im voting no, page-15

re: im voting yes abeaty, kkw, 618 et al - by voting YES - you are saying that basically you are voting for better management. That you will accept only $2.02 is a reflection of your total frustration with the current Hardman management.

I would fully support this transaction if there was a full share swap - because then it would really just be changing management as far as Hardman shareholders are concerned. However, only 40-45% of shares can swap - and Tullow are getting a huge leg up courtesy of Potter and the current board. The good rise in Tullow is a reflection that the market - despite what KPMG say - thinks that this is a very good deal for Tullow.

I think KPMG have stumbled badly on the way they have dealt with Uganda - and it could rebound on them very quickly as more news is released by Tullow when the Hardman issue is resolved one way or the other. Their valuation is based on a very conservative estimate of recoverable oil - and using the cost of electricity in Uganda - rather than the cost of oil - to value the result. Weird. They should have done valuations based on the economics of say 50, 100 and 150 mbo recoverable - and done a weighted probability. This is a takeover and control valuation, not a valuation for a loan. For goodness sake, they value the Uganda oil in place at $2.02 a barrel NPV for Hardman. Who believes that? Certainly not Tullow.

I think Potter will be forever remembered and damned for his comments about Uganda - 100 to 300 mbo in place - 30 mbo recoverable. Very very misleading - and used with devastating effect against Hardman shareholders by Tullow and now KPMG. .

The fate of Hardman is now in the hands of the substantial holders - who from previous posters are a few investment houses with 31% of the company. They, and their analysts will decide whether $2.02 + whatever premium Tullow share price is - is enough - and I would expect some tough behind the scenes negotiations as to price before the sign on. Otherwise, they may negotiate an alternate restructure of Hardman that protect their position.

I would not be surprsied to see a takeover from a totally different firm, with the support of the 31% institutional shareholders - for closer to $3.00.

If the Tullow transaction collapses, I suspect that the position of Potter and the Hardman Chairman from the Woodside accounting department will be terminal - and therefore whatever happens, we will see new management - either Tullow - or a new Hardman MD and chairman.