Member Info for DeusExMachina

Kurgan
Have you escaped from a Larson cartoon ?
DEM

Another excellent RNS today announcing the oversubscribed Placing & Subscription which has raised £5.75m – enough to pay the bills for the next 18m and hopefully see both OM and Sea Lion deliver two huge SP catalysts. None of this will be a surprise to anyone who took the trouble to engage with the Directors over the past months. Even the Warrants were touched on at the Investors Day in October.

Like many other Private Investors I welcome the opportunity to participate in the Open Offer on the same terms - particularly as regards the Warrants. However, please read the section in the RNS titled ‘Importance of Vote at the 2022 Annual General Meeting’ – it’s at the top of page 5 of the PDF version of the RNS.

My big concern is that if anyone has succumbed to sabyam’s bully boy tactics to vote against Special Resolution 8 to disapply pre-emption rights, or Ordinary Resolution 7 to allot shares, then if either of these two motions fail – then the Open Offer cannot proceed and Private Investors will not be able to participate. Not so good for the PI, nor for the company. Or am I reading this incorrectly ?

Great for the professional Fund Investors, however, who are only happy to see dilution if they get the shares and sabyam has, of course, already told us that he works for Funds and in another post that he has access to Bloomberg Professional as he is ‘in the financial markets’. It’s almost as if sabyam and his Associates want the company to fail, so they can perhaps step in with a ‘rescue plan’. Surely not ?

There is a rather appropriate saying from the works of Ralph Waldo Emerson along the lines of “The louder he talked of his honor, the faster we counted our spoons.” And so it is with sabyam’s posts! At best his motives are opaque, agenda doubtful and advice highly questionable. All IMO of course.

Surely time to ‘jog on’ – I’m sure that the A*V*N board will welcome and enjoy your hectoring rants.
DEM

ps If you see a man in the pub with a bucket of tar and a goose – RUN !

Thanks Much for the compliment – much appreciated (sorry). Little bit of light relief mixed with a dash of nostalgia never does any harm!

LR I also remember Sam and his slides but that 7-8 years ago when RKH still used Acetates and an OHP - 8 possible ways to place the Acetate on the platen, 7 of which are wrong.

Since joining the 21stCentury with PowerPoint presentations on a laptop, it’s impossible to get the slide deck in a muddle and his Presentations are as professional as most you get at AGMs.

DEM

“Watch him collect a FAT bonus at the AGM” (LR)

Yes indeed, RKH AGM’s always follow a set pattern. Godders and Glen1969 turn up early with the boxes of rotten fruit to distribute at the gate.

The meeting runs its course and then at the end Keith Lough presents Sam with his Annual Bonus in a big sack labelled SWAG full of bundles of used Fivers. Everybody jeers and throws the fruit and then we all join arms and march down to the pub singing ‘Don’t Stop Believin’ where we sit drinking gallons of beer and comparing luxury yacht brochures!

Evening ends with the traditional tar and feathering of the most irritating poster of the year – no shortage of candidates there.

Have you ever been to a real life AGM?

DEM

Good Morning sabyam

In reply to the points raised in your last email - I have never worked for RKH nor for any other O&G company and neither have I ever worked for a Fund. Before retiring in 2010 I ran a company which provided various specialist Corporate Services to international blue chips and certain Agencies and Departments of State of HMG. So, it is extremely unlikely that we have ever worked together and with respect, I see no point in DM but thank you for the invite. I prefer to be known as DEM until somebody has at least bought me a pint of beer and spent some time chatting! Looking forward to seeing several old friends on the 28th and hope to make your acquaintance in the pub/restaurant after.

As regards your moniker, it is not unusual for me to abbreviate the alias of other posters (eg LTT for longtermthinker) or muddle the spelling (eg hydrant for hydraides, curtesy of Autocorrect). DEM is of course an abbreviation of my own full alias – originally used I recall by another Poster on the old iii Board. With respect, I think you are the first poster who has ever used their actual name as an alias (!?) and then casually admitted to the fact, even though nobody had asked the question. I am sorry that you felt compelled to make this unforced confession and am happy to apologise for any angst it may have caused.

I actually thought you were Glen1969 as your prose style is identical. Indeed, perhaps you are the same person or maybe just his gag writer ; -)

More generally,
I agree 100% with the previous poster who received a prompt reply from Sam regarding the company view on a placing - I have had very similar answers as have several other investors on this Board.

I must confess to finding the current obsession regarding a possible placing as bizarre. RKH has only had one placing since discovering oil and that was around ten years ago. RKH is almost unique on AIM in not constantly returning to its investors for money. This aversion to printing vast numbers of new shares each year has resulted in Private Investors still controlling over 85% of the shares in issue.

An unintended consequence of this is that Rockhopper must pose a unique challenge to any predatory take over bid. Persuading large numbers of PIs to do something which they instinctively know to be risky at best and foolhardy at worst, must be worse than herding cats and would require immense guile and cunning. In 30 years of investing I can't think of a single AIM company where the PIs were over the moon with delight at the T/O terms.

Finally, might I suggest that you take the excellent advice posted by yourself: "I, for one, would like to see the oil flow from phase 1 before selling my RKH holdings. I have been in the stock a few years and very happy to wait for another 6-7 years". Which as you posted in 2019 means that we are bang on target, thanks mainly IMHO to the dogged determination of Sam and the BOD to get Sea Lion into production.

DEM

Thanks Ovets - you understand my logic correctly.

I am confident that SM will (1) only trigger a placing if OM fails to deliver (2) provide an open offer opportunity for PIs to buy shares at the same price (3) endeavour to minimise dilution. I certainly will not welcome any dilution but I do recognise that a modest placing - perhaps with Navitas or another player - may be necessary if the OM Award is delayed. I agree with a previous poster that a certified copy of the Award should be quite sufficient pro tem.

If any Private Investors are genuinely concerned they should pick up the phone and ring Salisbury. IME Sam will always ring back - usually within the hour and is more than happy to discuss and explain the company view. I'm sure that he will be delighted to hear from the poster now known as sabyam.

I am travelling today but I will try and pen a few words for poster sabyam this evening.
DEM

Good Morning Saby et al

Thank you for the time spent c&p reams of text from the Rockhopper AGM Notice. You will doubtless be relieved to learn that there is no cause for concern and no need for scaremongering.

For anyone wishing to view the entire document - go to the RKH web site, click on the 'Investors' tab, select and open 'Shareholder Documents' and the 'Notice of AGM 2022' will be the first doc. in the list. I'm sure most LTH's will know this already as the location of these docs has not changed in the past decade.

Clause 7 in this years Notice ('THAT the Directors be and are hereby generally and unconditionally authorised for the purposes of section 551' etc etc) is word for word identical to Clause 8 in the 2021 AGM Notice, Clause 8 in the 2020 Notice and Clause 9 in the 2019 Notice. (I have not bothered checking previous years but they are all available on the RKH website).

The clauses detailed under the Special Resolutions heading also repeat each year, as they expire after twelve months unless renewed.

If anyone is still concerned I suggest you read 'Appendix 1 Explanatory notes to the 2022 AGM resolutions' on page 6 of the Notice, or telephone the RKH Offices and speak to Jan Davies (Company Sec) or SM.

But I think you probably knew all of this already, which does rather beg the question ...

DEM

On re-reading the TLW RNS - Guyana gets a passing mention, towards the end of the list of assets.

The Boards of Tullow and Capricorn believe this Combination:
(a) Creates a leading African energy company with a material and diversified asset base and a portfolio of investment opportunities delivering visible production growth.
· The Combined Group provides shareholders with a diversified pan-African upstream portfolio underpinned by low-cost producing assets, with a deep portfolio of incremental high return investment opportunities in Ghana, Egypt, Gabon and Côte d'Ivoire.
· Capricorn's Egypt portfolio provides significant opportunity to deliver self-funded growth production via infill drilling and low-cost exploration to sustain the resource base over time, whilst championing electrification and decarbonisation initiatives.
· The major resource development project in Kenya provides additional growth and value creation optionality.
· The substantial prospective resource base in Guyana and Mauritania provides material potential upside with limited capital exposure.
· Pro forma reserves and resources of 343mmboe and 696mmboe with 2021A production of 96kboe/d positions the Combined Group as one of the largest, listed independent African focused energy companies today.

As New Tullow will be mostly focused on Africa and as Guyana is in South America - I wonder whether the company may be planning to reduce their current 60% share in Orinduik down to zero or perhaps a token holding. I assume that Total / Qatar Petroleum, would be happy to increase their current rather modest stake with perhaps Total as Operator.
Now that would be great news IMHO

DEM

Are there rules regarding the 60 day extension? Do ICSID have to have particular reasons for it or is it at their discretion? (PD)

Chapter VI, The Award, Rule 46, Preparation of the Award
"The award (including any individual or dissenting opinion) shall be drawn up and signed within 120 days after closure of the proceeding. The Tribunal may, however, extend this period by a further 60 days if it would otherwise be unable to draw up the award."

Most likely reason for any delay would be the Dissenting Arbiter pleading that Covid etc had unavoidably delayed delivery of his report. However, this would be very unprofessional and might be regarded as a 'bridge too far' by Arbiter Dupuy. I would be reasonably hopeful that as an Award was close to being made back in 2019, that all the other relevant docs and reports have long been with ICSID. The 23rd Aug is starred in my Diary.

Of course, post Award, the Dissenting Arbiter could seek an Annulment by the ICSID Secretary-General. (see Chapter VII, The Application, Rule 50). However, there are very limited grounds ie
– the Tribunal was not properly constituted;
– the Tribunal has manifestly exceeded its powers;
– there has been a serious departure from a fundamental rule of procedure;
– the award has failed to state the reasons on which it is based;

They might try objecting on the second point but as the two previous challenges to ICSID's Jurisdiction have both failed (badly) - I think this objection would be rejected in short order.

See the last Section of this doc: 'Rules of Procedure for Arbitration Proceedings' commencing on page 99.
https://icsid.worldbank.org/sites/default/files/documents/ICSID%20Convention%20English.pdf

DEM

Correction
RKH RNS dated 19th April 2022.
DEM

I'm unclear as to why this conversation is taking place as Rockhopper already has an excellent Farm In partner - who is progressing through all the commercial and regulatory steps in double quick time.

"Rockhopper Exploration plc (AIM: RKH), the oil and gas exploration and production company with key interests in the North Falkland Basin, is pleased to announce that, further to the heads of terms notified on 8 December 2021, Rockhopper, Harbour Energy plc ("Harbour") and Navitas Petroleum LP ("Navitas") have signed legally binding definitive documentation in relation to Harbour exiting and Navitas entering the North Falkland Basin (the "Transaction")." (RKH RNS of 22-05-2022)

In most respects Navitas is the ideal partner to farm into Sea Lion. The Navitas deal needs to be viewed in the wider context of the UK's growing trade and defence relationships with Israel.

https://www.gov.uk/government/news/uk-takes-first-steps-towards-new-trade-deal-with-israel

https://www.jpost.com/israel-news/article-702889

Israel has the giant Leviathan (22 TCF) and Tamar (11 TCF) gas fields in the Eastern Med - developed by Gideon Tadmor when he was CEO at Delek Energy, before founding Navitas.

https://www.thejc.com/business/features/the-gas-chief-with-a-whole-lot-of-energy-1.19176

However, Israel has quite modest oil reserves - compared to the FI who have 1.7bn barrels OIP in Sea Lion alone + potential gas fields in the SFB.

This should be a Win-Win deal for all parties and I have no doubt that FIG will be as eager as anyone to “Make it so”.

DEM

According to 560sl: "If you know a little history , after the 2nd world war. there was also talks that the Israeli State will be in southern Argentina ,but they chose the Middle East ! "

This is complete rubbish and is a regurgitation of the Anti-Semitic Conspiracy Theory called The Andina Plan.
According to Wiki:

"The Andinia Plan (Spanish: Plan Andinia) is a conspiracy theory that alleged plans to establish a Jewish state in parts of Argentina and Chile. It is partly based on an exaggeration of historical proposals for organized Jewish migration to Argentina in the late 19th and the early 20th century (which, however, did not include plans for a Jewish state there). The name and contents of the plan have wide currency on some circles of the Argentinian and Chilean left-wing[1] and right-wing, but no evidence of its actual existence has ever been brought up, making it, according to the US-based Anti-Defamation League and the Israeli research institute Jerusalem Center for Public Affairs, an example of a conspiracy theory".

DEM

Congratulations 560sl on building up a multinational property empire - although it must be inconvenient having to cross the Andes each time you travel between your investments.

The water supply in Chile was indeed privatised some years ago and over 90% is owned by Suez, Aguas de Barcelona, Marubeni and the Ontario teachers' pension fund. Don't quite see any link to Israel.

Water supply in Argentina is mostly State controlled - so once again I see no link to Israel ? Please enlighten.

DEM

ps Your preoccupation with water reminds me of a previous poster 'Hydrant' with whom you may be familiar?

That's very interesting 560sl - I was certainly unaware of the acquisition of water rights. For obvious reasons, Israel is far more into Resilience planning for the future, than most countries. I once met a Civil Contingencies expert who commented that in the event of an all-out nuclear conflict, the only relatively safe places to be were New Zealand, Patagonia and the Falklands. I guess with global warming the Antarctic Peninsula might also qualify.

DEM

Evening Mogger - all agreed.
I think ERC Equipose carried out the original CPR on OM back in 2013 for MOG. I have a vague recollection that I had a copy of the report once - now lost in the mists of time. Don't recall ever seeing the Rebuttal Export Report.

Strongly suspect that this has been a 'done deal' since the Paris meeting in Feb 2019, which was the last time 'Quantum' appears in the ICSID Procedural Details. The past three years has mostly been RoI exploiting every possible delaying tactic allowed in the Rule Book.

In many respects the timing may be fortuitous. If RKH had received £100m net payout in 2019 or 2020 but was unable to proceed with SL due to PMO shenanigans - they would have been a sitting duck for every blood sucking asset stripper in the Western hemisphere.

As it is, the timing could not be better. A modest OM win should obviate the need for a 'working capital' placing. A mid size win should cover the £46m net cost to RKH for that part of the Phase 1 costs not covered by the NAV Pre & Post FID Loans. A large win may mean that we can avoid needing to draw down any loan monies at all and revenues from First Oil and onwards, will be ours.

My only Caveat regarding the above is that I would personally be very comfortable if Navitas was interested in participating in a RKH placing. Having NAV as a Cornerstone investor with say 25% would provide a degree of stability and long term commitment which we currently lack. At some point NAV would probably want to T/O the company - but provided it was agreed that this could not happen until after First Oil - it could be a Win-Win for all parties.

ECO(Atlantic) has a similar symbiotic relationship with the Canadian company Africa Oil Corp - having a friendly big brother watching your back has advantages and in no way impedes ECO's ability to grow as a company. AOC have a seat on the ECO BOD and I guess that in a similar situation, Navitas would also want to be able to nominate a Director. Probably no bad thing.
https://www.ecooilandgas.com/projects/key-partnerships/

DEM

Thanks again p777 for some outstanding OM links. An invaluable insight into the methodology used in assessing Quantum. In any case - certainly some light relief from processing reams of Navitas docs through Google Translate.

After a very quick skim read :

I particularly liked the 'Happy Ending' in (Para 635C) the Ecuador case.
$379.8m + interest would be very acceptable!

Did not expect to find much humour in the text but on page 1 of the Kazakhstan doc. we have the following !

"Alright. Mr Romanosov, welcome. As you, I think,
have experienced yesterday, we ask every witness to read
out a declaration to us. You have it in front of you in
English, but the interpreters are in a position to
translate it to you, so that you can do it in any
language you like, as long as it is English or Russian".

Surely a contender for the 'Arbiters Joke of the Year' award at the annual ICSID dinner.

DEM

Fascinating article in the ST today 'How the Falkland Islands became one of the world’s most affluent places'. A real insight into how the FI has evolved over the past 40 years. Not sure if link will work - if not, will be available to anyone with a ST subscription.

My thanks to TopCat - an old friend from the Don't Stop Believing days of ten years ago - for flagging up the article and providing the link.

DEM
https://www.thetimes.co.uk/article/how-the-falkland-islands-became-one-of-the-worlds-most-affluent-places-f9kc8fzjk?shareToken=2dfaeeebeaa8f483ab792a32f80199d7

Matt - hope this helps:

King & Spalding (K&S) are Rockhopper's legal Representatives in the Ombrina Mare Claim under the Energy Charter Treaty (ECT) before the International Centre for Settlement of Investment Disputes (ICSID) - part of the World Bank in Washington. ie This is not like any ordinary legal case which we might be familiar with !

K&S were recently selected by Global Arbitration Review as the number one international arbitration practice worldwide and as the best of the best, will no doubt have fees to match. As an indication, 'Magic Circle' firms in London charge upwards £1,000 per hour.

Whilst to the average Private Investor 'nothing much ever seems to happen' there have been around 40 separate legal stages so far, several generating a considerable volume of technical documents and legal arguments - some running to several hundred pages - most either initiated by K&S or requiring their input. There is a useful summary on the ICSID web site - click on the blue 'Procedural Details' tab:
https://icsid.worldbank.org/cases/case-database/case-detail?CaseNo=ARB/17/14

K&S will have been involved at every stage of the case and will also have been responsible for maintaining regular contact with Rockhopper (Claimant), Harbour Litigation (providing funding for case on a 'No Win - No Fee ' basis) and the ICSID Arbitration Panel (including Dr. Charles Poncet, the world leading Swiss Arbiter appointed by the Claimant). Just as K&S act for Rockhopper, so the Republic of Italy (RoI) as 'Respondents' in the case, have been represented by their own team of top lawyers led by Giacomo Aiello, Italian State Attorney.

I would not be at all surprised if K&S have not incurred a bill for legal costs and expenses over the past five years, in eight figures. Fortunately, if Rockhopper lose the case - which whilst unlikely is not impossible - they do not pay a penny. However, K&S's bill will have been paid in full by Harbour Litigation (nothing to do with Harbour Energy). K&S' motivation is to maintain their No 1 spot - which means winning all their large and important cases. Harbour's motivation is they are naturally keen to recoup their financial investment in the case and make a profit. (BTW Harbour conduct rigorous due diligence on all cases offered to them and only accept those where they are very confident of winning).

From discussions with Sam Moody and also other Directors since 2017, they have indicated that if the award is c$50m then the Harbour Litigation fee will be c.50%, if the award is c.$100m then the fee will be c. 40%. If the award is c.$150m then the fee will be 35% or less, reducing on a sliding scale. (Caveat: All figures are indicative only and may be more or less).

Rockhopper plc has 458m shares in issue. So every £4.58m net to Rockhopper should add 1p to the share price + whatever value the market places on Sea Lion.

DEM

Third time lucky - hopefully this one will work.
https://rockhopperexploration.co.uk/wp-content/uploads/2022/04/Rockhopper-Corporate-Update-April-2022-protected.pdf

Thanks pre2rcd - also first time I've seen it. Good find . Probably explains why BOR and ARG have suddenly come to life. Considerably expanded and updated on previous PP slide deck. Designed for showing to potential corporate investors, I think.

The big surprise is the emphasis placed on the exciting opportunities offered in the SFB - where RKH still retains 100% of retained acreage. (See Slides 3 & 12). Much talk of gas as well.

The pace quickens !
DEM