Member Info for Kejoglo

Hello KeithR39, I tried to clarify this a few days ago. My conclusion was this (anyone out there see it differently please say); If the shares tendered by those shareholders not including Delek are less than 50% then I think the whole deal is off. This makes sense because if it did not mean this Delek could just repeat the process and slowly mop up shares and creep towards a majority. This process seeks to avoid that (I think). If you think about it the minimum number of shares Delek can hold if successful in gaining a majority is about 59.5% of the entire company. 19% they already hold and half of the remaining 81%. I don't think they can "lose" the share tender "vote" (I know it is not really a vote but in this circumstance it amounts to much the same) but still gain a majority by getting above 50%. If this is wrong please somebody tell me otherwise! Hence 1) Share tender vote less than 50%. No shares change hands. 2) Share tender vote 50% and Delek buy to gain majority and end up with at least 59.5% shareholding. Other shareholders become minority. 3) Share tender vote greater than 50% but less than 90% The Delek shareholding goes up as an example 60 - 40 in favour of selling Delek end up with 67.6% of total shareholding. What happens to minority shareholders I do not know. 4) Share tender vote 90% Delek MUST buy entire company in squeeze out. At an offer of Canadian Dollar 1.95 I personally see option 1 playing out. I don't understand your "politically correct" comment. These people are after the value held in this company! Whether they are after it at 120p a share or at a revised bid they are after getting at your shares for as little as possible. I cannot understand what has happened timing wise unless I come to that conclusion.

Foresight, londoner7, I think both your comments are generally reasonably. Foresight sums up the situation well and I suppose I cannot help but be cynical of the board because of the timing etc. My only difference is I cannot believe it is simply naivety. I would not be that naïve and I do not understand the minutiae of the process! Londoner7 your comment about what additional information the news should have contained and how worded has made me reassess things. Perhaps having waited such a long time with delays after delays, not just the junction boxes but the time fpf1 spent in Gdansk and the journey etc. well perhaps I did want a bit of bunting! Particularly as the timing of the offer and the boards reaction made me (amongst many others) very cynical. Given that we were waiting for junction box fixes I was surprised there was no mention as to how well that work had been achieved and the general safety situation, this was a topic in January but at the latest news release it was not mentioned, almost as if it had happened a long time earlier. Some dates as to when the "on-going commissioning" would be complete would have been good. Also whilst production figures are obviously not yet known we could have been given a timescale as to when that data would be available, rather than just saying we'll bundle everything into the final results. In short a news release that said here's good news, this is what it means risk wise and here are some dates at which we'll know more. If that is "bunting" - well why not after a very long wait? I am not on about ramping here but relaying actual good news in a positively structured way. As far as re-rating on first oil being minimal or not, well that's the whole issue isn't it? We'll never know now as that moment has gone.

Take a look at my posts. I have always argued that people should not expect news all the time and that having many meaningless news releases is detrimental. However, and it is a big however, the timing of this deal and the subsequent news release is simply not good enough - it smacks of the board looking after themselves and not working for all shareholders. Whether they like it or not that is the picture they are presenting. I want details and not bunting very much like yourself but in that news release we had neither! Regarding ramping up production - you say this is in Delek's interest. The most important thing in Delek's interest at the moment is gaining control of Ithaca at C1.95 a share. If this was not the case then why accept the deal before good news is released and then why release good news so pathetically (with no details)? If the "real" value of Ithaca as represented in its share price had risen to 1.25p+ would the Delek deal be more or less likely to go ahead at 120p? Now perhaps I have not the expertise to work out the minutia of the process but I can just about work that one out.

Just to add about what is happening now. It is an important question in that are we ramping up production in which case will we hear about it? Or are we not doing much at all in which case we need to ask the question why? Again is it all about not looking too good during the next month or two? If the company is being run properly we'll be ramping up production and getting ready to tell us all about it in a way that is sensible, sober and detailed but certainly not whispered shamefacedly.

If this board of directors had been presented with exactly the same offer as is now on the table at the time imminently before good news but without their own positions being quite nice with share option payouts (or whatever they are called) and jobs etc then there is no doubt in my mind they would NOT have backed it unanimously. They are not stupid! The timing of the deal announcement and the subsequent downbeat RNS are indicative of the way the other shareholders are being treated. I mean the bod have not even attempted to be subtle! They have basically said we have agreed this deal now (pre-news) so that it looks better than it is and we have released very long-awaited good news in a way so pathetically obviously poorly as to say and we are continuing to play everything down. It makes me wonder just what is happening in the company now? Are we ramping up production? If we are will we find out via the company or will we have to rely on observations from outside the company for news? Are we to have a news blackout between now and the deal vote - we certainly better not have.

The "Ithaca story" is going to be quite different whatever happens. If we have a Delek majority shareholding (but not a complete squeeze out) then things will be different because they have complete control (I am not saying better or worse but different) and if we have "no change" well we will have changed because what then happens to the management team? It will be an uncomfortable and untrusting situation for a while. Some if not all would have to go. If Delek play it too clever they may end up losing out with Ithaca. Once a vote had been rejected (if that happened) then Delek's break fee will also be gone I assume. At that point another bid could descend on us - a bid that is waiting for us to reject. Waiting for us to show them how much we think the company is worth! The way I see it is that the shareholders are up in all scenarios if we reject (unless oil crashes after the vote or something sinks - but hey this is Ithaca so we know that). What concerns me is just how much Delek and the board have the vote stitched up. A clean end to this would I suspect be for Delek to raise the offer. I think 150p would do it easily at the moment and I fear to say perhaps even a little less (this is not necessarily what I would be bailing out at but what I think would nail it for Delek). If the market scents that this bid will fail the sp may wobble for a bit but then it would be on the up. I think we are about at a proper market value right now regardless of the offer.

Londoner7, foresight, thanks for your comments. Londoner7 said; "I've asked the question about Delek's option to increase their shareholding beyond 20% if the 50% threshold isn't achieved on the Stockhouse BB. I'd expect Canadian shareholders to have some experience of the possible bid outcomes." This is an important point. Hopefully a vote of less than 50% means no shares at all are sold however if it simply means Delek don't have to buy but can if they WANT to then we are in a strange situation. A "near miss" (say a vote in favour of 45% of the non-delek shareholders) would mean the deal would be rejected by a majority of the non-delek shareholders but if Delek could then buy the shares it would become the majority shareholder and the bod would be untouchable. It would be sensible for the 50% to be the trigger which has to be met for any sale to Delek but we need to know this is the case for absolute sure. Some company law is not that sensible.

Thanks for your post londoner7. See below, you said; "If less than 50% is tendered, Delek may acquire those shares but they are not committed to do so" This is actually one bit I was unsure about. Delek can actually lose the vote ie be less than 50% of the remaining shareholders voting for the deal but still become majority shareholder and essentially control the company. A vote of say a bit more than 3/8ths of the remaining shares would just enable that. Could Delek buy up what shares were offered even if they then did not become majority shareholder, say to get them up to 45% or so? Once again thanks for the reply

Forgive me if this is obvious or old hat to you all but I want to be absolutely certain on a few points. Can you let me know if my summary is correct? 1) Delek own 19.7% of Ithaca, the board of directors own 2.6%. For the purposes of the vote does the "remaining shareholders" include the bod 2.6%? Or is the remaining shareholders the 77.7% who are not Delek and the board. I was under the impression that for a Canadian "takeover bid" the original party needed to be an over 20% shareholder in the company which Delek would only be with the guarantee of the boards 2.6%. 2) If the vote is for the 77.7% who are not Delek or the shareholders does the following hold; There are 412.7 Million shares in total (from Ithaca website but is this still correct??) 77.7% of this is 320.67 Million shares. If 90% or over of this 320.67 Million shares (288.6 Million shares) vote for the deal Delek buys them and all the remaining shares on a squeeze out. All shareholders sell, Delek own entire company and it is taken off stock market. If 50% or over but less than 90% of this 320.67 Million shares (160.34 Million shares or more) vote for the deal then Delek buys the shares voting for it and the remaining shares owned by those not voting for the deal remain held by the original shareholders. Delek becomes majority shareholder but Ithaca still listed on stock exchange. If less than 50% of this 320.67 Million shares (less than 160.33 Million shares) vote for the deal. The deal fails and Delek buy none of the shares. Current shareholders still hold shares and Ithaca still listed on stock market and there is no majority shareholder. (This last point is the one I am least sure about).

I had thought the exact same thing yesterday and had began to post a comment but got distracted. We could be at the "real" share price now - but what happens next?

Simply put if we compare where we would have been without this deal we have to conclude that come the vote the Board have agreed to sell at a DISCOUNT (in my opinion) - it won't even be a small premium. There is, to me at least, no conceivable reason why a deal was entered BEFORE news of first oil. It is obviously and simply wrong. That the deal includes an 18 Million Canadian Dollar break fee, at an offer of 1.95 Canadian Dollar per share, is an absolute disgrace! The news of first oil was tantamount to an admission of guilt. It was whispered to the world like a boy showing us a biscuit after being caught with his hand in the cookie jar. .... and now the share price stagnates as the market wonders how it can get at the value that is undoubtedly in Ithaca. If you cannot convince then confuse eh?

If there is a $13m break fee does that mean any potential suitor will gamble on a shareholder vote rejection before making a bid? Is that the Delek tactic? Just what do this bod think they are doing agreeing to that kind of rubbish. They are like pigs fighting to get their heads in the trough.

Strangely I seem to be agreeing with you Stocksluut and I understood every word you typed! However the end of March is a long way off. Many things may happen! It is impossible to know what will happen only what has happened and what has happened makes me think this is not over yet. Work that out.

Stocksluut, what language are you trying to use? "Sorta speak! $$$$$$ yup" - I mean I actually don't know what you are trying to say. Obviously it is nothing actually worth knowing so don't bother clarifying but I would suggest you work on your basic english if indeed that is what you were attempting.

I think there are an awful lot of "options" held by the BOD and other employees which would probably be fully paid up on a takeover. I imagine something of this ilk may well grease the wheels, plus they would be keeping their jobs on who knows what terms. As for the vote I cannot see very many voting for it unless there has been something as you say "genuinely underhand" going off. Being bamboozled is what they want. If you can't convince then confuse. As I said earlier today's news is good news for Ithaca - don't let them make you think otherwise and don't let them get your shares very cheap! Check out Malcy's blog. article "Ithaca- Alert, being sold out on the cheap…"

Absolute garbage and what is worse my old Monkey is that you know it. If your calculations come to 120p then lets see them. The fact that this board accepted the deal imminently BEFORE first oil news says it all. Instead of having speculation we would have had a true market reaction and then you could have a meaningful bid. The way they have done it can never be seen as fair - it is quite simple.

It is neither good or bad news for Delek because they already knew! It is unquestionably good news for Ithaca who are now sitting very pretty. Our BOD's have tried to release this news in the most understated way imaginable which can only mean they would rather not have everyone seeing it as GOOD NEWS. Well it is very good news for Ithaca and it only reaffirms the fact that yes they are trying to shaft us because 120p is not only too low an offer it is possibly even lower than what we would be on now without the offer. Who is going to vote to sell at what is, in reality, a discount?

Accept 11% on the price BEFORE game changing news! They are accepting it priced at a discount now!

Much as our devious BOD seem to want to belittle the biggest news we've had for a very long time we should not forget that it is GOOD NEWS! We should shout it from the rooftops! We have first oil! We can build up production, pay off debts, invest and the future looks good. All we have to do is shake off this ridiculous offer and then this devious BOD. Now whilst that may be difficult because they are trying very hard to get at our money it is made possible by that same money - once the amount of money each investor (big or small) is going to lose out on in the short term never mind long term is realised then there will be a rapid firming up against this deal. Unless there is something illegal going on how on earth could this offer be accepted?

An awful lot of those 17m shares will be the same people selling and then buying back. The only real reason to sell being to free up cash. As we get closer to the vote that as an option becomes less important.