Dragon Oil PLC Discussion Board http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion http://www.iii.co.uk/icons/logos/uk_logo.gif http://www.iii.co.uk tag:iii.co.uk,2003:tst.5554706 http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554706&action=detail Sat, 07 Nov 2009 22:42:00 GMT Benjam20008 tag:iii.co.uk,2003:tst.5554696
Dragon Oil has agreed to become a full subsidiary of Emirates National Oil Company (Enoc), Dubai’s national oil company, its majority shareholder, in a deal worth £1.14bn.

EDITOR’S CHOICE
Dragon plans on hold - Aug-17ENOC in talks to buy Dragon Oil - Jun-05In depth: Oil - Sep-02Dragon Oil eyes primary London listing - Mar-27Dragon sees profits surge - Mar-05Advisers to the oil and gas producer, which has a dual listing in London and Dublin and operates in the Caspian Sea, negotiated for five months with Enoc, which owns 52 per cent of Dragon shares and has been expected for years to table a take-out bid.

The two companies agreed a cash offer of 455p a share for Dragon’s minority shareholders. The offer values Dragon at £2.36bn and requires approval of 75 per cent of minority shareholders to complete.

By brynjon ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554696&action=detail Sat, 07 Nov 2009 22:25:00 GMT brynjon tag:iii.co.uk,2003:tst.5554684
http://www.mccannfitzgerald.ie/news_and_publications_5.asp?sID=12

Takeovers by scheme

The scheme provides a different approach to the acquisition as it does not involve an offer to each of the target's shareholders. Instead, it comprises a proposal put forward by a target company to its own shareholders which, if successful, would result in 100% of the share capital of the target being acquired by a third party. The target board will ask the target shareholders to vote on the proposal in a specially convened general meeting or meetings. The scheme must be approved by:



a majority in number

representing 75% in value


of the shareholders of each relevant class actually voting at a general meeting.

If the scheme is approved, and subsequently confirmed by the High Court, it becomes binding on all of the target's shareholders, regardless of whether or not they voted on the scheme.

Structure of takeover schemes

In takeover schemes, the entire issued share capital of the target is usually cancelled and the reserve created by that cancellation is applied to issue new fully paid shares (equivalent in number and value to those cancelled) to the acquirer, resulting in the acquirer owning 100% of the share capital of the target. The acquirer will then either pay cash or issue new shares in the acquirer (or a combination of cash and shares) to the former target shareholders in return for the cancellation of their shares in the target.

Shareholder approvals level

Careful consideration must be given to a target's shareholder profile in deciding whether a scheme might be appropriate. Where the acquirer is not confident of securing, by a takeover offer, the 80% acceptances necessary to enable it to acquire compulsorily the shares of the non-accepting shareholders, it may nonetheless believe that it would be able to muster the support of a majority in number, representing 75% in value, of the shareholders of each class who vote at the general meeting or meetings. In a scheme, shareholder apathy may favour the acquirer, as only the shareholders who vote, and the shares that are voted, are counted for the purpose of the above percentages. If a large number of shareholders do not vote, a relatively small percentage of shares voted in favour may be sufficient to carry the scheme. On the other hand, the position of a dissenting shareholder with a holding of, say, 5% of the target's shares may be enhanced in a scheme, as a small attendance of, say, less than 20% at the general meeting would enable that member to block the scheme.


Chew that over, folks.
I'm off to bed.

By Glo the dogwoman ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554684&action=detail Sat, 07 Nov 2009 22:11:00 GMT Glo the dogwoman tag:iii.co.uk,2003:tst.5554607
Less common means of consolidation are the takeover offer and the court-sanctioned scheme of arrangement. On a takeover offer, the offeror controls the process and it is easier to alter the terms of the offer, once it has been made, to combat any competing offer. On a scheme of arrangement, the scheme is the target company's, it usually controls the process and the scheme remains more vulnerable to a competing offer. A takeover offer can be declared unconditional once the offeror has received acceptances which take it over 50% of the voting rights. In contrast, a scheme requires approval by a majority in number representing 75% of the votes cast, and so it can be blocked by a determined minority. It should be possible to structure a scheme of arrangement so that no stamp duty is payable (through use of a cancellation scheme, as opposed to a transfer scheme) whereas stamp duty at the rate of 0.5% will be payable in respect of all shares acquired under a takeover offer

http://www.investmentweek.co.uk/investment-week/feature/1379324/has-deflation-closed-investment-funds By Glo the dogwoman ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554607&action=detail Sat, 07 Nov 2009 20:57:00 GMT Glo the dogwoman tag:iii.co.uk,2003:tst.5554346 http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554346&action=detail Sat, 07 Nov 2009 17:37:00 GMT dragondre tag:iii.co.uk,2003:tst.5554089 http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554089&action=detail Sat, 07 Nov 2009 14:05:00 GMT Glo the dogwoman tag:iii.co.uk,2003:tst.5554069 Glo By Glo the dogwoman ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554069&action=detail Sat, 07 Nov 2009 13:52:00 GMT Glo the dogwoman tag:iii.co.uk,2003:tst.5554064 http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554064&action=detail Sat, 07 Nov 2009 13:48:00 GMT Glo the dogwoman tag:iii.co.uk,2003:tst.5554055 My view the current bid is dead in the water By tobycups ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554055&action=detail Sat, 07 Nov 2009 13:41:00 GMT tobycups tag:iii.co.uk,2003:tst.5554008 at 71 i m not really computer literate and find posts like yours very helpful
warmest regards malkis By malkis ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5554008&action=detail Sat, 07 Nov 2009 13:18:00 GMT malkis tag:iii.co.uk,2003:tst.5553995 Benjam By Benjam20008 ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5553995&action=detail Sat, 07 Nov 2009 13:11:00 GMT Benjam20008 tag:iii.co.uk,2003:tst.5553943 http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5553943&action=detail Sat, 07 Nov 2009 12:29:00 GMT Pecunius tag:iii.co.uk,2003:tst.5553924
'they also need the
approval of a majority in number of
shareholders voting'

Not sure about the price if the bid failed. This could drag-on and on and on................oops sorry!!!

Meanwhile, I'm Pecunius By Pecunius ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5553924&action=detail Sat, 07 Nov 2009 12:19:00 GMT Pecunius tag:iii.co.uk,2003:tst.5553826
the way that I read that excellent link you have posted is that all shareholders, irrespective of the number of shares they own, have an equal vote at the Shareholders Meeting. For this reason I am currently inclined to hold on to my shares and vote no at the meeting. However I have one concern......what could happen, if the bid is voted down? Any thoughts..... Glimpant, Poitin (and I am looking forward to the rugby today), Oxides and Downes2, Fydo (is still around) etc

Regards,

CL By CompetaL ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5553826&action=detail Sat, 07 Nov 2009 11:16:00 GMT CompetaL tag:iii.co.uk,2003:tst.5553799
I've copied the reference to Ginger groups below. Maybe we should concentrate on the actual court hearing to make our point that this is a blatent attempt to rip-off the minority shareholders and request that the notice for the meeting imclude a message from us to those shareholders. Our interests are certainly not being represented by the BoD.

Also, I feel this is not a real offer but one designed to put a hold on our demands that the operation of the company by the BoD under the influence of ENOC is wrong and the funds in the bank should be used to either to expand DGO's operations or be repaid to shareholders. Its not a certainty that the share price will drop if the bid fails. I think it will rise significantly. If we succeed in blocking the bid we may be able to influence the running of the company and the BoD. They surely know that they are way out of line on this and could individually face class action litigation as a result - particularly if ENOC were to succeed in their bid and then flip DGO at a huge profit (£billions!) later.

Here's the reference to Ginger groups in the 'Ashurst' link:
'Ginger groups: There is, however, an
extra concern for bidders using a
scheme: in addition to achieving the
approval of 75 per cent of votes cast at
the meeting, they also need the
approval of a majority in number of
shareholders voting. As a result, a
relatively small group of disgruntled
shareholders can tilt the balance.' By Fan Zhen ]]> http://www.iii.co.uk/investment/detail?code=cotn:DGO.L&display=discussion&id=5553799&action=detail Sat, 07 Nov 2009 11:05:00 GMT Fan Zhen