# RPM - Roma Petroleum



## YOUNG_TRADER (9 July 2008)

Was just reading the new takeover offer from BOW for Roma and just realised that RPM has no thread

Quick background history

*May 2007 - Feb 2008 RPM traded between 4c - 6c*

*May/June 08 QGC Makes a takeover offer for RPM 18c-20c*
"The implied value of the QGC offer, which is 50 per cent cash and 50 per cent scrip, is 20 cents for each of the 254,700,311 Roma shares, valuing Roma at about $50.9 million (based on the 10 day volume weighted average price of QGC shares up to the date of this announcement of $5.66).
Under the terms of the offer QGC would pay 10 cents in cash for each share in Roma, as well as a QGC scrip component of 0.0177 QGC shares for every Roma share."

*July 08 BOW makes a new bid = around 25c RPM*


What this shows to me is that the sector is still red hot and is definately one of the places to be


Interesting how BOW have stated this
_Bow director’s believe there is a large Coal Seam Gas (CSG)
resource within PL 171 located in the Walloon CSG Fairway in the Eastern Surat Basin – Bow believes this is QGC’s primary reason for bidding for Roma._

Given the new bid *values RPM at $62m approx *I wonder exactly how much CSG there is in PEL 171?


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## Dukey (9 July 2008)

Interesting times here. With BOW - m.cap around 50$mill. - taking on QGC - mc around $4Bill!!!  WINNER takes RPM !!!!
- Difficult to dig up info on Roma. It seems they have no website.

QGC need alot more gas for their proposed LNG plant. They have said that Roma's PL171 is near their ATP651 which is named Woleebee Ck.  4 wells I think have been drilled by QGC there (from the qtly rep) and they confirm good Walloon Fairway coal seams - 28m+.
From the web GIS PL171 is about 1k east and a bit less than half the size of ATP651.   It should be squarely in the Walloon Fairway- so hence QGC's interest.

Can't help thinking they must have more than that up their sleeve though to be pulling so much interest.

The other question is ... will qgc just bid BOW out of hte contest... or would they even just bid for both of them - lock stock and barrell - just to wrap it up. Bow have some pretty useful assets of their own which I'm QGC could make use of.... and they definitely need the gas.

... Interesting times ahead...veeeerrrrry interesting!!!!!!!

---------------
YT... check out this useful QLD webGIS tenure mapping. thingy...http://www.webgis.nrm.qld.gov.au/webgis/webqmin/default.htm
(will post on the csm thread too)


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## UPKA (10 July 2008)

Im surprised that RPM hasn't jumped further today... I think QGC is definitely going to come back with a much better offer than BOW. may be in the 75m region (just a guess)? since bow already valuated RPM at 65m...


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## YOUNG_TRADER (10 July 2008)

Hey UPKA,

These are dirty dirty toxic markets where fundamentally cheap stocks trade well below their fair value while spec pennies seem to have no problem running

I agree, I doubt QGC will just back down now,

Also Dukey has a point, why don't QGC just go after BOW and RPM, will probably be cheaper and easier


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## Dukey (10 July 2008)

YOUNG_TRADER said:


> Hey UPKA,
> 
> These are dirty dirty toxic markets where fundamentally cheap stocks trade well below their fair value while spec pennies seem to have no problem running
> 
> ...




QGC already have 22% of RPM - so BOW will be pushing sh#te uphill I think.  Maybe they left it too late.

It could even be a sneaky ploy by RPM management to get a better price out of QGC...
... either way - QGC NEED that gas and they have a much bigger war chest.
Damn-it - why not just take them both out!! I'd be very surprised if they havn't already looked at BOW and have a good idea of their value.

---------------
The other thing to note here is PES - they have ATP852 - a big area just north of all this action - they have proven 30+m walloon  coals, there + other good tenements.  They will be sitting pretty I think with ALOT of high quality ATP's.    
- & QGC can't have 'em because AOE would fight them tooth and nail.   
- && PES sp has dropped alot in the current correction. I'm starting to think I need more PES.


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## grace (10 July 2008)

Dukey said:


> ---------------
> The other thing to note here is PES - they have ATP852 - a big area just north of all this action - they have proven 30+m walloon  coals, there + other good tenements.  They will be sitting pretty I think with ALOT of high quality ATP's.
> - & QGC can't have 'em because AOE would fight them tooth and nail.
> - && PES sp has dropped alot in the current correction. I'm starting to think I need more PES.




I've got a lot of PES, but you can't have them!  Even bought them in my super fund......showing my confidence (or stupidity).  Arrow will win there me thinks too.


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## Dukey (10 July 2008)

Mmmm - I know I just said I want more PES... and I do  - but I just bought RPM !!!!  
Should be fine for a short term gain I think... who-ever wins in the end. QGC shares are getting cheaper by the day so it seems a good way to get more QGC at a discount.

Going on instinct abit here and havn't spent as much time considering as I usually would so hope it doesn't backfire!!
- will keep youse posted.

Dukey ....holding RPM as of a few minutes ago.


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## UPKA (11 July 2008)

just a quick question guys:

BOW's SP has been on a steady drop  over the last few months, which is gonna affect the value of their offer. will they improve their offer due to the SP movement? What's more important? BOW's valuation on RPM - 65m.. OR BOW's SP as an implied value.


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## YOUNG_TRADER (11 July 2008)

New Unconditional QGC bid 

Queensland Gas Company Limited today announced that it will increase its offer for Roma Petroleum NL
(Roma).
QGC will increase its offer:
• From 10 cents cash and 0.0177 shares in QGC for each share in Roma;
• To 11 cents cash and 0.0177 shares in QGC for each share in Roma.


So really only a 1c increase,


But here's the interesting part, BOW now has 10.2% of RPM and climbing, so I'm sure they are now in a position to block QGC's bid


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## UPKA (11 July 2008)

hmmm I dont think BOW can block QGC's bid with only 10% holding... it needs a lot more stakes... but still a positive move. after all we need 2 to start a war


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## YOUNG_TRADER (11 July 2008)

Just made a call to an associate of mine UPKA who's a Corporate Lawyer specifically mergers and acquistions,

For a compulsory takeover a company needs *GREATER than 90%* of the shares

Conditions for compulsory acquisition under s 661A (Corps Act)
(1)(b) 90% relevant interest by number; and
75% by number of securities bidder offered to acquire i.e. if had 80% to start with (eg: 80 shares), need 75% of remaining 20 shares (i.e. 15 shares)

ss (2) disregard any RI that bidder has bc of s 608(3) (RI by 20% in body corporate)
(3) court may allow compulsory bid even where the compulsory acquisition threshold is not reached

Basically what BOW has done by acquiring 10.2% of RPM's shares is ensure that QGC can't get over 90% to do a compulsory acquistion, so even if QGC get 100% acceptance from everyone else and end up with 89.8% of RPM they cannot do a compulsory acquistion and force BOW to sell there shares

So yes BOW now has a blocking stake


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## UPKA (11 July 2008)

YOUNG_TRADER said:


> Just made a call to an associate of mine UPKA who's a Corporate Lawyer specifically mergers and acquistions,
> 
> For a compulsory takeover a company needs *GREATER than 90%* of the shares
> 
> ...




Thanks for the info YT.. looks like the situation just got more complicated. now QGC has to make an offer that would be "too good to refuse" for BOW...


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## YOUNG_TRADER (11 July 2008)

Yeah, not sure if its a good or bad thing though for RPM holders

On the + side it means like you said QGC will no doubt have to make an ubelieveably good offer to tempt BOW

But on the - side, what if BOW won't accept any offer QGC will make because they won't RPM that bad? You'll then get a stalemate and in these mkts holders will lose interest

I'm not a holder but am curious to know if there are any holders here and what there thoguths are of this development?


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## UPKA (11 July 2008)

I think the directors are leaning towards QGC's offer. As for the SP in the near term, I guess it comes with how aggressive QGC is with their T/O approach. and also QGC is backed up the BG Group... so they are not short of cash...


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## Dukey (11 July 2008)

Mmm - have been away all day.
- interesting that QGC would only tack on 1c to their offer - they probably expect/hope their share price to head north - making it more attractive.

Probably a lot more to play out here. Especially if BOW have a blocking stake as YT suggested.
.... Is it (david) BOW jumping up & punching Goliath in the nose saying... 'buy us, buy us, buy US TOO'  !!!???
- Or do they really plan to see this through?

... we'll see how it pans out I guess.


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## subi1 (11 July 2008)

Maybe BOW want ROMA'S oil interests and it is a good way to get in on the deal.

It will be really interesting if Bow's oil wells being drilled now are  a success.

I hold a small amount of BOW shares


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## Shrewd Crude (13 July 2008)

subi1,
BOW are interested in Romas permit PL171 which holds an interpreted resource of between 1 TCF to 1.2 TCF of CSG...
Worth around 3 billion dollars which represents up to $4 Per Roma Share when fully certified... 
Queensland gas prices are set to explode which is not included in the value of 3-$4 per Roma share...
QGC were being very sneeky and the bow offer represents a 14% better deal at this stage...
at closing prices Friday BOW was offering 22.14cents per roma share...
QGC was offering 19.41 cents per Roma Share...
Buying Roma shares at 20cents is very cheap because the BOW offer values them at 22.14c, theres no downside and theres upside if another company of QGC or BOW increase their offers again...
Disc, Ive held RPM since 6cents...
also holding LMPO, LMP, CTP, CTPOA, RPM, AKK, WHN
im 100% oil...
BUY Roma and accept the BOW deal and make a free 10%...

.^sc


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## grace (13 July 2008)

Shrewd Crude said:


> subi1,
> BOW are interested in Romas permit PL171 which holds an interpreted resource of between 1 TCF to 1.2 TCF of CSG...




Where did you get this from if you don't mind.  A few of us have been chasing that info.
Thanks Grace.


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## UPKA (14 July 2008)

I think the initial estimation on the gas reserve is about 650 BCF, no where near 1TCF. not sure where you got that figure from Shrewd Crude....

And if you look at the latest announcements, u would see that it's not as simple as accepting BOW or QGC's offer. QGC owns over 20% of RPM and BOW owns 10.2%, I have confirmed YT's finding that you would need to get more than 90% of the vote for an takeover... in this case, things just got very complicated...


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## UPKA (14 July 2008)

QGC just upped their RPM holding to 25%, looks like they r grabbing whatever they can while the SP is still on the cheap side... good sign


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## YOUNG_TRADER (14 July 2008)

You'd think that both of them (QGC and BOW) would just be buying on mkt up to their offer price's, but nope they're both conserving their cash .......... for now


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## UPKA (14 July 2008)

YOUNG_TRADER said:


> You'd think that both of them (QGC and BOW) would just be buying on mkt up to their offer price's, but nope they're both conserving their cash .......... for now




I think BOW already used up $4.5m of their $8m cash... so I think thats all BOW can afford. RPM is a company in the dark, I really can't find much about their projects... they are rather brief with their quarterly activity report, not very investor friendly.


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## Shrewd Crude (14 July 2008)

UPKA,
you could be quite right... once you take out 20% of VPE's stake, it could be closer to 650 BCF than 1 TCF...... its still massive and still a few dollars worth...
If roma gets taken out, theres a couple of other beauties in the market place... after Blamore CTP is going to drill a 30-70 TCF CSG target,
ICN has bigger reserves than Roma and more advanced,
and BUL is one of the best positioned in the market with announced 21.3 TCF GIP and only just over 100 Mill cap.....
this sector is truely amazing... we have seen a major selloff, get yourselves positioned for a rally...
CSG is no bubble...
im tipping that the DOW is going to rise tonight...

.^sc


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## Shrewd Crude (14 July 2008)

Whatever you do, do not accept the QGC offer, (yet)... if these smaller more leveraged stocks get taken over by the giants then there will be no leverage left for the rest of us...
next week I will provide abit of research on BOW... dont sell yet, wait and see BOWs drilling activity first (its a free look anyway)...

.^sc


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## Dukey (15 July 2008)

Shrewd Crude said:


> Whatever you do, do not accept the QGC offer, (yet)... if these smaller more leveraged stocks get taken over by the giants then there will be no leverage left for the rest of us...
> next week I will provide abit of research on BOW... dont sell yet, wait and see BOWs drilling activity first (its a free look anyway)...
> 
> .^sc




QGC ann. - up to 30% RPM now.
... at what level does the takeover become compulsory in this situation??....

That would be annoying!!


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## UPKA (15 July 2008)

i think we now need to wait for BOW's response... like YT  said be4, QGC needs to aquire 90% of the stakes for a successful takeover... but that's unlikely to happen since BOW holds 10.2% stake in RPM


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## Dukey (15 July 2008)

YOUNG_TRADER said:


> Just made a call to an associate of mine UPKA who's a Corporate Lawyer specifically mergers and acquistions,
> 
> For a compulsory takeover a company needs *GREATER than 90%* of the shares
> 
> ...




Yup - thanks UPKA - I should've read this more carefully!!

... lets hope BOW get cracking!!  - or maybe they'll just wait now and see how much QGC will offer.     Or - could they just reach agreement to retain 10% investment in RPM assets, letting QGC develop them ???


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## UPKA (18 July 2008)

looks like a bit of "counter attack" from BOW... still, i think they need to up their offer a little to tempt the shareholders... another good sign is not all directors have taken up QGC's offer.


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## Dukey (18 July 2008)

UPKA said:


> looks like a bit of "counter attack" from BOW... still, i think they need to up their offer a little to tempt the shareholders... another good sign is not all directors have taken up QGC's offer.




Sorry - I missed that UPKA - I thought all  RPM directors had accepted & recommemded QGC's offer - can't find where any other suggestion is made...

Dunno if it's worth the wait for theBOW offer...Dukey


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## UPKA (18 July 2008)

Dukey said:


> Sorry - I missed that UPKA - I thought all  RPM directors had accepted & recommemded QGC's offer - can't find where any other suggestion is made...
> 
> Dunno if it's worth the wait for theBOW offer...Dukey




well looking at the "Change of Director`s Interest Notice" only two directors have accepted QGC's offer, and one of them only sold about 1/8th of his holding... so i think he's not too keen on QGC's offer either...


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## Dukey (18 July 2008)

UPKA said:


> well looking at the "Change of Director`s Interest Notice" only two directors have accepted QGC's offer, and one of them only sold about 1/8th of his holding... so i think he's not too keen on QGC's offer either...




Mmmmm interesting....  BOW's Don Juan looks good, but I don't know enough about their regular Oil/Gas prospects.   decisions decisions....


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## Shrewd Crude (21 July 2008)

Today I completely sold out of beautiful Roma....
Getting sandwiched between BOW and QGC is no fun, and there seems like little breathing room for a new player...A new player cant be totally written off, but I just cant have funds sitting in idol...
Ive Been buying More CUE and getting more funds into a conventional type play as all my previous holdings were more risk...
all the best... later...

.^sc


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## Dukey (21 July 2008)

Shrewd Crude said:


> Today I completely sold out of beautiful Roma....
> Getting sandwiched between BOW and QGC is no fun, and there seems like little breathing room for a new player...A new player cant be totally written off, but I just cant have funds sitting in idol...
> Ive Been buying More CUE and getting more funds into a conventional type play as all my previous holdings were more risk...
> all the best... later...
> ...




I'm out too. had an order in since friday that was traded today.
A small loss - but it was a bit of a punt....  now that I'm back to full time work, I'll find something more steady.... maybe AJL .


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## UPKA (23 July 2008)

surprised that u guys sold out this early, after 2 weeks, QGC only managed to gain about 15% of the holdings... now offering quick cash incentives to persuade more holders to take up their offer, when they run out of ideas, QGC will eventually up their offer...


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## Shrewd Crude (24 July 2008)

UPKA,
I had one of the best runs Ive had, with this stock... now that QGC has come through with BOW, theres little room for RPM to get its assets fully realised which was what got me in in the first place..... I decided to buy a bunch of CUE instead and am sitting on an average of 21.8cents...
Ive got a chunk of my holdings on CUE, and LMP....
both look quite pretty...

.^sc


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## UPKA (30 July 2008)

Another substantial holder joined the race. looks like an individual...

Does anyone know wat would happen if u refuse to accept QGC's offer, and they hold less than 90% of the total holding?


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## bassmanpete (31 July 2008)

BOW makes a better offer, RPM's board issues a letter to shareholders saying that BOW's offer is better than QGC's, now QGC say they have gained effective control of RPM with 54.7% of the shares.

I take it shareholders who haven't already accepted QGC's offer can take up BOW's offer if they wish?


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## UPKA (31 July 2008)

hmmm i would wait for a lil longer... see wat move will QGC make  next... at the moment i think BOW's offer is still 10-15% superior than QGC's.


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## bassmanpete (31 July 2008)

Just to clarify UPKA, I don't hold RPM or QGC but I do hold BOW. I was hoping BOW would win out but it's not going to happen now.


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## MrDevine (31 July 2008)

Bassman, I don't think BOW ever thought they'd get 100%, how could they when QGC already had 25% before BOW put their offer on the table.

Ron Prefontaine I think wants something around 30% of RPM.

Think about it, if QGC really wants RPM, they could take BOW out too. They have $700m in cash.

I still hold RPM, and am swaying towards converting my RPM into BOW.

But you never know QGC might substantially up the offer to grab the rest of RPM.


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## bassmanpete (31 July 2008)

> Bassman, I don't think BOW ever thought they'd get 100%, how could they when QGC already had 25% before BOW put their offer on the table.




MrDevine, yes I understand that, I was surprised that BOW even made an offer in opposition to a company so much bigger than itself that already had a larger holding in RPM. Also noticed that BOW upped its holding to just over 10% thus preventing QGC from being able to get to 90%.


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