Announcement of Proportional Off-Market Takeover Bid for Kingsgate Consolidated
Northern Gulf Petroleum International Pte. Ltd. – Announcement of Proportional Off-Market Takeover Bid for Kingsgate Consolidated Limited ABN 42 000 837 472 (ASX:KCN) We are the solicitors for Northern Gulf Petroleum International Pte. Ltd. (NGPI or Company). In accordance with Section 633(1) Item 5 of the Corporations Act 2001 (Cth) (Corporations Act), we attach a copy of the bidder’s statement of NGPI dated 16 September 2016 relating to its Takeover Bid (Bidder’s Statement). A copy of the Bidder’s Statement has been lodged with the Australian Securities and Investments Commission (ASIC) and sent to Kingsgate Consolidated Limited ABN 42 000 837 472 (Kingsgate). In accordance with Section 633(4) of the Corporations Act we give notice that the Company has specified 7.00pm (AEST) on 19 September 2016 as the date for the purposes of determining the persons to whom information must be sent under Items 6 and 12 of the table in Section 633(1) of the Corporations Act in relation to the Company’s off-market takeover bid (Register Date).
Dear Kingsgate Shareholder On behalf of NGPI, I am pleased to make an offer (Offer) to you to acquire 50.1% of your fully paid ordinary shares in Kingsgate Consolidated Limited (Kingsgate) for a cash price of A$0.042 each (Offer Price). The Offer is being made by Northern Gulf Petroleum International Pte. Ltd. (NGPI). If you accept the Offer you will sell 50.1% of your Kingsgate Shares to NGPI for cash consideration and retain the balance. 2You should accept the Offer because:
Kingsgate faces losing the Chatree Gold Mine in a matter of weeks The flagship Chatree Gold Mine in Thailand is Kingsgate’s primary production asset and main cash contributor.
3The Metallurgical Licence is crucial to the continued operation of Chatree, but to date Kingsgate has been unable to resolve outstanding issues and the Thai Government intends to allow the licence to expire and shut down the mine on 31 December 2016. 4
Without Chatree, Kingsgate’s future hangs in the balance In Kingsgate’s recently released Preliminary Final Report, Kingsgate stated that “there is a clear intention from the Thai Government to shut down the Chatree Gold Mine”. 5
In the Independent Auditor’s Report, Kingsgate’s auditor PricewaterhouseCoopers (PwC) indicated the existence of a “material uncertainty” that may cast “significant doubt” as to whether Kingsgate can continue as a going concern. 6
PwC also noted that Kingsgate’s current liabilities exceed current assets by $36,855,000 and that Kingsgate’s short term future depends on (amongst other matters) continued support from its external lenders. 7On top of that, Kingsgate has noted that its ability to continue long term would depend on, amongst other things, it successfully achieving “one or more” of the following: 8
Extension of the Metallurgical Licence at Chatree
Successfully pursuing legal and other avenues for compensation from the Thai government
Realising the value of assets including potential sale of the Chatree Gold Mine
Implementing and completing a commercially viable rehabilitation program at Chatree
To save Chatree, an urgent, effective strategy must be implemented in Thailand Clearly,
Kingsgate’s approach to dealing with the issues surrounding the Chatree Gold Mine is not working – and time is running out.
courtesy of Bell Direct
i hold KCN ...
getting interesting now
Tap Oil Ltd., Perth, is under siege from Thai millionaire Chatchai Yenbamroong’s Northern Gulf Petroleum (NGP).
NGP recently increased its holding in Tap to 19.98% from 6% and the company is now seeking to control Tap by replacing its board with its own nominees.
Tap’s major asset is 30% of Manora oil field, which came on stream in November and hit peak production several weeks ago (OGJ Online, Nov. 12, 2014). NGP is a joint venture partner in the field, which lies in the Gulf of Thailand.
NGP wants to remove Tap directors Doug Bailey, Troy Haden, and Michael Sandy and replace them with David Whitby (former chief executive officer of Nido Petroleum), Alan Stein (founder of Neon Energy), David Johnson and James Menzies.
Yenbamroong is using a Section 203D notice for the move which requires 2 months’ notice prior to the calling of an extraordinary general meeting.
Tap received the notice just after successfully renegotiating its Manora debt facility with BNP Paribas and Siam Commercial Bank with an ability to draw down $78.9 million—$10 million more than the previous arrangement. This ensures the company can meet all its financial commitments.
Tap also put in place a hedging program for 495,000 bbl of oil from Manora at $62.75/bbl to support the new facility. It has also revised the field development drilling program.
The Manora program now calls for seven of the originally proposed 10 development wells. Four wells have been deferred or cancelled.
Tap’s total estimated capital expenditure at Manora is about $105 million after repayment of the carry of NGP and reserve payments of up to $29.85 million during the first four years of production, assuming 2P reserves in the field remain above 10 million bbl.
courtesy of Oil and Gas Journal
Australia's Tap Oil Limited revealed Monday that on March 20 the Operator of the G1/48 Concession and the Manora Oil Development (Mubadala Petroleum) gave notice to Northern Gulf Petroleum Pte. Ltd. (NGP) that it is in default under the terms of the G1/48 Joint Operating Agreement.
NGP holds a 10 percent interest in the G1/48 Concession and the Manora Oil Development. NGP has failed to pay when due its 10 percent participating interest share of joint account expenses as set out in cash calls. The notice specifies a total sum in default of $27,079,863.37. NGP, and its Bermudan parent company, Northern Gulf Petroleum Holdings Ltd (NGPH) are controlled by Chatchai Yenbamroong.
The G1/48 Joint Operating Agreement prescribes various remedies in respect of a default while it is outstanding. In this circumstance, the remedies range from:
after 5 business days, NGP losing its entitlement to attend and vote at Operating Committee meetings, and to access any data or information relating to Petroleum Operations
after 30 days, proceeds from the sale of NGP’s share of Manora crude oil being directed to the non-defaulting parties who have contributed to the default amount to be applied against such contributions; and
after 60 days, compulsory transfer of NGP’s 10 percent interest to the non-defaulting parties who have contributed to the default amount
Tap will keep the market advised of all material developments in relation to this matter.
courtesy of Rigzone
a bit of history this little predator
This is the sovereign risk in doing business with regimes notes for their corruption.
Tap have been held to ransom and been outplayed by Chatchai .
Kingsgate mine will get the all clear and be able to resume mining once Chatchai takes control.
Australian Gov should be making Free Trade agreements like NAFTA which lets businesses sue the Country for"losses on future profits" due to decisions by Government.
By AAP | 16.09.2016 06:50 PM
A Thai petroleum millionaire has launched a low-ball offer for ailing Australian gold miner Kingsgate Consolidated as its future teeters on the brink.
Kingsgate shares were suspended from trade on the Australian Securities Exchange in mid-May, priced at 41 cents, valuing the company at $91.7 million.
It is facing a government-imposed closure of its Chatree mine in Thailand by December 31.
Chatchai Yenbamroong's Northern Gulf Petroleum has offered 4.2 cents per share for a 50.1 per cent stake in Kingsgate, valuing the target at just $9.4 million.
The board of Kingsgate had no prior notice of the bid, and are recommending shareholders take no action at this stage.
The Thai government dropped its bombshell in May, saying it would only extend Kingsgate's mining licence until the end of 2016, not three to five years as hoped, amid allegations nearby villages had been contaminated with arsenic and manganese.
There were also claims cyanide had escaped the mine's tailing pond, which Kingsgate vehemently rejected.
Mr Yenbamroong, who is also Perth-based Tap Oil's second biggest and most dissident shareholder, says several studies have shown the accusations against Kingsgate - spread by a handful of disgruntled former employees - are false.
Arsenic levels in Thailand's geology were naturally high, he said.
"It's not contamination - it's already there," he told AAP on Friday.
With Kingsgate's current liabilities exceeding its assets by $37 million, Mr Yenbamroong is also concerned lenders will dry up, and believes the company is not doing enough to save itself.
"They've got no solution to the challenges in Thailand," he said.
"I don't see any positive signs from them that they know how to get out of the situation. They've hit the brick wall.
"They're trying but it's got to do with strategy, access to decision makers, key people, and you have to know the environment you're in."
Mr Yenbamroong said if his bid was successful, lobbying the Thai government to renew the mining licence was his urgent priority.
"I'll be negotiating, negotiating, convincing, convincing," he said.
Gaining the support of Kingsgate shareholders would also be hard, he conceded.
"If we win, it's going to be a hard-won battle.
"It's going to be fought here in Bangkok, not in Sydney. You have to be close to the scene
courtesy of The Bull
Yes, not a very cool place to be .....
Or wait and see what happens - whether those chumps at Kingsgate can pull something out of a hat. Based on past performance I'd say there's no chance of that at all. They sold two baskets and left all their eggs in the wrong one.
There's always Chile, but who would fund that ???
depends on who is running it , the crew at TRY ( i also hold TRY ) and honest and cheap .
i would imagine KCN's name has slumped down the reputation list , next i expect to see i revolving door of golden parachutes leaving .
S32 might like a cheap take-over target ( offer KCN holders a scrip deal )
if it had finished higher i would have dumped ( one holding ) and moved into a bashed blue chip today ( TLS , CMW and ABP caught the eye as possible top-ups with the proceeds )