need more pipeline capacity because Atrush production is increasing rapidly. All this seems to be part of the next FDP, which will include the heavy oil pipeline from SH to Turkey 500kbd.

I rememer that Mikey and BB subscribed to a feed giving them satellite pictures where such installation could be spotted. Where can I subscribe ?

You should have an idea by December 2nd when SZ is leaving.
Still not heard about the shortlist to replace him with a special option package for the new CFO.

In the meantime, you have MOL results on October 31 and sometime the results of the drilling. Is the rig suitable to drill lower than the announced target ?

RNS September 19
« Shareholders should exclude any shares held in Treasury and should use the figure of 222,921,949 Ordinary Shares (the issued voting share capital) when determining if they are required to notify their interest, or a change of their interest in the Company ».

If the shares have indeed been vested, the management will be sued.
Unless no AGM takes place in 2020.
They clearly have an accounting problem that must be solved rapidly.

I forgot to mention another point that CCC mentioned:
«Chinese Department is being opened at the college of languages of Salahaddin University in Erbil, the department of Kurdish language will be established for the first time in Beijing. ».
Recognition of a language will lead to State recognition.

The choice of the Kurds is simple: become an independent state, vassal of the Chinese, or remain in conflict with Arabs and Turks.
The answer has been given by Alan Mohtadi on Twitter. He put back the post of the referendum’s day 25/9/17 which had afterwards been withdrawn.
IMO, the oil will flow thru Iran, Afghanistan to China, avoiding sea travel. The Chinese interest is to convince investors that trading in Yuan is safer than US$. They will understand that much better if the Chinese disclose the real size of Shaikan and the surrounding blocs.
Of course, the Chinese and Russians will have a refusal for Kurdish oil sales and a very favorable PSC, with Chinese equipment measuring the oil flows, but the Kurds will be protected and independent.

Yes, there will be a CFO, but he will probably be Chinese...

Resolution AGM 2019
The Company only intends to hold them as Treasury Shares in the event they are required to satisfy the vesting of staff share option plans, and if they are not so required they will be cancelled. Resolution 13 will be proposed as a Special Resolution.

Comment: As the managers have only options, they will be delivered shares with a « dividend attached ». By this trick, the managers awarded themselves, according to Mikey, juts under 1 mio$. Had they bought shares before paying out the first dividend, they would also have benefited from the first one. Something happened to speed up all this as they could have paid the first dividend in August.

Good point.

VCP Change of control
In the event of a change of control or a voluntary winding up of the Company (other than an internal reorganisation), there will be a Measurement Date on the change of control and the value of additional options will be calculated as at any other Measurement Date. The share price used to calculate the Measurement Total Shareholder Return will be the offer price for the Company.

Comment: as no additional options are available, there will be no need to Measurement Date and to calculate the Measurement TSR. So takeover is the outcome.

Unfortunately had no time to look at ADVFN where posters can’t behave correctly and never stop insulting each other. Little boring to read so many filtered pages.

Thanks for your input.

@Straycat,

About this dividend, I have two comments.
1)How will they do in 2020 if they have bought back 10% of the equity before the AGM ? Due to the fact that treasury shares don’t receive a dividend, they would have to increase it by 10% only to make sure that the shareholders receive the same amount ! Strange. Will they change the way the dividend is computed next year?
2)Your comment about Bermuda Companies Act 1981 (amended) Section42 B (11),(12) and (13)might be right, but it was agreed at the AGM that the nil options of the VCP could only vest end of 2020 and 2021 or in case of takeover. Being listed in London, the cy complies with the the British legislation or it follows the Bermuda law. Any change must be announced by RNS.

PS Have given the order to buy some Mol shares in Budapest...

As the cy doesn’t answer shareholders concerns, isn’t it time to request clarification from the FCA?

Theoryman,
Could you explain or clarify « We know who published it and what type of instruments were used but where were the experiments carried out and why was the protocol used the English translation of a standard Chines one? ».
I presume it is about tests carried out by the Chineses.

Thanks.

Good point, Theoryman.
What prevents them to issue an RNS cancelling the dividend announcement once the offer is made?
We won’t care about a 0.14 $ div if the cy is taken over.

The Chinese markets will be closed from October 1 to October 6 included.