platina's translation, 20 Sep 2002, 06:13 PM EDT
ragingbull.lycos.com
{following from platina}
This might surprise U, as well as upset U; and in the latter I enjoy what I'm doing (LOL)
I was encouraged to translate different News published in Norw. by a non-member, that was awaiting the PASSWORD to post on RB. That is strange, because it should take abt. 2 mins., but here are my translations which I think all US stockholders are entitled to know.
DONT KILL THE MESSANGER, THOUGH !!!!!!!
There are 3 links in yr hyperlink !!
The first 1st is (before I even look at the others) as folls:
Full WAR in PGS.
American shareholder mobilizes against Jens Ulltveit-Moes wish to make signifigant changes in the BOD of PGS. Next Friday, the General Assembly, can consequently develop into a full scale War around the crisis ridden seismic- and oil developing Co.
Since the Norw. Billionaere entered the scene and bought shares, becoming the main shareholder in PGS, with more than 10 % of the shares, and requesting an Extraordinary General Assembly, in which vote for election of new members of the BOD as well as Aurhority to make a Rights Issue is on the Agenda, it has been anticipated that he will take full control of the Company, says Aftenposten. (Aftenposten being the biggest but also the most serious newspaper in Norway)
Quiet Mobilisation.
Amongst the American shareholders, it is said that there is a quiet mobilisation, because they are provoked by UM's behaviour, which they compare to a President's *Coup d'état*, according to information received by Aftenposten by sources close to the show.
Several American shareholder reacts, according to the newpaper, that, in Norway, it is possible, in a timeframe, all the way upto the very Day of the General Assembly, to suggest a new composition of BOD !!!
Furthermore, American shareholders question the fact that it is possible to give Notice of ONLY 14 days for a General Assembly.
The American side, it is said, is also against Ulltveit-Moe's unveiled 'promisses', to relocate PGS to Norway.
The Americans dominate.
Ulltvei-Moe can, in addition to his little more that 10 %, according to Aftenposten, surely account on support from the Odin-Funds Group, controlling 6.2 % of the shares in PGS.
American shareholders, hwvr, owns more than 50 % of the Co. It is, hwvr, uncertain how many of them will turn up in the General Assembly, or give their Proxy to others.
With respect to PGS's squeezed balance sheet, the new shareholders, takeing the lead of the Co. after Sep 27th, must undoubtedly have to convience the Banks (Creditors) to give some concessions.
No 2 is:
Much the same. American shareholder, owning more than 50 % of the Co. How many of those will participate, or give their ''we call it Authority'', whilst U wud call it a proxy, is uncertain.
I said before that as long as the ''legitimate'' owner is shown, the votes count, contrary to sending your lawyer or Butler.
In addition to the resistance from the Americans, Ulltveit-Moe can come across, OLD, but legitimate financial agreements in PGS. These are Agreements, set up against hostile takeover, which amongst others can trigger both large Parachootes to the Administration as well as loan Agreements to PGS.
No. 3 :
You are really putting me to the test (LOL)
I've been through this with Ericsson's Rights Issue; wholy marcrell, ADR's and ADS's and Rights EXERCISING, contrary to SELLING of Rights !
COUP D'ETAT !!
American shareholders, owns shares in-directly, through ADR's (American Depositary Receipts). These certificates means that the American shareholders are anonymous.
Explanation as to ADS and ADR:
Quote
What is ADR and ADS ???
ADR stands for an American Depositary Receipt. ADS stands for an American Depositary Share. An ADR is a receipt for the shares of a foreign-based corporation held in the vault of a U.S. bank, entitling the shareholder to all dividends and capital gains. An ADR is the certificate that represents a number of ADS's.
Unquote
The problem with ADR's, is that PGS/PGO announced that the Holder of the ADR's cannot give Proxies to vote on issues on which there are at present no concrete alternatives. (I dont personally ustand this, but that's what it says).
And with respect to the vote on BOD, there will be no alternatives before actually on the General Assembly it'self. The Big Question will then be, if a ADRs's representative on the General Assembly, though Proxies, and vote in other matters that already is on the Agenda, can count (voting power according to shareholding), in the voting for BOD !
Any change in BOD requires support from over 50 % of the Representative Capital Holding ATTENDING the General Assembly. If the ADR's are counted into the Capital Holdings they are in practice to reccon as NO votes to ANY change in PGS. (This I dont ustand, but it is what it says)
NO KEY. (Those familiar with Latin, the word is Fasit)
Sources connected to the Co. informs that there, in Norway, are two Law Schools in this arena, and NO KEY.
From what, Aftenposten, is told, the decision, wether or not the ADR's are to count in the Capital Basis for the election of BOD, is the person that leads the General Assembly. In the case of PGS, his name is know as Reidar Michaelsen. In this case it gives him a formidable upper-hand, both, towards Ulltveit-Moe, and the Americans, that have mobilized, quietly.
If, Michaelsen count the ADR's worthless, in the vote for BOD, the Americans can hardly stop Ulltveit-Moe. But, oposite; if Michaelsen counts the ADR's in, it will be difficult to reach any change to the composition of the BOD.
Unquote
These are trying time, and I must admit it is ludicrous that such uncertainties shall exist, AT ALL. I can only conclude myself, that the Regulations we now see utilized to the extreeme, in practice will just be damaging to the Norwegian Stock Companies, as a whole.
We hv politicians that preach International Trade and Cooperation, yet they are incompetent in EVERYTHING they try to accomplish.
I hope that this will not totally pizz US investors off in investing in Norwegian Co.'s. I've personally been in Shipping for more than 30 years, which is one of the most International biz's there is. I'm personally sad to see that circumstances can arise, like with PGS, it is not really the intension of the Norwegian Biz Community.
But as in all biz, opportunity knocks - Right or Wrong !!
And with this I Bid U G/Nite ! |
