australian government takeovers panel

It looks as if the company called TheChairmen1 is having a capital raising by way of placement and rights issue.

Since TheChairmen1 owns 55 percent of Guildford, this will have an effect on Guildford.

It would seem that Lenark Pty Ltd, whoever they are, believe that as shareholders of TheChairmen1 and/or Guildford, they have the right to know who is the major person or company the placement and rights issue is directed at.

As we observe from the prospectus though, it says "The interests of Chairmen1 may be different from those of investors who subscribe to shares in Guildford."

It also states that investors will have "limited ability to influence the management and operation of the company."

It would seem that Lenark wants the parties associated with the placement and rights issue to declare their relevant interests in Guildford shares.

Lenark wants to know who (through TheChairmen1 company) may potentially have control, or effectively TAKEOVER Guildford via the placement and rights issue in TheChairmen1.

I presume that Lenark one is simply wanting some insurance in order to protect their investment in Guildford, or they think something untoward is occurring and wish to have it investigated.

These are my assumptions, they may be close to the mark, or not.
Others may have better research.
Either way, we will be interested to see if the company replies to our e-mail requesting further clarification on the issue.

According to the Guildford Prospectus.

Guildford has been incorporated to develop assets selected by The Chairmen1.

Chairmen1 will be in a position to exert significant influence over the company.

The interests of Chairmen1 may be different from those of investors who subscribe to shares in Guildford.

Guildford will pay Chairmen1 a fee of $2,500,000 per annum payable monthly in advance.

The company will also pay Chairmen1 a fee of $20,000,000 for each 100,000,000 tons of indicated resource.

Chairmen1 will hold 50 percent of the shares in the company, and SpringSure will hold 10 percent.

As at the date of the prospectus, the directors of Guildford are directors of Chairmen1, and hold the following interests in Chairmen1.
Craig Ransley 19.04 percent.
Michael Avery 7.74 percent.
Michael Chester 3.28 percent.

Craig Ransley is a former director of SpringSure.

Craig Ransley holds 22.35 percent of SpringSure.
Michael Chester holds 4.79 percent of SpringSure.

The company has entered into a Management agreement with Chairmen1.
Chairmen1 will act as exclusive manager for the groups business operations for at least 2 years from July 2010.

Investors issued shares under the prospectus will hold only 2.5 percent of the aggregate share capital, and will have limited ability to influence the management and operation of the company.

Guildford owns 100% of the issued shares in Sierra Coal Pty Ltd;
- owns 80% of the issued shares in FTB (Qld) Pty Ltd;
- owns 80% of the issued shares in Orion Mining Pty Ltd;
- has acquired other exploration tenements and exploration tenement applications held by TheChairmen1 Pty Ltd (ACN 17 271 642) (Chairmen); and
- has entered into a sale agreement under which it has agreed to acquire, on closing of the offer of shares in Guildford, Springsure Mining Pty Ltds (Springsure) interest in the application for exploration tenement EPC 1674 (Springsure Projects).

Gw