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Ann: Target's Statement, page-48

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good2no

904 Posts.

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01/04/18

23:16

Post #: 32162395
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Originally posted by Maysgr ↑

This is my take after having a read through some of the 220 page Target statement.

I fully agree with the view of the independent report and of the independent directors, that the $0.90 takeover offer was NEITHER fair nor reasonable. There were 6 main reasons,

1. Independent experts says the offer is neither fair nor reasonable.
2. The offer does not reflect the value of Realm's interest in the Foxleigh coal mine
3. The offer does not recognise the recent improvement in the Metallurgical coal price.
4. The offer does not provide an adequate premium for Realm shareholders
5. The offer is opportunistic and appears to take advantage of a Realm's suspension from official quotation
6. You may forgo fair value by accepting the offer

There were some interesting points on page 11/12
- shares last traded 13/7/17
- Hard Coking Coal (HCC) price for Sept 17 quarter US$170 tonne

March 18 price US$230 tonne.

The share prices of our listed peers have increased 60.4% during this time (Whitehaven, Stanmore, New Hope and Bathurst coal).

Realm's 70% interest in Foxleigh generated $80.3m in positive cash flows from operations in 2017.

RRP has increased its cash balance from $65.3m to $93.7m as at 31/12/17 to 28/2/18.

That's $28.4m in 2 months (annualised that's near enough to $170m in positive cashflow so from operations).

This was helped by depletion of stockpiles and an increased price. I ask myself did Realm want us to know this up until now!!

There were some interesting points on the next couple of pages, directed towards the board and Taurus in my opinion.
Taurus and the board will be being watched, no doubt by me and many other shareholders.
- any new directors appointed by the bidder will have fiduciary duties to act in the best interests of Realm.

- the non affiliated directors note that the ASX generally imposes conditions that shareholder approval is required for the removal of an entity from the official list (and for 12 months after a takeover bid any votes cast by the bidder will be EXCLUDED)

- ASX guidance on this issue also notes that an unacceptable reason for requesting removal from the official list is if the company is doing so solely or primarily to deny minority shareholders a market for their securities in order to coerce them in to accepting an offer from a controlling shareholder to buy their securities. (TAKE NOTE TAURUS).

Taurus aligned directors on the board are Gordon Gait and Michael Davies. They own 150k and zero shares respectively.

The independent directors (and ones we should support) are James Beecher, Staffan Ever and Michael Rosengren.

There are also some notes on page 26 about listing. The ASX is not required to act on an entity's request to be removed from the official list.
Hopefully at least 150 of the 878 shareholders who hold more than $500 worth of shares are wanting to see fairer valued realised for their shares.

WHAT HAPPENS NEXT?

The ball is firmly in Taurus' court.

They need to be very very careful about any board changes they may make and need to note the independent experts report.

Fair value has been set for the shares, and Taurus need to respond accordingly.

We will hear from Taurus soon, they need to provide an update on bid conditions to the market by April 6.
The bid also currently expires on April 16, they will either need to extend and/or modify before this date.

WHAT DO I THINK WILL HAPPEN?

I'm not generally one for forecasting.

I can't see Taurus letting themselves be diluted by a capital raise.

I also can't see this re-listing again.

I believe Taurus will lift the bid to something in the range of the independent experts report, which will ultimately be successful.

I await the next move from Taurus and also what the response from the independent directors will be. We don't have too long to wait.

Expand

Thank you for your analysis. With RRP reporting 49.2c EPS, the offer is blatantly inadequate.
However, we must remember that TAURUS has been ASX compliant, whilst RRP is in a tight place.

Whilst the report has placed a fair value on RRP, I do not envisage TAURUS going that high.
IMO, RRP would trade circa $1.80 if relisted. IMO, $1.20 is fair value for SH to get out.

RRP Price at posting: 8.5¢ Sentiment: Hold Disclosure: Held
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