ADI - Adelphi Energy

[noco]

A couple of weeks ago, ADI directors placed a value of 61cents a share. Why are they now selling us down the drain? Confused!

 

[tonudiki]

I am very unhappy at this derisory final offer by AWE of 42 cents per share.

The "Target's Statement", recently issued by ADI, demonstrated a fair value of 61 cents per share and this was after some very heavy discounting at 15% of values by PWC. A more usual and justifiable discounting rate of 10% would IMHO have produced a CURRENT fair value of over 80 cents.

This offer truly is a stich up as far as ordinary shareholders in ADI are concerned and we have been mugged unless a larger offer comes along. I am also unhappy at the weak response by ADI today.

 

[jancha]

its up to the funds to decide really

they act fast and think later, and mostly end up in front in the majority of situations..

i cant see any offers coming through with awe commanding a huge blocking stake for anyone..

its up to the shareholders to make their own mind up

i was certainly happy to hold for better days..

Sorry Agentm but what better days do you anticipate?
Dont quite follow... with management selling us down the river there'll be no ADI to have better days with.

 

[martyfar]

Sorry Agentm but what better days do you anticipate?
Dont quite follow... with management selling us down the river there'll be no ADI to have better days with.

Yeah ... I find myself asking the same question .. What better days??? It seems that in ADI allocating AWE shares in the capital raising they have held contributed to a situation where AWE is now able to hold the "symbolic knife" to the throat of ADI and its long term LOYAL shareholders and force us to accept a "firesale" price for our shares.

At the risk of being branded a conspiracy theorist, the situation as it stands today doesn't bode well for the management team of ADI ...me !!! not happy Jan

 

[Sdajii]

I took Agentm's words "I was happy to hold for better days" to mean that he *was* wanting to hold on for better days, but now that's not an option, because AWE have screwed us. The ADI board really didn't have much of an option here, the mistake was probably being made for several months, as they allowed ADI to be so undervalued for so long, and thus made it so attractive for a hostile move like AWE's. It's quite ridiculous that they did a capital raising at 25c.

I had been expecting to be a lot more than 42c out of my shares over the next few years.

 

[noco]

Does anyone anticpate what will happen if we do not accept 42 cents?
AWE have to get to 90% before they can force shareholders to sell.
What will happen to the price when the offer closes?

 

[jancha]

I took Agentm's words "I was happy to hold for better days" to mean that he *was* wanting to hold on for better days, but now that's not an option, because AWE have screwed us. The ADI board really didn't have much of an option here, the mistake was probably being made for several months, as they allowed ADI to be so undervalued for so long, and thus made it so attractive for a hostile move like AWE's. It's quite ridiculous that they did a capital raising at 25c.

I had been expecting to be a lot more than 42c out of my shares over the next few years.

Capital Raising was i sore point for me & other average holders @ 25c except for the sophisticated investors such as AWE.
AWE picked a fair amount of cheap shares then & now cleaning up with this cheap rip off offer.

So whats with ADIs Target Statement book (cost?) telling us to reject the offer a few weeks ago....whats changed?
After this week-end with directors from both AWE & ADI ADI come back indirectly saying in their annoucement to sell.....So what if 21% of the shares have been traded since the offer... Has Goldman Sach sold the 9mil they've picked up over that time?
ADI are encouraging us to sell now..why?
Whats changed other than 2c token rise & their boardroom meeting

 

[estseon]

I am very unhappy at this derisory final offer by AWE of 42 cents per share.

The "Target's Statement", recently issued by ADI, demonstrated a fair value of 61 cents per share and this was after some very heavy discounting at 15% of values by PWC. A more usual and justifiable discounting rate of 10% would IMHO have produced a CURRENT fair value of over 80 cents.

This offer truly is a stich up as far as ordinary shareholders in ADI are concerned and we have been mugged unless a larger offer comes along. I am also unhappy at the weak response by ADI today.

Agreed re stitch up. The fault lies with the ASX rules permitting a bidder to point a shotgun at the heads of PIs once it has bare control. AWE only needed 25% of the shares held by the public. The ADI directors had little choice but to make the recommendation, imo. They appear to be saying "don't expect any fairness from the new squad". The replacement directors will be answerable to AWE shareholders and they will be in a position to both de-list the ADI shares and bleed ADI dry like swamp leeches.

 

[Sdajii]

Capital Raising was i sore point for me & other average holders @ 25c except for the sophisticated investors such as AWE.
AWE picked a fair amount of cheap shares then & now cleaning up with this cheap rip off offer.

So whats with ADIs Target Statement book (cost?) telling us to reject the offer a few weeks ago....whats changed?
After this week-end with directors from both AWE & ADI ADI come back indirectly saying in their annoucement to sell.....So what if 21% of the shares have been traded since the offer... Has Goldman Sach sold the 9mil they've picked up over that time?
ADI are encouraging us to sell now..why?
Whats changed other than 2c token rise & their boardroom meeting

It's not that ADI is saying 42c is a fair price, they're saying we're screwed and have no choice. People wanting to make a quick profit bought up lots of shares at around 41c. They aren't people wanting to hold long term. Now the offer is 42c, they can get their quick profit by selling, which means AWE gets the shares. Once they get enough they can vote the ADI board out, and effectively take over, so once selling momentum builds, which is what the ADI board expect, AWE is going to get the lot, and if you don't sell now you'll probably have to take less after the offer expires, or you'll end up being forced to sell to AWE because they get a big enough share to make you.

ADI slit all our throats and their own by giving so many cheap shares to AWE. That's where the critical mistake was made. It's very disappointing.

 

[philly]

All holders please do not despair

The Corporation law places requirements and obligations on Substantial Shareholders of companies listed on stock exchanges in Australia.

The objective of the law is so that market participants, shareholders and directors of a listed company are able to identify the controllers (including the associates of those shareholders who also hold such shares) of substantial blocks of voting shares or interests in that company.

Section 9 of the Act defines a ‘substantial holding’ in shares as being a ‘relevant interest’ of 5% or more (of the voting power of those shares) under the control of a shareholder and/or his associates.

Notification Obligations
Under section 671B, any shareholder who acquires (alone or with associates) a relevant interest in 5% or more of a company’s shares must disclose that fact by lodging an ASIC Form 603 “Notice of Initial Substantial Shareholder” with the Company and the stock exchange.

This lodgement requirement also extends to a shareholder making a takeover bid even if the initial holding is below 5%.

Furthermore, for each 1% (or more) change in holding a Form 604 “Notice of Change of Interests of Substantial Shareholder” must be lodged.

And, if the holding falls below 5% a Form 605 “Notice of Ceasing to be a Substantial Shareholder” must be lodged.

These Forms must be lodged within 2 business days after they become aware of the transaction or change in % holding and by 9:30am next stock exchange trading day in a takeover situation.

Now I have searched the ASX company announcements and report as follows:
17 May 2010 AEL lodges a Form 604 advising that it holds 57,200,533 shares [33.79%] in ADI

2 June 2010 Goldman Sachs lodges a Form 603 advising that it holds 8,545,546 shares [5.05%] in ADI

11 June 2010 Goldman Sachs lodges a Form 604 advising that it now holds 10,261,503 shares [6.06%] in ADI

From this it appears that from 17 May 2010 AEL has not acquired any more that 1% of the shares in ADI. If it had acquired more than 1% then it would have had to lodge a Form 604.

I then went to the ADI website and the top 20 Shareholders as at 11 June 2010 AEL is on top with 57,200,533 shares. The same amount it held back on 17 May 2010. AEL has not acquired any shares during this takeover bid

Today I am told by the ADI BOD to sell because the hedge funds have been buying up and they will be selling at 42 cents and AEL will get a controlling interest [50.01%]

Well hedge funds are shareholders too so if they are buying up when will they be lodging their Form 603? The law requires them to do so if they acquire 5% or more. Oh they are SO SO smart that they buy less than 5% so they don’t have to lodge a Form 603.

But the problem is that AEL still needs 16.22% of the ADI shares to get control [50.01%]. So are there 4 hedge funds out there each holding 4% of the shares and all ready to sell to AEL for 42 cents?
And if there are so what? AEL can't compulsory acquire my shares until it has 90% of the shares. ITS A LONG WAY FROM 50% TO 90%
And what is AEL going to do with Sugarloaf. It's going to drill, drill and then drill some more
so I'm a minority holder I still get the benefit of discoveries and the SP will go north and I can decide when I sell and no one else

IMHO & DYOR

 

[lemontree]

All holders please do not despair

The Corporation law places requirements and obligations on Substantial Shareholders of companies listed on stock exchanges in Australia.

The objective of the law is so that market participants, shareholders and directors of a listed company are able to identify the controllers (including the associates of those shareholders who also hold such shares) of substantial blocks of voting shares or interests in that company.

Section 9 of the Act defines a ‘substantial holding’ in shares as being a ‘relevant interest’ of 5% or more (of the voting power of those shares) under the control of a shareholder and/or his associates.

Notification Obligations
Under section 671B, any shareholder who acquires (alone or with associates) a relevant interest in 5% or more of a company’s shares must disclose that fact by lodging an ASIC Form 603 “Notice of Initial Substantial Shareholder” with the Company and the stock exchange.

This lodgement requirement also extends to a shareholder making a takeover bid even if the initial holding is below 5%.

Furthermore, for each 1% (or more) change in holding a Form 604 “Notice of Change of Interests of Substantial Shareholder” must be lodged.

And, if the holding falls below 5% a Form 605 “Notice of Ceasing to be a Substantial Shareholder” must be lodged.

These Forms must be lodged within 2 business days after they become aware of the transaction or change in % holding and by 9:30am next stock exchange trading day in a takeover situation.

Now I have searched the ASX company announcements and report as follows:
17 May 2010 AEL lodges a Form 604 advising that it holds 57,200,533 shares [33.79%] in ADI

2 June 2010 Goldman Sachs lodges a Form 603 advising that it holds 8,545,546 shares [5.05%] in ADI

11 June 2010 Goldman Sachs lodges a Form 604 advising that it now holds 10,261,503 shares [6.06%] in ADI

From this it appears that from 17 May 2010 AEL has not acquired any more that 1% of the shares in ADI. If it had acquired more than 1% then it would have had to lodge a Form 604.

I then went to the ADI website and the top 20 Shareholders as at 11 June 2010 AEL is on top with 57,200,533 shares. The same amount it held back on 17 May 2010. AEL has not acquired any shares during this takeover bid

Today I am told by the ADI BOD to sell because the hedge funds have been buying up and they will be selling at 42 cents and AEL will get a controlling interest [50.01%]

Well hedge funds are shareholders too so if they are buying up when will they be lodging their Form 603? The law requires them to do so if they acquire 5% or more. Oh they are SO SO smart that they buy less than 5% so they don’t have to lodge a Form 603.

But the problem is that AEL still needs 16.22% of the ADI shares to get control [50.01%]. So are there 4 hedge funds out there each holding 4% of the shares and all ready to sell to AEL for 42 cents?
And if there are so what? AEL can't compulsory acquire my shares until it has 90% of the shares. ITS A LONG WAY FROM 50% TO 90%
And what is AEL going to do with Sugarloaf. It's going to drill, drill and then drill some more
so I'm a minority holder I still get the benefit of discoveries and the SP will go north and I can decide when I sell and no one else

IMHO & DYOR

You forget to mention AEL would have gained about 7million shares today, they probably havent submitted the 604 yet, as they have 2 days to do so. 7 million shares will bring their holdings to approximately 38%. In my own opinion we won't be seeing too much selling off until the start of july. Either because of tax considerations or because the offer ends on the 7th, so perhaps decisions are still being made!

 

[jancha]

Philly in regard to your last post....then why has ADI management changed their sentiment in the new offer that AWE has submitted?

They should be strong within their management & sit tight instead of stating if AWE achieve their 50% some directors will sell their shares & options.
All what ADI are achieving by these comments are the sale of shares post haste to AWE. Why?
This is the opposite is needed...also how many buyers who bought @ 41c would be happy selling at 42c..making a .25% profit? Chicken feed.
I can smell a rat?

 

[Sdajii]

If AWE gets over 50%, that means they can vote for pretty much anything and get it, right? Put it to a vote and they automatically win. So they can bleed ADI dry, shove it into their own pockets, and leave us stuffed.

Philly in regard to your last post....then why has ADI management changed their sentiment in the new offer that AWE has submitted?

They should be strong within their management & sit tight instead of stating if AWE achieve their 50% some directors will sell their shares & options.
All what ADI are achieving by these comments are the sale of shares post haste to AWE. Why?
This is the opposite is needed...also how many buyers who bought @ 41c would be happy selling at 42c..making a .25% profit? Chicken feed.
I can smell a rat?

People like me will probably sell out at 42c now (I initially bought in at 17.5c, then topped up and up until 41c) because there isn't a better alternative. I topped up at 41c hoping for AWE to get thrown out or for an offer of 50-60c, but I also did it with the confidence that I had a safety net of 40c (which has now become 42c). Looks like it hasn't gone well, and I'm basically just using that safety net. You don't use safety nets because you're happy about it, you use them when plan A doesn't work.

I never thought I'd be this sad about making a 65% profit in about eight months.

 

[Ramblin Round]

So here's the million dollar question...........what happens if we do not sell ? what happens to the shares do they disappear or are then rolled into ARC AEL AWE ? Strategy ideas anyone ?

 

[Agentm]

If AWE gets over 50%, that means they can vote for pretty much anything and get it, right? Put it to a vote and they automatically win. So they can bleed ADI dry, shove it into their own pockets, and leave us stuffed.



People like me will probably sell out at 42c now (I initially bought in at 17.5c, then topped up and up until 41c) because there isn't a better alternative. I topped up at 41c hoping for AWE to get thrown out or for an offer of 50-60c, but I also did it with the confidence that I had a safety net of 40c (which has now become 42c). Looks like it hasn't gone well, and I'm basically just using that safety net. You don't use safety nets because you're happy about it, you use them when plan A doesn't work.

I never thought I'd be this sad about making a 65% profit in about eight months.

nicely put

its a takeover, its a final offer.

some will take it and there may be those who will leave it.

imho its up to yourself to work it out and i think your on the money..

if no offers come through by today imho its all over..

there is a whole word of opportunities to invest into out there..

 

[jancha]

nicely put

its a takeover, its a final offer.

some will take it and there may be those who will leave it.

imho its up to yourself to work it out and i think your on the money..

if no offers come through by today imho its all over..

there is a whole word of opportunities to invest into out there..

Agentm its a final offer @ 42c till the 9th of July.
What happens if they dont get there 50%?
AWE will still hold a large portion of ADI without having the final say in anything?

 

[Agentm]

Agentm its a final offer @ 42c till the 9th of July.
What happens if they dont get there 50%?
AWE will still hold a large portion of ADI without having the final say in anything?

they held 57 mill on the 18th

got about 7.4 mill yesterday


they need 84 mill or so for the 50%

there is already 2 mill there on the sell

kinda thinking its not likely that they wont reach their objective, with major holders and the directors not about to stay around..

its just a process now imho..

 

[Bigukraine]

nicely put

its a takeover, its a final offer.

some will take it and there may be those who will leave it.

imho its up to yourself to work it out and i think your on the money..

if no offers come through by today imho its all over..

there is a whole word of opportunities to invest into out there..

Hi agentm,

I have a few small facts that i need my memory refreshed on and please feel free to correct me at any time....

1) I think in previous threads it was mentioned that you are/were a top 20 holder of ADI and in the ANN by ADI/AWE that major shareholders were consulted prior to the final .42c offer so were you a party to these negotiations??????

2) It also stated that the major players had indicated that they would be selling their stake to AWE at the .42c did that include you ????

3) Considering over the years your information has been very informative you seem subdued in your assesment of this latest development that could see the end of a company that has had your support over those years

puzzled

 

[zerolimit]

im out

i only joined in, in an attempt to make a quick buck on a good chance of a revised offer with a solid safety net.

that said for those who still want the exposure, its not like they plan to destroy the company, they still want the same thing you do! drill drill drill

it may not be so bad being a minority shareholder!

 

[luap77]

48% if the directors + GS sell. Add on major holder or a smaller hedge and that's at least 50%, hence the announcement IMO. I smell a rat, but from what I can tell this isn't that unusual in the game.