The latest Investing Matters Podcast episode featuring Jeremy Skillington, CEO of Poolbeg Pharma has just been released. Listen here.
The flash to bang interval in this matter will be quite short. Possibly happening on the day of the Vote after the meeting has ended.
I believe it would normally be before a Judge in Chambers and an appointment could have been arranged previously so that this could happen.
How would Plan B deal with this? What contingency measures would be needed - an injunction?
Happy to be educated on all of this by those who know.
ASI - your 1024
How about Senseman and a couple of others to add balance and expertise.
Care to throw your beret into the ring?
CA's latest RNS
"On 31 March 2023 the Fund announced that it had sent to the board of De La Rue plc ("De La Rue") a requisition notice requiring De La Rue to convene a general meeting at which a resolution will be proposed to remove Non-Executive Director and Chairman Kevin Loosemore ("the Requisition")."
"Failed Turnaround Plan, major governance and stewardship concerns and chronic share price underperformance at DLR requires replacing Chairman."
"Why this is essential?
- THE TURNAROUND PLAN HAS FAILED BY EVERY MEASURE
- STEWARDSHIP FAILINGS
- GOVERNANCE FAILINGS DEPRIVING SHAREHOLDERS OF ....CASH
- EXCESSIVE COSTS PAID TO PROFESSIONAL ADVISERS
- STATEMENTS TO MARKET PARTICIPANTS
- CHAIRMAN'S FAILURE TO TAKE RESPONSIBILITY AND PROTECT SHAREHOLDERS' INTERESTS
- URGENT CHANGE REQUIRED"
Familiar grounds, once again, for requisition of a General Meeting.
CSVP
Is this a game changer?
Reported on the Guardian in rspect of the Energy Security Day (nee Green Day) taking place in Aberdeen on Thursday.
Fears that UK’s net zero strategy will be blown off course by oil and gas pressures
"But the Guardian has revealed that the presentation will contain measures to please the fossil fuel industry, from new offshore drilling plans to a refusal to force oil and gas companies to stop flaring by 2025 – as recommended by Chris Skidmore in his net zero review. It may even give a licence to the huge, and so far undeveloped, Rosebank oil and gas field off Shetland."
"refusal to force oil and gas companies to stop flaring by 2025" - About turn at the NSTA with regard to restricting the pace of extracting oil from P6 and P8 et al back on the agenda.
"...licence to the huge, and so far undeveloped, Rosebank oil and gas field off Shetland." - The clue is in Energy Security and surely includes the greater Lancaster field?
Things are a changing and a rethink required.
CSVP
But what is the position for CA shareholders?
The fund has to be liquidated by a certain date so how does this fit in with the DCU plan?
Interested to obtain views on this.
Is it an issue for CA shareholders?
ASI - Agreed. So it is always best to consider all factors when giving a broker custody of your valuable investments.
A measure of the competence and expertise of available brokers was the level of mis-information supplied by them to clients regarding distribution of the premium share account.
Ask your broker for a letter of representation and turn up at the meeting and vote the shares.
A good broker will vote the shares in the nominee account according to the wishes of the underlying beneficial holder. Those holdings which do not cast a vote are not voted by the nominee.
In the earlier mis-represented case of 1 million shares the votes cast would be 1 million against and 999,999 for.
The only time a nominee would vote in the manner mis-represented earlier would be on a "show of hands" vote. How many representatives of nominee companies attend meetings?
Hurricane Energy plc ("Hurricane" or the "Company"), the UK based oil and gas company, announces that, following receipt of an unsolicited offer and after a period of engagement with the bidder (the "Bidder"), Hurricane has received an offer for the entire issued share capital of the Company at an indicative price of 7.7 pence per share in cash (the "Indicative Offer"). The Indicative Offer is at a premium of only 13% compared to the mid-market closing price of 6.8 pence per share on 1 November 2022. The directors of Hurricane (the "Board") have concluded that the Indicative Offer should not be recommended to shareholders.
Was the unsolicited Bidder ever identified, and in any event have Crystal Amber and Kerogen been informed of their identity?
Asking for a friend.
It is for the company’s shareholders to decide what is best for them – not company directors who have, inter alia, no personal investment in the company and have a history of serving Hurricane’s share-holders interests poorly.
For the purposes of honesty and transparency the other offers should be published – with the offeror’s names redacted if necessary.
Then informed discussion can take place and share-holders make their own decisions.
CSVP today - rather than playground *****ing
07:23
It is for the company’s shareholders to decide what is best for them – not company directors who have, inter alia, no personal investment in the company and have a history of serving Hurricane’s share-holders interests poorly.
For the purposes of honesty and transparency the other offers should be published – with the offeror’s names redacted if necessary.
Then informed discussion can take place and share-holders make their own decisions.
Part 3
The Fund has estimated that, if the Prax offer fails meaning that Hurricane continues as an independent company and depending on P6 well performance, shareholders in Hurricane would only ultimately receive between 5p and 8.5p. By contrast, this takeover offer provides growth potential which the Fund believes will deliver a far more capable and commercial management that is motivated to ensure that the contingent consideration of 6.48p per share is paid to Hurricane shareholders, resulting in Hurricane shareholders receiving 12.5p per share. Crystal Amber also believes that Hurricane's tax losses will provide Prax with significant incentives to purchase production assets, all of which will deliver existing Hurricane shareholders with what is effectively royalty income through to December 2026.
This outcome should also be seen in context. Firstly, the share prices of several of Hurricane Energy's peer group have fallen by 40% over recent months, Secondly, had Crystal Amber not succeeded in blocking the proposed and unnecessary debt restructure, which would have resulted in shareholders owning just five per cent of the company, this exit results in shareholders achieving a return 19 times greater, as a result of the then proposed 95% dilution to shareholders not being approved by the Court. Thirdly, over the last 12 months, it is widely acknowledged that the fiscal regime has become much more onerous, making the North Sea far less attractive region in which to invest. As a result, Crystal Amber is supportive of the offer from Prax and for the above reasons the Fund has agreed to provide an irrevocable undertaking to vote in favour of the Acquisition. Crystal Amber believes that Hurricane will be a very good investment for Prax. The purchase has been structured so that existing Hurricane shareholders will benefit financially from the success of Prax.
Part 2
The best way to achieve price discovery is to conduct an auction, advertise it and secure the best offer. The formal sale process ran for more than four months and attracted interest from several parties. Both Hurricane Energy and Crystal Amber consider the offer from Prax Exploration & Production PLC ("Prax") to be the most attractive offer submitted.
The Prax offer reduces the downside risk of the shares whilst providing visibility of upside far greater than if Hurricane was to remain as an independent single well operator with steadily declining production. Whilst the enterprise value is linked to future revenues at Hurricane, critically, it will also include revenues from future acquisitions by Hurricane, funded by Prax. Having met the Mergers and Acquisitions team at Prax, Crystal Amber believes that Prax has the firm intention of using the Hurricane vehicle to make significant acquisitions. For context, the P6 well at Hurricane currently produces 7,700 barrels a day. Were Prax to make an acquisition producing 10,000 barrels a day, based on $80 a barrel, Crystal Amber believes that Hurricane shareholders would be entitled to 2p per share per annum from this one acquisition. This would be in addition to approximately 1.5p a share from the P6 well.
Given Hurricane management's failure in September 2022 to achieve regulatory approval for its "P8" well after trumpeting its potential and fast payback to investors, Hurricane, under its present management, has no further growth potential. The Fund has lost confidence in Hurricane's management and has concluded that the North Sea Transition Authority will not sanction any further exploration or production. However, with Prax as the new owners, it will be possible for existing Hurricane shareholders to benefit from deferred consideration payments.
Part 1
Hurricane Energy plc ("Hurricane")
The Fund has been a shareholder in Hurricane for ten years. The investment case was based on providing capital to explore and produce oil from fractured basements in the west of Shetland region of the UK continental shelf. Exploration has proved successful and the production of more than 10 million barrels has been achieved.
Over the last decade, there has been a sea change in both attitudes and actions relating to fossil fuels, the importance of oil supplies as a national strategic asset and more recently, windfall taxes. Each has had a significant impact. The investment journey has had its good times and bad times. Prior to Covid, Crystal Amber banked profits of £43 million and retained a shareholding of just over 5%
The Fund has previously described events since the spring of 2020, which culminated in the High Court agreeing with Crystal Amber and refusing to sanction the Hurricane board's attempt to force through a highly dilutive debt for equity swap. At the time, Hurricane claimed that without a debt for equity swap, bondholders would not be able to recover more than 56% of their investment. The board had proposed that $50 million of the $230 million repayable to bondholders be converted into 95% of Hurricane's equity, with the remaining $180 million debt earning cash interest of 9.4% per annum plus payment in kind interest of 5% per annum. Hurricane's share price weakness enabled the Fund to increase its shareholding to 28.9% and as a result, substantially reduce the average cost of its remaining holding to 6.7p per share.
Last week's announcement of a takeover offer is expected, on the basis that the acquisition is completed, to enable the Fund to receive a further cash monetisation of £34.5 million and participate in future contingent payments of up to a further £37.3 million. To date, we do not believe that Hurricane has adequately communicated the rationale for and merits of the proposed takeover offer.
The statement “…Parsortix is still being used in research centres worldwide - we know this from countless peer review papers, all of which are exceptional” begs the question, how many research centres are there worldwide using it for research? Is the figure in the tens or hundreds?
And how does this number compare with the number of healthcare sites worldwide that could potentially use the Parsortix system once it has received FDA clearance for example. Thousands, millions or greater?
Perhaps we should replace the non-executive element of the Board of Directors with the five members of the investors panel featured in the BBC programme “Dragon’s Den.”
We could then be certain that the Angle executive directors would be held to account.
Furthermore, I doubt the executive directors would be capable of convincing these Dragons that Angle was currently an investable proposition. But they would receive myriads of advice, in the process, about what they are doing wrong, and product commercialisation!
Just a thought!
Agreed - good news.
However, from the abstract " ANGLE’s Parsortix® PR1 Research System*," - "*Research Use Only. Not for use in diagnostic procedures."
Lack of commercialisation does not allow the benfits to be used in the healthcae of the wider population. And that is the problem with this investment!
The world's best mouse-trap but mouse catchers are not using it because they and the mouse plagued public don't know about it!
In November 2020 the Non-executive Chairman of Angle purchased 30,000 AGL shares @45p.
In March 2023 that same individual, who is also the Chairman of the Angle Remuneration committee with two other non-executive directors, set the LTIP target of 44.5p for awarding 1,200,00 free shares to the two the executive directors.
Now why would that committee set a lower target of 44.5p in 2023 - than the 104p target set in 2018?
round objects
"optimistic that we will recieve an offer that the board and CA find acceptable."
And just how many shares do the members of the Board hold that would indicate their alignment with the interests of other shareholders?
From the RNS.
"The Ordinary Shares were acquired through finnCap Ltd. pursuant to the Company's Buyback Programme on the AIM market as announced on 20 September 2022 and will be reclassified as dormant shares under the Israeli Companies Law (without any rights attached thereon) and will be held in treasury."
I guess they can be used in the future instead of issuing / creating new shares. Acquisition / Gifting to Directors etc etc?