CSM - Consolidated Minerals

Hi all, this will save you the $2.70 for the AFR


ConsMin sweats on ore prices
Michael Vaughan
Release of documentation supporting Brian Gilbertson’s play for control of Consolidated Minerals is days away and it looks like the manganese price might have mciii- hers of the board sweating.
Not for the reasons one might expect: the rising price of the steel- making metal is in danger of giving more ammunition to those who argue the board-endorsed Gilbertson bid is too low.
Last year, a weak price for manganese was the main factor in a $50 million drop in ConsMln’s full- year earnings, causing the company to record its first loss since 1999.
In stark contrast, the manganese price has surged in the past two months in a run brokers at Macquarie Research described as “remarkable” this week.
ConsMin is trying to complete a transaction with Pallinghurst Resources, of which Mr Gilbertson, the one-time chief executive of BlIP flilliton, is chairman.
The deal would give Pallinghurst 60 per cent of the company.
Pallinghurst has offered ConsMin shareholders $1.38 and two shares in the new company for every five shares they hold.
The offer originally had a nominal value of $128 but a rise in the ConsMin share price means it was worth $2.50 yesterday.
The transformation Mr Gilbert- son has promised to bring to the company has widespread support but some analysts and shareholders believe his price is too low.
He plans to increase ConsMin’s manganese production to take its share of the wotid’s high-grade supply to more than its 10 per cent
Unlike nickel or zinc, manganese is not traded on an exchange.
• An offer for Consolidated Minerals now looks low.
• The board faces criticism for endorsing the bid.
Buyers and sellers of the metal settle through over-the-counter contracts or on a small spot market.
After the 2006 loss, ConsMin decided to stop issuing profit forecasts and instead give price expectations and production forecasts.
“The company believes that through providing forecasts of production and costs, along with the regular reporting of commodity prices attained by the business, analysts and investors will be better positioned to have an informed view of the profit outlook,” ConsMin said last August
The company’s most recent guidance -For manganese prices finishes at the end of the month. ConsMin expects to receive an average price of about $US2.50 per dry metric ton unit, or DMTUt
The full-year average price is forecast at $US2.30 a DMTU.
Reports of prices into China of between $US5 and $US&50 have surfaced recently, although that price includes cost, insurance and freight charges.
ConsMin does not include such costs in its contracts meaning it receives a lower headline price.
About 50 per cent of ConsMin’s sales go to China and it negotiates prices on a quarterly contract It expects to produce 900,000 tomes to 925,000 tonnes in fiscal 2007.
“Discussions for the next quarter’s pricing will be concluded later this month, at which time we will update the market on pricing should that be required,” ConsMin’s general manager for marketing, Peter Allen, said.
Meanwhile, ConsMin’s under- performing nickel business should also have received a boost, as the company is expected to rmalise all its hedging arrangements.
At the start of the June quarter, the company had just 180 tonnes hedged at $13.52 a pound.
More than 1000 tonnes of nickel should be produced this quarter and prices are now $24.55 a pound.
The Atathan Finandal Review also understands the company has made some promising drillinghits at Widgiemooltha.
ConsMin’s share price closed up 3$ at $2.80 yesterday.

Many Aussie Miners are being hit by the strength of the Aussie Dollar against the greenback. It is still my view that an upping of the current offer by 30 to 40 cents should win the day for the threesome.

Hi noirua, do you have any clue as to how much CSM will make in FY08, with current nickel, chrome and manganese prices.
Gilbertson doesn't have a chance not at 30 or 40 cents, more a buck maybe, I spoken with major holders, like several in the top 10 and many in the top 100 and they will note NO for any offer under $3.50.
They are more interested in Baxter's and Carter's heads at the moment.
Wait till the scheme documentation comes out, these big holders will make it public then. Just wait and see. These people are not fools.
Do a few calculations for yourself.
You sell 3 or everyone of your 5 shares to Gilbertson for $2.30. In otherwords you lose 50c/share on those three shares. ie $1.50. If the new Consmin opens up at $2.80 , you'll lose but Gilbertson will make $68 million, because suckers sold out. If the share price opens up at $3.55 which will be your breakeven price on your shares that were $2.80.
If they reopen at $3.55, you'll breakeven but Gilbertson will make $172 million.
You might think that its good business, but people who have millions in this think it stinks. I'm in the top 50, and I also think it stinks.

hi guys, read the story free from the Merchant cafe (free AFR) might be able to buy one more CMS share on Monday with that savings.

depending on what happened to WGR, i might buy more CSM come Monday.

thanks.

Hey, Rimtalay. Keep up the good work with the updates.

The scheme documents have just been released, on the ASX.
400+ pages, read it carefully, I bet they have left lots out.
Vote No

Rimtalay said:

The scheme documents have just been released, on the ASX.
400+ pages, read it carefully, I bet they have left lots out.
Vote No

Click to expand...

It can also be downloaded from the consmin website where it is a 7MB pdf file rather than the 18MB scanned fax on the ASX site.

Rimtalay said:

Hi noirua, do you have any clue as to how much CSM will make in FY08, with current nickel, chrome and manganese prices.
Gilbertson doesn't have a chance not at 30 or 40 cents, more a buck maybe, I spoken with major holders, like several in the top 10 and many in the top 100 and they will note NO for any offer under $3.50.
They are more interested in Baxter's and Carter's heads at the moment.
Wait till the scheme documentation comes out, these big holders will make it public then. Just wait and see. These people are not fools.
Do a few calculations for yourself.
You sell 3 or everyone of your 5 shares to Gilbertson for $2.30. In otherwords you lose 50c/share on those three shares. ie $1.50. If the new Consmin opens up at $2.80 , you'll lose but Gilbertson will make $68 million, because suckers sold out. If the share price opens up at $3.55 which will be your breakeven price on your shares that were $2.80.
If they reopen at $3.55, you'll breakeven but Gilbertson will make $172 million.
You might think that its good business, but people who have millions in this think it stinks. I'm in the top 50, and I also think it stinks.

Click to expand...

Hi rimtalay et al, All the figures sound absolutely wonderful, however, the market values CSM at $2.73 at the close on Friday. This makes the offer worth $2.47 a difference of just 26 cents. An increase of 30 cents to 40 cents would up the offer to a maximum of $2.88.

Valuations do sound wonderful on paper, but costs for development and taxation do put a dampener on some of your figures. You also seem to ignore the risk factors on some projects, from an analytical point of view.

The cash position of CSM is not all that wonderful.

Noirua (you backwards star you!),
Can you please expand on what you mean by development costs when the main increase in revenue is coming from an increase in the price received for manganese?
Cheers!

Hi Noirua
This is a rip-off, and the entire ConsMin management should be sacked.
They are hiding information and good news, the latest Ryan's Notes says that they are doing manganese deals for next quarter at $7.40/dmtu. Not at US$3.30/dmtu as it says in their scheme documents.
ConsMin shareholders need to start being vocal, don't always leave it to someone else. We have to fight this takeover now. The price of manganese is such that ConsMin will make $200 million next year, don't be a sucker and give Gilbertson $millons of shareholders money.
Send the management a clear message NOW.
Tell the management you'll vote NO
email baxter rbaxter@consminerals.com.au
Ask him why he doesn't tell the truth, why is he lying to shareholders?
When you get out your scheme documents get out your calculator, these halfwits can't even multiply. I have already found 3 calculation mistakes on one page, either a typo or stupidity. ConsMin and PWC should not present such information with so many mistakes. They can't even add up.
I won't tell you here on the forum as I believe Mr David Brook ( Investor Relations ) is monitoring the forum, and I don't want them to know of their mistakes until it is made public in newspapers.
We have caused more pain to them than you would believe and all hell is about to break loose, so sit back and enjoy. The big boys are about to blow their cool.

Hi Noirua,
I offer an open invitation to you, send an email to info@catamaransaustralia.com and I will send you the documents on chrome ore and manganese ore prices and proof that Consolidated Minerals has done deals at US$7.40/dmtu.
This means US$7.40 x 48% X 920,000= AUD$400 million. Yes it is CIF, so you need to deduct freight, insurance, port costs to get FOB
Chrome ore market is up 100%, RSA 39% Cr2O3 $270-280/ton FOB.
If the idiots at Consmin are not getting the market price then they should all be sacked. They should all be sacked anyway, including Baxter's sidekick David Brook.
Are you happy that Gilbertson will get 60% of the final dividend, and make $170 million before shareholders break-even on the deal.
If I prove it to you, then don't be a fence sitter or hide . Speak up for your rights, and demand a fair and reasonable deal for shareholders. Otherwise :hide:

In the independent expert report, it said "PricewaterhouseCoopers has determined that the Share Scheme is not fair, but is reasonable."
I do not understand why I have to accept an offer which is not fair?
How come accepting the offer is in the best interest of me?

Rank by size of Holding Name of Holder Shares held(millions) % of Shares
1 Noble Group 14.0 6.2
2 AMP Capital Investors 7.0 3.1
3 Orbis Investment Management Limited 6.9 3.0
4 Colonial First State 6.5 2.9
5 APS Asset Management 6.0 2.6

I am very interested in what they think about accepting an unfair offer.

I can tell you one of those top 5 have already told me that they will not accept the offer. I'm hoping they will talk to the others.
The entire board needs to be sacked.
The scheme documents show a FY08 budgeted manganese production 100,000 tons less than this year. They should be targeting 1- 1.1 million tons of manganese when the price is at US$7.40/dmtu.
The big boys should call an EGM and sack the board, and take it over. I suggest a 1 for 2 share capital raising at $2.50/share, we'd all keep our company, raise $280 million, pay down some dept, build a nickel concentrator and ramp up the nickel, not like the idiots we have there now. I bet the share price would be at $4 within weeks.
There is nothing fair and there is nothing reasonable about the deal.
The scheme documents are designed to down play the value of the company. Don't just casually glance at the document, get out your calculator and go through it word by word.
Baxter is a director of Titan Resources, that's what it says. The company was wound up nearly a year ago. They are too stupid to even proof read the document. If these are the people running this show, I shake my head. I've been in business 30 years and I can't believe that this is how they look after shareholder interests.

The article below raises questions as to whether major shareholder Noble Group will support Pallinghurst's obviously inadequate play for OUR-CSM.....
Maybe a call to Elman Rimtalay? Keep up the good work.

SMH Home » Business » Xchange » Article
March 27, 2007
Rival bid possible

It's possible the former BHP Billiton chief executive, Brian Gilbertson, and AMCI aren't the only ones eyeing Perth miner Consolidated Minerals.

Richard Elman, the chief executive of Hong Kong commodities trader Noble Group, tendered his resignation from the ConsMin board last week, sparking speculation Noble might be considering a rival bid for the miner.

ConsMin attributed Elman's resignation to "increasing demands" associated with his position at Noble. But John Meyer, an analyst with Numis Securities - which until recently was ConsMin's London adviser-broker - said there could be a different explanation.

"Noble Metals might look to make a rival offer for Consolidated Minerals and this could be the reason for Elman's resignation," he told clients.

A former ConsMin managing director, Michael Kiernan, is close to Noble through his new ventures such as Territory Iron, but he told Xchange he was not involved with any potential rival tilt at ConsMin. Kiernan had left amid anger from Australian institutions over his pay packet.

"The shareholders are the ones who shot me," he said. "I've had no Australian institution who has said, 'I'd like you back'."

ConsMin shares closed 4c higher at $2.36. The Gilbertson-led partial private equity bid values it at $2.28 a share.

Edited by Matt O'Sullivan

xchange@smh.com.au

Rim..... thought you might be interested in this point of view
CSM; The "rich uncle" arrives

Consolidated Minerals (CSM) has been one of the most frustrating stocks of the resource cycle to date. The company has been held hostage to the volatility of manganese markets, with earnings proving exponentially volatile. For the 2 years before speculation increased about a potential "white knight" arriving for the company, CSM underperformed the benchmark ASX200 by -75%, and underperformed the ASX200 Resources Index by -94%. Quite frankly, in market cap adjusted terms it was just about the worst performer in the ASX200 Resources Index.

Then along came Brian Gilbertson and his Pallinghurst consortium. Since the Pallinghurst consortium confirmed the structure of its offer for CSM (on Feb 22nd), the stock has beaten the ASX200 by +19% and the ASX200 Resources index by +12%.

Sometimes in investing you have some good luck. However, what are the chances that your grossly underperforming mid-cap resource stock receives a takeover offer from the former CEO of BHP Billiton, yet the proposal also allows you to participate in the upside of the new vehicle? The odds must be 10,000:1, and CSM shareholders must make no mistake that this is the biggest "get out of jail free card" they could possible have been handed.

Let alone being a "get out of jail free card" for long-suffering CSM shareholders, this "co-invest" proposal from Pallinghurst is in my opinion likely to be highly value creating for those who accept the offer, or invest in the "new CSM" when its listed.

It is honestly like CSM shareholders have found a rich uncle they never knew they had.

I spent an hour with "rich uncle" Gilbertson and his consortium members last week, and I am going to explain why I believe accepting an offer that currently values the company at -20% below today's share price is the right medium-term plan. I am also going to explain why I believe buying CSM shares on market and accepting an offer that values the company at -20% below the current share price is the right medium-term idea. Rest assured I haven't lost my mind; sometimes in life you have to think completely outside the square to make real money.

The new CSM

I have to admit I never thought I'd ever be sitting down with global resource sector heavyweights Brian Gilbertson and AMCI founder Hans Mende discussing CSM. You might have thought the topic would be AWC or RIO (maybe it will be one day), but here we are talking about the merits of their offer and vision for CSM.

The Pallinghurst Investor consortium is no lightweight partnership. It includes Pallinghurst Resources, AMCI, and Investec, while Korea's POSCO has a 16.6% call option over equity. In their own words, Pallinghurst are proposing "a company-transforming partnership with Consolidated Minerals". "The deal aims to create a new, mid-tier resources champion, with access to high-quality opportunities, capital, and world-class experience and expertise".

The vision

Pallinghurst's stated vision is to create a US$5-10bn mid-tier Australian mining company in the next 3-5 years. That's a big goal considering CSM's current market cap is A$600m. They aim to produce returns well above the industry average, which should justify a premium rating.

They aim to participate actively in the rationalisation of the ferroalloys industry. The model is based on a combination of the highly successful Billiton (organic growth + M&A), and Xstrata (key shareholder support from Glencore) models. They aim to fill the void created by the acquisitions of MIM and WMC. Quite frankly, if it was anyone else stating these goals they would be dismissed as "too ambitious", yet the track record of those involved suggest these goals are highly achievable in the timeframe suggested.

The point CSM shareholders need to understand very clearly is that Pallinghurst's plan, and ability to deliver on that plan, for CSM are greatly different from any standalone option for CSM, or any option with another Australian listed resource company. Interestingly, the CSM Board has recommended the offer.

The right co-invest model

We have been very critical in these notes about general private equity tactics in Australia. Most P.E players have brought the proverbial "cash to a script fight", with no consideration for rollover relief or co-investing options for existing target shareholders.

The Pallinghurst offer for CSM is the first in Australia where these issues have been taken into consideration, and that is one of the key reasons why it should succeed when the scheme vote comes up in the next few months.

Pallinghurst have offered CSM shareholders A$1.38 cash plus 2 shares in "new CSM" for every 5 CSM currently held. At the current CSM share price, that offer values CSM at $2.58. It's worth remembering, this was a stock that was wallowing around $1.75 before news of an approach leaked into the market. In true terms, the offer values CSM at a 47% premium to the pre-bid leak price.

I find it very surprising that I read in the press that people describe the Pallinghurst offer for CSM as "clearly inadequate". Inadequate versus what? The prevailing CSM share price seems to be the benchmark for those "inadequate offer" comments, but the current CSM share price is a clearly been driven by "the Gilbertson factor". In effect, and in my understanding of how markets work, the Pallinghurst consortium has sold their vision for CSM so well that they have attracted new investors onto the CSM register who are simply prepared to pay a premium to get assured exposure to the "new CSM".

"New CSM" will be 60% Pallinghurst and 40% existing CSM shareholders who have rolled into the new vehicle on the 2:5 ratio. What you pay on market above the implied offer price is decided by what value you ascribe to the "Gilbertson et al" factor. Currently, as implied by the CSM share price premium to the bid, that value is +20% above the offer. In my own mind that implied premium for the "Gilbertson et al" factor will prove cheap in the medium-term, and that's why I believe hedge funds are paying that premium to the implied price. They are buying to accept the current proposal. They are not buying in hope of a higher or competing offer. I can't see any other offer that could possible add more value in the medium-term to existing CSM shareholders, or why anyone would pay a 68% premium to the pre-offer CSM price without the intention of accepting the Pallinghurst proposal.

It is not a common event that we recommend accepting an offer -20% below the prevailing share price. However, as we attempt to explain above, Pallinghurst have created so much interest in their proposal from new investors that CSM has moved to a significant premium to their own offer. The temptation for CSM shareholders would clearly be to sell on market and accept the 68% premium to the pre-offer share price. However, selling on market are creating a full capital gains tax event, while giving up leverage to "Gilbertson et al." seems a very bad plan to my way of thinking. By the time you've paid CGT you basically receive after tax cash below the Pallinghurst implied offer price, and give up any upside to their clear medium-term growth aspirations.

Do not underestimate "new CSM's" growth aspirations

Section 3 of the Pallinghurst proposal is the most interesting part of the document. It is titled "What Pallinghurst brings to CSM", and this is what the hedge funds are buying.

Firstly, they bring deep pockets to CSM. CSM was short of growth capital, and Pallinghurst brings A$320 of equity commitment/cornerstone investment, and a further US$250m potential equity funding to accelerate project development. New CSM will have no shortage of potential growth project opportunities, with Pallinghurst signing a relationship deed which gives CSM first shot at projects offered to Pallinghurst.

"The rich uncle effect"

If you look at global resource house models that have delivered outperformance to minority shareholders over the last 5 years, many of the best performers do have "the rich uncle" shareholding structure.

Well if the 'rich uncle' wants to rip-off shareholders now, heaven knows what Gilbertson will do when he owns 60%

Cost to shareholders - $170.7 million to break-even
Has anyone calculated the deal and it's cost to shareholders.
For every 5 shares you own, you're giving Gilbertson 3 at $2.30 each, (5 x $1.38= $6.90/3 = $2.30) you still keep your other two shares ( now New ConsMin) valued at $2.80 in todays money. You've lost 50c /share on those three shares.
If the NewConsMin opens at $2.80, you have effectively lost $1.50 over the deal (5 shares)
Gilbertson however will make $68.28 million. (227,621,130 shares x 60% x 0.50c/share)
If the share reopens at $3.55 , you will just break-even ( your 2 remaining shares at $2.80 + the loss of $1.50 on the 3 shares you sold to Gilbertson, so add 0.75c onto each share to get to your break-even position, so $2.80 + 0.75 = $3.55.
When you manage to break even at $3.55, Gilbertson will have made $170.5 million profit on the transaction. ( 227,621,130 shares x 60% x $1.25 = $170.7 million)
Plus everyone forgets about the final dividend ( should be 8c) remember we have owned the shares for the whole year, but Gilbertson will get your 60% share of the dividend = $10.9 million of OUR money.

As far as I'm concerned Gilbertson can pay a FAIR and REASONABLE price, otherwise go somewhere else and steal someone elses shares.

The Vote No campaign is now in top gear.
Two of the top 5 holders have now confirmed they will vote NO.
NOTE
AMCI is based in the Cayman Islands as is Pallinghurst Founder LP. Pallinghurst Investor is in the process of becoming incorporated in the Netherlands ie. Netherlands Antilles. This may have significant tax consequences for Australia . The arrangements in the
Cayman Is and Netherlands Antilles is to stop you finding out what they are
doing and what tax is being paid.

As far as I am aware there are no mines in either the Netherlands Antilles or the Cayman Islands.
So not only do they plan to rip off shareholders, they also plan to rip off the Australian Government for taxes.
And Baxter and Carter want you to vote for these people and take our 60% of ConsMin. You have to be joking !!!!!

To redandgreen

Don't know where you found that bull**** about the analysis of the market premium as a proxy to Gilbertson future added value but no rational investor can accept this paradoxal argument

It is very simple.
Management and raider Pallinghurst lead by Gilbertson do everything to undervalue Consmin because it is in their interest.

Therefore I do not trust them and I don't think that they will grow the company.On the contrary I believe that they will steal assets from Consmin.

Therefore I consider that Pallinghurst offer is 1.38 $ cash per share plus NIL because of no future for minority shares.

If someone wants to appear as ridiculously naive, just try to post and explain why you would trust Pallinghurst and Gilbertson. Do not explain what they could do but what you trust they will do!

Gilbertson is the one who dares try to rape us when we have power, just imagine what he will do to you when you are a defenceless minority holder.
Note that I will certainly not stay personally as a minority holder of newconsmin, not a single day. On the very first day that I know that the offer is accepted and I am a minority holder despite the fighting I sell.

And I will prove that the minority share will not be worth much.
All those that will be minority holders if the deal happens will spend days and nights thinking "Pallinghusrt may **** me but I trust they won't do it".
And the following day, the same: Pallinghurst may **** me but I trust they won't do it"
And soon the Consmin quote will be down.

Hubisan

hubisan1asp@free.fr

ConsMin rebels seek inquiry
Kevin Andrusiak
June 13, 2007

DISSIDENT Consolidated Minerals shareholders are pushing for an investigation by regulators into the miner's commodity pricing market updates, as industry experts continue to forecast higher manganese and chromite prices.
ConsMin is in the midst of September quarter manganese and chromite contract negotiations - tipped to be concluded by the end of the month - but a growing group of angry shareholders are ramping up opposition to a Pallinghurst Resources $625 million scheme of arrangement that has been endorsed by the ConsMin board.

The deal with Pallinghurst Investor - a specialised investment vehicle of the Brian Gilbertson-led private company - would see ConsMin give up 60 per cent of the company in return for $1.38 a share and two shares in NewConsMin for every five held in the existing company.

It is understood dissident shareholders have approached a number of top-10 shareholders with assurances from some that they will not endorse the bid.

Pallinghurst needs support from at least 75 per cent of shareholders for the scheme to be successful.

Glenn Stedman, a Queensland shareholder who runs the website Consolidated Minerals Takeover Vote No, said many investors were upset the ConsMin board had not managed to drag out a higher bid from Pallinghurst, which was getting the West Australian miner for a bargain.

There was some market talk that a rival bid for the company was brewing, but industry sources said it was nothing more than gossip at this stage.

"The contact I have had with shareholders is definitely no to the bid. 'Not in a month of Sundays' is what one major investor told me," Mr Stedman said. "The price is the biggest factor, but no one really wants to lose control of the company."

"I can't understand why management was so quick to accept the bid."

ConsMin's recent market guidance, released early April, said it expected to receive an average manganese price of $US2.50 per dry metric tonne unit.

PriceWaterhouseCoopers, which provided the independent expert's advice that the bid was not fair, but reasonable, used a $US3.30dmtu price for manganese in 2007 second-half forecasts and a long-term price of $US2.50dmtu.

Consolidated Minerals closed up 7c to $2.80 yesterday, outside of PWC's $2.33 to $2.77 valuation of the ConsMin business per share. The nominal value for the Pallinghurst bid now stands at $2.50.

Rimtalay said:

The Vote No campaign is now in top gear.
Two of the top 5 holders have now confirmed they will vote NO.
NOTE
AMCI is based in the Cayman Islands as is Pallinghurst Founder LP. Pallinghurst Investor is in the process of becoming incorporated in the Netherlands ie. Netherlands Antilles. This may have significant tax consequences for Australia . The arrangements in the
Cayman Is and Netherlands Antilles is to stop you finding out what they are
doing and what tax is being paid.

As far as I am aware there are no mines in either the Netherlands Antilles or the Cayman Islands.
So not only do they plan to rip off shareholders, they also plan to rip off the Australian Government for taxes.
And Baxter and Carter want you to vote for these people and take our 60% of ConsMin. You have to be joking !!!!!

Click to expand...

Hi rimtalay, Some of the above may be misleading, as I do not believe there are the problems you may be suggesting.

AMCI ( American Metals and Coal International ) are based in, Greenwich, Connecticut, United States and are a private company. The largest suppliers of thermal coal in the U.S. They have a substantial holding in Alpha Natural Resources a leading Appalachian Coal Miner. AMCI Consmin (Cayman) LP, Investec and Pallinghurst Resources will hope to form NewConsmin with the current bid on the table. This matter may well have quite a lot longer to play out and a raised bid seems all but certain.
I doubt that there will be any consequences for Aussie investors as it only means that foreign investors can be paid dividends from an International Account and not have to pay Aussie withholding tax.

Investec, one of the partners in the bid, is quoted in London and Johannesburg.