Member Info for dickupham

If Mercuria and associates had no intention of taking its stake in SQZ beyond 28.9% or whatever, then surely it would have no objection to SQZ introducing a "poison pill" (or some other form of defence for smaller shareholders) into the mix. With 28.9% and only votes cast counting at a general meeting, it would be practically a racing certainty that M and supporters would get to the 50% needed to take SQZ private, or otherwise steer it into the hands of those to whom small PIs are a nuisance that need to be got rid of.

I believe it was disingenuous of MF to say: "we're used to dealing with influential shareholders" - when asked about Mercuria's future intentions - referring of course to Jeffrey Harris stake of about 17%. There is absolutely no comparison to be made between the two (ie Harris and Mercuria). Je sens un rat.
https://www.serica-energy.com/downloads/releases/Jeffrey_Harris_Appointment_-_20-12-12.pdf

There's still time MF, but I bet you do nothing to protect us...............

dyor

I'm with you, sasa. The price is too high and shareholders would be exposed to too much risk of Mercuria and/or "the founders" taking the whole thing private when the lock in period ends.

No-one pays for tax losses, or future potential 2C resources, let alone the amounts they would need to amount to in order to bring the price paid per boe to something more reasonable.

I listened to some of yeterday's presentation by MF, who has clearly fallen in love with everything about Tailwind. I'm not into Kool-Aid personally, preferring to consider all aspects of what he's strongly advising us to enter into voluntarily before reaching measured conclusions. My gut feel since this deal was announced has been as set out above and this hasn't changed after applying thought and taking into account the many intelligently-presented posts on this board from holders. The quality of what's been written is remarkably high imv. Thanks to everyone for their contributions.

Am I right in thinking MF stated that SQZ's and Tailwind's assets are similarly valued by the market? $6pboe and $18pboe doesn't seem that similar to me. As for his comments about "really trusting these guys" whose motives align with those of all shareholders, he's either naive or content that however things pan out he (and perhaps other directors who could find themselves out of a job in 18 months time) will be treated inn the event of shareholders being forced to accept proposals that are at best unfair.

I would emphasise it is only risk I am talking about. I am not stating that being taken private is what will happen. However, if Mercuria or "the founders" have no plans to do what MF is urging us to accept couldn't be further from their minds, why are no "poison pill" proposals (for instance) being put forward for our protection? They needn't last forever, but 5 year protection seems preferable to me than 18 months.
https://www.investopedia.com/terms/p/poisonpill.asp

Still a 'no' from me on a holding I have reduced by 70% over the last 3 years as I have seen directors taking progressively increased rewards for themselves on the back of a gift from BP that fundamentally changed SQZ's fortunes whilsr denying shareholders fair reward for (in many cases) remaining loyal to the company throught thick and thin. The paltry dividends paid haven't been far short of insulting.

There is no doubt MF's micro management of the Company, in bedding down BKR personnel, extracting every last boe from SQZ's fields and considerably reducing extraction costs has been mighty impressive. It is his macro skills that have increasingly concerned me, particularly in not recruiting an out and out expert in hedging strategy who could have saved countless millions. And in not moving much earlier on the acquisitions front.

The introduction of a poison pill provision would probably be enough for me to vote 'yes'. There are many attractive features to consider - it's a question of balance

all imo/dyor

https://offices.org.uk/serviced-offices/aberdeen/7-queen-s-gardens-321.html

Makes sense, particularly if ABZ is where the action is...............

dyor

I was so incensed by the attempts to make it look as if MF and ACW had pulled off the deal of the century in acquiring 30mboe for nothing that I blew a fuse in my calculator. The words used in today's RNS are meaningless: " including identified projects having the potential over time to add over 30 million boe to 2P reserves at relatively low capital cost utilizing existing infrastructure". It serves to show only how keen MF and ACW to get you to accept that the price offered per boe of 2P reserves is verging on the insane in today's climate. As is effectively giving control to Mercuria et al by diluting shareholders at the worst possiblee time, then claiming SQZ will emerge the other side with cash and hedges of £500m+, which conveniently ignores debt of £300m or whatever. MF and ACW's failure to provide us with any tangible (or intangible) assurance re Mercuria's future aspirations is either naivety or deceit on their part.

There seems to be an indecent haste to get this substandard deal across the line. IMO it offers very little to the ordinary PI. MF and ACW see nothing but upside. SQZ's holders are significantly diluted at a false price, MF and ACW put us - and themselves - in jeopardy. MF proved exactly how good his skills are as a CEO at Circle. COO yes. CEO a resounding no. Leopards and spots come to mind.

I doubt MF or ACW will last long in the temporary roles allocated to them in the bigger entity. It will be a case of men against boys in the hard-nosed world of corposate chicanery - particularly where PE is looking for easy returns and you'd think twice before shaking hands with those presented as saviours for fear of coming out of the process missing a few fingers.

No-one's talked about management fees to Mercuria yet - or indeed other devious ways of extracting cash without accidentally paying out anything significant to PIs (aka "the mugs").

What a waste of a cash pile some shareholders mistakenly believed belonged to them, just as much as it belonged to directors. Those same shareholders probably thought MF and ACW were competent and people of integrity.

Consider yourselves educated. Welcome to the world of "honesty is the best policy, but some of us don't do too badly"

all imo
dyor

Announced on 20 December:
" Acquiring fully developed 2P reserves of 42 million boe[3] to create a combined portfolio with 2P reserves of 104 million boe[4]"........

Announced today:
"Total Tailwind oil and gas resources at end 2022 expected to be at least in line with 1 January 2022 including identified projects having the potential over time to add over 30 million boe to 2P reserves at relatively low capital cost utilizing existing infrastructure".............

it is me?

wtf is going on here?

..........just noticed that JOG now has an office in Aberdeen - not sure when it was opened.
See the foot of the relevant page: https://www.jerseyoilandgas.com/about-us/jogs-future/

Guess the call is that ABZ is where a lot of the action will be from now on. Jersey, of course, will continue be vital to operations. There's no CGT there for a start and it's a great place to live.............. :-)

Someone else can lead the speculation about the new presence north of the border. A number of serious oilcos seem have a significant presence in ABZ. I used google to unearth a few names.

I'm not sure what JOG's new presence there signifies, if anything.

dyor

The elephant in the room seems to me to be the risk of Mercuria taking the merged company private after the 18 months "lock-in" period has passed, using the clout it will have as holder of c.29% of SQZ's shares.

This prospect has already raised its ugly head:
"In addition, Mercuria has agreed not to acquire any additional shares in Serica or announce any takeover offer or potential takeover offer for Serica (subject, in both cases, to certain customary carve-outs) for a period of 18 months following completion of the Transaction".

The risk is that shareholders are offered a derisory price for their shares 18 months hence, the penalty for non-acceptance being: they become insignificant minorities in a private company with no means of selling their shares. "White knight" approaches will immediately be blocked, 75% s/h approval being needed to agree a sale of the entire undertaking (if my memory serves me correctly).

If, after the 18 months has passed, Mercuria's judgment is that to secure 50% might be too close to call, then why could they not after (say) 2 years buy enough additional shares to make winning the vote to go private a racing certainty.

In the 18 months period of waiting , with the prospect of, at best, modest rerturns for PIs hanging over the shares, significant SP appreciation seems to me to be unlikely. Quite why ACW and MF are choosing to expose PIs to the considerable downside risks associated with all the above escapes me.

Maybe the fact that Tailwinds 2021 accounts show that the highest paid director (Edwards, CEO?) was paid £1.1m comes into the equation. He would come on board as subordinate to MF. Seems unlikely to be he would be paid any less. Guesses required as to what MF's might increase to.

Always follow the money.

I haven't worked through the numbers to the extent you have, infor but the extraction costs you've come up with are a long way off MF's estimate. This needs to be reconciled.

The least SQZ could do is ask its house broker to come up with a NPV of the combined organisation immediately post acquisition. And for good measure a NPV of SQZ alone immediately pre-acquisition.

Just some basic personal views for what they're worth

dyor

infor - thanks for your Herculean efforts on behalf of all PIs.

My advice fwiw is NOT to take MF's call but ask him for a detailed written response to the points you made in your email. He'll deny without hesitation anything that's disdvantageous to him at a later stage.

I have relevant experience at the right level and been a holder here for more than 5 years. I have derisked considerably of late because I never stay invested where I think there might be dishonesty involved. This deal stinks of it.

You can contact me on altereagle51@gmail.com

FYI I'm a CA and was for many years a partner in one of the so-called "Big 4" accounting firms. might be able to add to the points you have eloquently made. I had half an hour on the phone earlier this week with a character at Vigo Consulting who looks after SQZ's PR (what PR?) behind whose skirt it turned out the directors were hiding - I'd phoned the number for Flegg appearing on a recent RNS. No way was I going to get to talk to MF or ACW if he could help it

I can provide further info if you contact me as offered above. I am the oppositie of wet behind the ears btw

"How much is per barrel in the ground worth?"

............a lot less than it was worth before Mr Big Ears and his clownish chancellor decided to drive away interest in the UKCS.......

I sold SQZ to provide the funds. My elderly aunt in Paignton doesn't get the credit this time.

Looks as if there's a share overhang. Needs to clear or there's a danger all that will happen when any news drops is the SP will recover to levels achieved when JOG didn't have any oil to speak of. Hopefully there'll be institutional interest based on fundamentals which would benefit everyone

dyor

Have just upgraded my seat on the bus at a cost of £21.38k (two transactions 4997 @ 225.6p & 4500 @ 224.75p). I'll have cracking views throughout the journey. Not a good time to be losing one's nerve, regardless of outcome. Bold or daft? You decide - I don't really care.

To my simple mind, if a deal doesn't emerge after all the assurances of the past <2 years, with the ante being raised to such an extent last November, there'll surely be no other option but to put the Company (or the oil) up for sale (subject, of course, to licence terms and NSTA approval). I can't see any interest being generated on JOG going cap in hand back to the market asking for more money to keep paying its 20 people or whatever - what for?).

How much would a fire sale raise? At present the market is saying JOG's 170mmboe is worth around 50 cents per barrel. Really?? Doesn't seem to me, therefore, there's much downside, but things rarely turn out as anticipated. Actions taken under pressure by directors and others never seem to put shareholders interests anywhere near the top of the agenda. I speak from experience.

I'm sticking to my gut feel of news this month - best guess 12th-19th January. I don't know any more than the next person whether or not "hoping for 2022 but certainly Q1 2023" converts to the dates I've put forward. In other words, I'm just guessing. What I do know is that they've had long enough - it's time to get off the pot. The main risk as I see it is that the clueless Sunak & Hunt have fatally injured the UK oil & gas industry, in that projected returns simply don't make investment in the NS viable. On the plus side, JOG's need to raise funds for investment in infrastructure makes it an ideal candidate - if there is such a thing - for FO or T/O.

£43 is probably a bit much to expect in the circumstances............

None of the above is any form of advice. Always DYOR

JamesS.......re "hope Mr B delivers on his promises . I haven’t met the chap but judging from the pro active interviews he does seem to know what he is on about"..............have you thought of talking to his cat (he's called "Tibby" - he also has two guinea pigs called "Tufty" & "Cocoa", but they're not as switched on). Tibby would certainly be able to tell you if AB "knows what he's on about", as he's bound to have been around when his master's been on the phone to various people at various times in connection with work. Cats (as well as walls) have ears, even if the saying doesn't go this far.

Just a thought..........

The live SP on Google Finance was showing JOG as down 9% when I looked at it a short time before I posted the message. It was a general point I was seeking to make and I evidently wasn't strictly comparing like with like (bid to bid; mid to mid; or whatever).

I will try harder in future.

9%+ down on volume of 83k shares? Bear in mind the actual volume is half this - assuming the MMs keep the book in balance.

............"Although multiple fiscal changes have slowed progress with closing out commercial farm-out discussions, we look forward to a successful conclusion if not by the end of the year then certainly in Q1 2023"..................

..........it would seem not everyone trusts AB to deliver on his most recent pledge.

HNY

2Fraud by false representation
(1)A person is in breach of this section if he—
(a)dishonestly makes a false representation, and
(b)intends, by making the representation—
(i)to make a gain for himself or another, or
(ii)to cause loss to another or to expose another to a risk of loss.
(2)A representation is false if—
(a)it is untrue or misleading, and
(b)the person making it knows that it is, or might be, untrue or misleading.
(3)“Representation” means any representation as to fact or law, including a representation as to the state of mind of—
(a)the person making the representation, or
(b)any other person.
(4)A representation may be express or implied.
(5)For the purposes of this section a representation may be regarded as made if it (or anything implying it) is submitted in any form to any system or device designed to receive, convey or respond to communications (with or without human intervention).

https://www.legislation.gov.uk/ukpga/2006/35/section/2

..........always votes cast

The comapny was called P.A.R.S.E.Q ..........no idea what the asterisks are about.

Never trust anyone called Rami.........

Lesson learned

dyor

" M would not let Tailwind go into this deal unless a plan was in place"..........

............the plan shareholders should be most fearful of is the possibility of Mercuria taking SQZ private after offering a derisory price for their shares. The alternative to each shareholder accepting what was on offer would be to end up as an insignificant minority in a private company with no means of selling as there wouldn't be a market in the shares. Mercuria, with just over 25% of the issued shares, would be able to block any counter bid without citing a reason for doing so.

Don't tell me this sort of thing doesn't happen because it does. It happened to me when I owned shares in a company called p****q, in which the CEO (an ex KPMG consultant of French origin) held arounf 35% of the shares. P****q had struggled over the years but, with staunch shareholder support via a number of fund raises, the corner had been turned and the Company finally had a bright future to look forward to. The CEO wanted it all for himself and got what he wanted. I spoke with two institutional holders of between 5 and 10% of the shares but neither even wanted to vote against the proposals, one telling me that if they reacted every time immoral conduct showed up in one or more of their holdings, they'd spend more time fighting battles than on research and investment.

Shareholders were righly incandescent with rage after bearing all the risks but denied their payback. fat lot of good it did them.

I think the expression is "once bitten". I smell a rodent. MF and ACW should hang their heads in shame. Where is there any protection from the above? This deal sucks and action is needed.

all imo
dyor

Glad my contributions occasionally cause amusement, Jim. It's important imv to keep a sense of humour, no matter what life can sometimes throw at us

Seasons' greetings to you & yours as well - and to all other posters on here, whether they be friend or foe. Hope that 2023 will be a prosperous year - particularly for LTHs in a company that, given a level playing playing field, should deliver significant returns in the short to medium term. Maybe - just maybe, 2023 will finally be JOG's year. "Wolf" has been cried a bit too often in the past for my liking. AB & co now need to deliver. The indications to me are that they will soon be in a position to do so. And the sooner the better afaic. Their (and my) clock is ticking.

atb

dyor

"I’m sure Benitez will deliver in 2023".............I'm not sure he will, JB. He's had a rough time since being shown the door by Everton after a series of poor results (which followed his eviction at Newcastle for similar follies). Many are saying Rafa's time is up and he should return to Spain. Maybe he already has?

You seem to believe otherwise, which is fine by me. We're all entitled to our own opinions.

Now, Andrew Benitz - there's a different kettle of fish. Many on here (myself included) firmly believe he will deliver us new year gifts aplenty. I failed to say in my last post that the difference on the bus this year is that the dancing girls have been rehearsing their schedule to keep us longer term believers entertained on the forthcoming journey. And the uniforms the "crew" (2 drivers and 6 cabin staff/waiters) have shown us a glimpse of are have to be seen to be believed...........

Yeah.