WCL 0.00% 39.5¢ westside corporation limited

landbridge's tactics and their way forward.

  1. 6,942 Posts.
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    I admit I spend my time trying to figure out which companies' are susceptible to t/o, what a predators tactics and objectives are, and what will be the likely course and outcome. Sometimes I win, mostly not, because it so often does not end up the way I anticipate.
    Witness the capitulation of EIT!

    (Whilst we are on that subject, I should reiterate my earlier post, that I asked the question, and was told that the decision by EIT to sell their shares in WCL for cash, pre-bid, was taken by the Trustees of EIT. Importantly, I understand that John Clarke was not part of that decision, because he was a Director of WCL, which necessitated that he remain behind a Chinese Wall, and not be part of those decisions. Hence, it is pretty clear to me, that as a shareholder reading the L/B documentation, that the inferences by L/B that J/C agreed with the sale of EIT's holding, appears to be misleading.)
    As far as I am aware, J/C has made no statement that he agrees with the sale, and in fact, was a member of the Board which earlier stated that the L/B offer of 36c was "manifestly inadequate". That's pretty emphatic imho.

    So why did they sell?
    Importantly, research seems to indicate that EIT's investment in WCL was non-core, was out of character with their portfolio, and the offer of a certain quick payment of 40c, which generated a profit of maybe 2c p/s, allowed them a quick exit.

    http://www.infrastructurecapital.com.au/home/funds/energy-infrastructure-trust/

    ***********************************
    Energy Infrastructure Trust

    Overview

    EIT is an unlisted unit trust that acquires assets in the infrastructure sector, predominantly in Australia and New Zealand, to provide institutional investors with consistent and attractive risk-adjusted returns through capital gains and distributions.

    Assets:
    + Mumbida Wind Farm
    + Newcastle Coal Terminal (NCIG)
    + Flinders Ports
    + Esperance Energy Project
    + Wattle Point Wind Farm
    + Kwinana Power Station
    + Neerabup Power Station
    + Steam Plants
    + Gas Pipelines of Victoria
    + Hallett Hill 2 Wind Farm
    + Westside Corporation
    ***********************************
    So their investment in an O&G explorer/developing CSG producer, does not fit the profile of wind farms, coal terminals and power stations.

    Unfortunately for us, the decision to sell changed the landscape of the L/B bid.

    THE BID
    I think this Off-Market bid, is the closest you will see to a virtual On-market bid!

    I think L/B would have launched a raid on WCL shares via an on-market bid at 40c, except that they simply did not have the last of the 2 Chinese approvals in place!

    I think that because:
    - they could get EIT shares at 40c and start with 19.99%
    - they need to move QUICKLY - note they announced their current bid immediately they completed the purchase of EIT parcel
    - they need to lockup as many WCL shares as possible to stop a counter bidder
    - WCL would not co-operate and waste WCL Mgt time again
    - the bygone - they have done no due diligence! just like an on-market bid. They evidently only have the same info we have,
    - they are prepared to pay $178m without any due diligence.
    - and that says to me that L/B sees huge upside in our company, that it is prepared to take that chance.

    What does this mean?
    I reckon:
    - once they get those two Chinese approvals, they will declare the bid Unconditional
    - that will allow them to KEEP ALL THE SHARES sent in by us s/h under the Offer
    - they then can, and will, start buying shares on the open market - but only up to 40c. I think, if they pay more than 40c on open market, then they must pay all shareholders who have accepted under the Offer, the new higher price. DYOR.
    - BUT: IF they declare the Offer Unconditional, thus keeping your shares for which you have already accepted their Offer, you are not able to withdraw your acceptance, and thus not able to take advantage of any higher Offer from a new Bidder. DYOR! . eg "IF" say Santos comes in and offers say 43c, you cannot get that 43c because L/B would already have kept your shares. However, "IF" L/B then overbids Santos, and Offers 45c, then you DO get the higher L/B Offer price of 45c.

    - so it seems to me that if you accept the L/B Offer earlier, you run the risk of missing out on a higher offer from a 3rd party.

    - it seems to me that NHC is in a different situation, in that they are actively trying to establish an O&G business (eg Bridgeport Energy) and a big s/h in WCL would sit more favourably, plus they would have the in-house experience to manage an investment in WCL.
    So I am thinking that NHC might not accept such a measly offer of 40c - and demand a much higher price from L/B?!

    - the NHC holding of about 18% is the key to the outcome of this t/o. If L/B secure that holding, then the 50.1% is a no brainer. BUT "if" a 3rd Party can secure the NHC parcel of 18%, then that almost nullifies the L/B parcel! I could see maybe Santos agreeing a price with NHC, say 50c, then launching an On-Market bid @ 50c, and running down the other big shareholdings. If Santos can secure 50%, then L/B is relegated to s/h status only, and Santos secures that the GSA arrangements and business strategy of WCL is not compromised.

    - whilst L/B currently has 19.99%, it is not out of order for a 3rd Party to come in over the top, and offer a much saner price.
    As another s/h pointed out, Arrow had 20% of Pure Energy, but BG came in and bid up Pure Energy, and eventually took 100% of Pure Energy. So they were not frightened off that Arrow already had 20%.

    Additionally, I think we s/h can take solace that Santos, GLNG, Mitsui and NHC, will simply be very uncomfortable at the prospect that an inexperienced, unknown overseas group, with no previous experience in O&G, no mgt or business presence in Aust, no local mgt, might get control of their gas resource !!

    Price is one thing --- Security of Supply is another!

    Much, much more to play out in the next few weeks imho.

    Anyway, I am no lawyer or expert - otherwise I would not be on HC, but laying back on my boat in Bahamas (with the Fat Lady!)
    DYOR and get some independant advice before you make any decision.

    cheers
 
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