Below my updated appeal to the ASX. I invite fellow travellers to copy it and use it as your appeal to the ASX Ltd. We need a flood of emails to the ASX Ltd today.
SUBJ: Re: Tomorrow's meeting of OIP shareholders (Tues 23/2/2010)
Dear Candice,
Further to my earlier appeal to the ASX Ltd dated 19/2/10 copied below, the following is this OIP shareholder's detailed argument in support of that appeal.
This foundation shareholder in Orion Petroleum appeals to the ASX Ltd to instruct the Board of OIP to adjourn tomorrow's meeting of OIP shareholders to a date after the Octanex Bidders Statement has been lodged so that Orion shareholders have a reasonable period after the lodgement of that Bidders Statement to afford them adequate time to fully consider the alternatives now open to them, to recall their proxy for the OIP/GGX merger meeting scheduled for tomorrow,Tuesday 23rd Frbruary 2010, and to obtain and lodge a proxy opposing the passing of the Resolutions to be put to that meeting.
Orion members are currently faced with the prospect of merging with Gas2Grid under proposed schemes of arrangement to be voted on by the members and optionholders in Gas2Grid Limited on 24 February 2010, with a meeting of the members of Orion being held on 23 February 2010 to approve the issue of Orion securities and enable the proposed merger to be implemented.
Additional information has been despatched by Orion to its members for their consideration and has only been received by this shareholder in the mail last Thursday 18/2/10 .
This information does not include hard copies of the correspondence from Menzies & Partners to BDO, Grant Thornton and Mulready Consulting Services Pty Ltd complaining of various matters relating to the proposed merger of Orion and Gas2Grid. This recently mailed material gives Orion shareholders only minimal time to:
- Access that correspondence from Orion?s website at www.orionpetroleum.com.au;
- Properly consider the matters raised in that correspondence;
- Recall their proxies lodged before the bid by Octanex NL was announced; and
- Then obtain and lodge proxies opposing the passing of the resolutions to be put to the meeting.
No additional proxy form was forwarded to Orion shareholders with the information despatched to them by Orion. Proxy forms are available from Orion?s share registry at [email protected] but must be completed and returned to Registries Limited, GPO Box 3993, Sydney, NSW 2001 or faxed to +61 2 9290 9655 by 11.00am on Sunday 21 February 2010 to be valid. No street address for delivery to Registries Limited has been provided.
Orion shareholders have minimal time to access the additional information, consider it and decide how to vote in relation to the resolutions being put to them. The outcome of those resolutions will materially alter the future of their company.
If the proposed merger with Gas2Grid proceeds, the approximate $11.8 million in cash presently held by Orion will be dissipated within 12 months after the merger for what will be, in this shareholder's opinion, no material benefit to Orion or its shareholders.
The Gas2Grid scheme booklet notes at page 11 that "although the merged group will have funds to pursue planned exploration activities, those funds will only be sufficient to fund work programs in the immediate future (i.e. over the next twelve months). After such period, the merged group may need to raise additional debt or equity funding to maintain its work programs."
According to the Gas2Grid Appendix 5B for the quarter ended 31 December 2009, Gas2Grid had only $969,000 cash at bank at 31 December 2009. This figure does not take into account liabilities already incurred by Gas2Grid for work carried out on its tenements, including the costs of the aeromagnetic survey over the St Griede licence in France and work carried out on SC 44 in the Philippines, as announced by Gas2Grid. It does not take into account the costs incurred to date by Gas2Grid in the merger, or accrued and ongoing corporate costs.
The Appendix 5B indicates that, as matters stand, Gas2Grid has minimal prospect of meeting its liabilities, present and future, without raising significant new debt or equity funding. If the merger proceeds, a substantial portion of Orion?s significant cash holdings ($11,802,000 as at 31 December 2009) are intended to be applied for the purpose of enabling Gas2Grid to meet its liabilities (which liabilities Gas2Grid may not otherwise be able to meet).
Any additional capital raising will dilute existing Orion shareholders. Further, whether Orion, if it merges with Gas2Grid, will be able to raise additional capital and at what price is unknown at this time. Without drilling success the price at which any additional capital is raised by Orion is likely to be low.
The independent valuation of Gas2Grid?s tenements is, in this shareholder?s opinion, defective as the information provided in the report is not sufficient for any person reading the report to be able to draw any reasonable conclusion concerning the validity or accuracy of the value of Gas2Grid?s tenements and therefore the value of Gas2Grid?s shares.
In the opinion of this shareholder, the Gas2Grid tenements are not worth the value ascribed to them in the independent valuation, and as a result of the limited information in the valuation report, the Orion shareholders are, effectively, asked to take the valuation at face value.
Orion shareholders and the ASX Ltd should note that Orion?s independent expert, BDO, has stated that all three independent directors of Orion, out of a board of five directors, resigned in October 2009 "as a result of a disagreement between the directors and ESG (Orion?s major shareholder) as to the direction of the company, and the benefits of potential mergers". This shareholder assumes that this is a reference to the proposed merger with Gas2Grid.
The resignations of three highly qualified and experienced directors, one of whom was OIP's Chairman should not be ignored!
Orion shareholders and the ASX Ltd should note that the primary beneficiaries of the proposed merger of Orion with Gas2Grid are the major shareholders in Gas2Grid, which include entities associated with Mr Dennis Morton and Mr David King. Mr King is a director of Eastern Star Gas Limited ("ESG") and interests associated with him have significant interests in both Gas2Grid and ESG. Mr Morton was previously a director of, and managing director of, ESG and holds significant shareholdings in both ESG and Gas2Grid.
Orion shareholders and the ASX Ltd should further note that Mr Russell Langusch, a director of Orion, is a related party of each of Gas2Grid and Orion and, although classified by Orion as independent, cannot, in this shareholder?s opinion, be considered as independent. Mr Langusch was, until recently, a director of Gas2Grid and was appointed to the Orion board on 2 October 2009. He resigned from the board of Gas2Grid on 9 October 2009: less than a week before the merger proposal was announced.
Orion?s 1,345 members will have had no time to consider the proposed Offer by Octanex and most, including those who do not have regular access to the internet and the ASX and Orion websites, which means generally small shareholders or those without computer skills or facilities, will not even become aware of the Octanex offer before they, and the members of Orion generally, are forced to come to a decision on how to vote in relation to the resolutions, the outcome of which will materially alter their rights and the future of their company.
Unless the meeting is adjourned the great bulk of the 1,345 Orion members will be arbitrarily deprived of their right, as shareholders, to consider a proposal that many are likely to consider is in their best interests and of significantly more value to them than the proposed merger with Gas2Grid.
----- Original Message ----- From: "Fairgopat" To: Candice Trevenna Sent: Friday, February 19, 2010 2:41 PM Subject: REQUEST FOR OIP MEETING TO BE RESCHEDULED
Dear Candice,
In addition to my earlier enquiry seeking clarification on ASX Rule 10.1, another unrelated issue has arisen for which I as a shareholder in OIP, now seek a rescheduling of the OIP/GGX merger meeting of OIP shareholders scheduled for next Tuesday 23rd February for a least two weeks time.
The issue is the takeover bid for OIP announced by Octanex NL (OXX) yesterday after the market closed. There is insufficient time between the OXX announcement yesterday (Thurs 18/2/10) and the merger meeing next Tuesday (23/2/10) for OIP shareholders to recall their vote on the merger in the light of what appears to be a better offer conditional on that merger not taking place.
Accordingly this OIP shareholder requests the ASX to direct the OIP Board to reschedule the GM for next Tuesday for at least 2 weeks time.
Regards "Fairgopat"
----- Original Message ----- From: "Fairgopat" To: Candice Trevenna Sent: Tuesday, February 09, 2010 2:42 PM Subject: Re: GGX and OIP Company Complaint
Dear Candice,
Thanks for your reply advising action was in progress on those questions for which I am seeking ASX clarification.
Regards "Fairgopat"
----- Original Message ----- From: Candice Trevenna To: "Fairgopat" Sent: Tuesday, February 09, 2010 2:27 PM Subject: GGX and OIP Company Complaint
Dear Mr "Fairgopat",
For your records, please refer to the attached.
Kind regards,
Candice Trevenna | Customer Service Officer ASX Limited | 20 Bridge Street | Sydney NSW 2000 t: 131 279 or +61 9338 0000 | e: [email protected] | f: +61 2 9227 0885 w: www.asx.com.au
OIP Price at posting:
7.8¢ Sentiment: None Disclosure: Held