TO ALL
Following some DD on Bradstone. It might help some of us to make up our mind before sending in our proxies.
All I heard up until now on this thread was "BAD, BAD Bradstone". After reading the following I am not so sure anymore.
PS. My appologies for the long post
Participants involved with Bradstone Equity Partners Inc
Atkinson Robert G
 became a director of Co 9701
Black Wesley David
 became a director of Co 9706
Blodgett Alex W
 became a director of Co 9805
HJ FOREST PRODUCTS INC
 Predecessor Company 9709
JEDA PETROLEUM LTD
 was disclosed as an investment of Co 9802
PERUVIAN GOLD LTD
 was disclosed as an investment of Co 9805
SPUR VENTURES INC
 was disclosed as an investment of Co 9708
WATERSAVE LOGIC CORP
 was disclosed as an investment of Co 9804
All roles for Atkinson Robert G
403401 BC
 was disclosed as a shareholder of Co 9210
429934 BC
 was disclosed as a shareholder of Co 9505
A & E Capital Funding Inc
 became a director of Co 9410
 was disclosed as holding an option on shares of Co 9612
Argyll Energy Corp
 is a former director of Co
BIG ACK INV
 is or has been a shareholder of Co
BIGACK INV
 is or has been a shareholder of Co
Bradstone Equity Partners Inc
 became a director of Co 9701
Brassie Golf Corp
 became a director of Co 9307
 was disclosed as holding an option on shares of Co 9512
 was disclosed as a shareholder of Co 9512
Caring Products International Inc (1)
 bought a private placement in Co 9510
 was disclosed as a shareholder of Co 9510
Consolidated Ramrod Gold Corp
 became a director of Co 9410
 became a former director of Co 9506
Dimitra Developments Corp
 was disclosed as a shareholder of Co 9511
 became a director of Co 9511
Edper Group Ltd (The)
 is a former director of Co
Enterprise Development Corp (2)
 became a consultant to Co 9606
Etac Sales Ltd
 is a director of Co
 became a former director of Co 9105
FC Financial Corp
 became a director of Co 8810
 became a former director of Co 9008
First West Canada Capital Corp
 became a director of Co 9212
Gleneagles Petroleum Corp
 became a director of Co 9710
 was disclosed as holding an option on shares of Co 9710
Global (GMPC) Holdings Inc
 became a director of Co 9501
GORDON CAPITAL
 was disclosed as a shareholder of Co 9106
 was disclosed as a former shareholder of Co 9306
Harbour Petroleum Co Ltd
 was disclosed as an officer of Co 9803
Highbourne Capital Corp
 became a director of Co 9410
Industrial & Environmental Services Ltd
 is a director of Co
 became a former director of Co 9105
International Equity Ltd
 is a director of Co
 became a former director of Co 9105
Jeda Petroleum Ltd
 became a director of Co 9511
 was disclosed as a shareholder of Co 9511
 bought a private placement in Co 9701
 bought a private placement in Co 9801
LOEWEN ONDAATJE
 was disclosed as a shareholder of Co 8409
Loewen Ondaatje McCutcheon Inc
 became a director of Co 8709
 was disclosed as a shareholder of Co 9005
 became a former director of Co 9103
LOM WEST MGMT
 is or has been a shareholder of Co
LOM WESTERN SEC
 was disclosed as a shareholder of Co 8409
LOMWEST MGMT
 was disclosed as a shareholder of Co 8408
Mednet International Ltd
 is a director of Co
 became a former director of Co 9105
Moiibus Resource Corp
 became a director of Co 9701
Pagurian Corp Ltd (The)
 is a former director of Co
Peruvian Gold Ltd
 became a director of Co 9805
Profco Resources Ltd
 became a director of Co 9210
 was disclosed as a shareholder of Co 9301
Quest International Resources Corp
 became a director of Co 9410
 became a former director of Co 9506
Raypath Resources Ltd
 became a director of Co 9703
Spur Ventures Inc
 was disclosed as holding an option on shares of Co 9603
 became a director of Co 9603
Stocker & Yale Inc
 became a director of Co 9404
Stocker & Yale Inc (2)
 became a director of Co 9512
 became a former director of Co 9704
Summex Mines Ltd
 became a director of Co 9805
TFH International Inc
 became a director of Co 9410
Total (Group NEW) Inc
 became a director of Co 9501
Trask Corporation Ltd
 is a director of Co
 became a former director of Co 9105
Trimin Enterprises Inc
 became a director of Co 9203
 was disclosed as a shareholder of Co 9203
 became a debtor of Co 9404
True Exploration Corp
 became a director of Co 9604
 was disclosed as a shareholder of Co 9604
Vercan Investments Inc
 became a director of Co 9704
 was disclosed as a shareholder of Co 9712
WaterSave Logic Corp
 became a director of Co 9704
 was disclosed as a shareholder of Co 9712
Westfort Petroleums Ltd
 is a former director of Co
Bradstone Equity Partners Inc -
Shares of Peruvian Gold acquired
Bradstone Equity Partners Inc BEP.A
Shares issued 0 1997-10-28 close $1.31
Thursday Nov 13 1997
Mr Robert Atkinson reports
The company has acquired a 10% interest in Peruvian Gold.
Bradstone Equity Partners has purchased 1,424,500 shares over a number of months and has, today, exceeded 10% of the outstanding shares of the company. The shares were all purchased on the VSE at a cost, including commission, of $1,275,697.
Bradstone Equity Partners has also reached an agreement to acquire an additional 575,000 shares for a total holding of 1,999,500 shares or 14% of the outstanding shares.
Bradstone Equity Partners Inc -
Here they come, groan
Bradstone Equity Partners Inc BEP.A
Shares issued 0 1998-01-06 close $1.2
Wednesday Jan 7 1998
See Peruvian Gold Limited (PVO) Street Wire
by Stockwatch Business Reporter
Given the near-depression levels of junior-company share prices, newsletter writers, analysts and other crystal ball-gazers have plenty of bargain-priced favourites to recommend these days. Many old pets that barked at $10 a share earlier this year are now in the one-dollar kennel. However, the bear market is also attracting investors who want to buy entire companies: takeover specialists are eyeing companies trading at a discount to cash breakup, and that is making the management of these companies extremely nervous.
One such takeover target is Peruvian Gold, which is trading at around $0.88, but which has been as low as $0.72 recently. With 14.2 million shares and $12.5 million in the treasury (as of December 11), its breakup value is estimated at par with its current trading price. This figure does not include the value of its major properties, which are thought to be of reasonable quality.
The stock also is one of John Kaiser's 100 bottom-fish picks for 1998. In a sign of the times, he recommends Peruvian in the December 1, 1997 Kaiser Bottom-Fishing Report at $0.80, a step that follows numerous earlier, and mostly higher buy suggestions since he helped finance the company in 1995.
On November 28, Bradstone Equity Partners, a subsidiary of A&E Capital Funding, announced it had acquired a further 545,000 Peruvian shares for a total of nearly two million shares, or 13.8 percent of the company's stock. "The purchase was made for investment purposes," and carried out on the VSE at market, according to a statement by Bradstone principal Robert Atkinson.
Bradstone's interest appears to have prompted Peruvian's management to seek a shareholder-rights measure, or poison pill, designed to make a hostile takeover far less attractive. In a December 17 statement, president David Henstridge told shareholders the Peruvian board unanimously adopted a shareholder-protection rights plan designed for the good of all concerned, and so forth.
Oddly, Mr Henstridge's letter said the board was "not aware of any current or pending takeover bid" to acquire control of the company, and that the rights plan was adopted as a result of a "general concern" that the existing regulatory framework governing takeover bids might not allow shareholders to gain full value for their stock should an unwanted bid take place. Mr Henstridge added the plan will not entrench current management but rather will allow for a negotiated takeover should it be required.
In an interview, Mr Henstridge conceded that Bradstone-A&E is considered in the market as the prime takeover contender, but that Bradstone's is not the only offer management is considering. "Let's put it this way, there are many proposals on the table," he told Stockwatch, adding he expects a formal offer from Bradstone presently.
Peruvian's lack of knowledge of a takeover rests on a legal definition: "A takeover as such is when somebody who bids for you 100 percent in the marketplace," says Mr Henstridge. "That has not happened and I have no proposals for that kind of a takeover bid on my table. However, when you look at the proposals that are on the table you could conceive, I suppose, that it might lead to [that]."
Mr Henstridge believes Bradstone intends to take a 17-percent position in Peruvian - well short of the 20-percent mark, after which parties must, according to the BC Securities Act, declare their intentions and make a general offer for the entire company. Bradstone was obliged to announce its 13.8-percent position due to the BC Securities Commission's "early warning system" that click in when a company or individual acquires more than 9.9 percent of a target.
The Peruvian board clearly is concerned about the intentions of Bradstone and Mr Atkinson. "I can only say if you research Bradstone and see what they've done in the past. I don't think it's been in the interests of any of the groups he's tackled," Mr Henstridge contends. "The evidence suggests he's not going to be friendly at the end of the day." Later, the Peruvian president said, "When I made that comment, it was not my comment; it was other people's comments, so I don't think you should attribute that to me."
As for whether or not Peruvian would actually invoke the shareholder-rights plan, "that's another question altogether," Mr Henstridge states. He explains putting the measure in place would make Peruvian so undesirable as to be a "scorched-earth policy" and the matter would probably spend years before the courts. Nevertheless, he says, the board is prepared to take that risk should a hostile offer be so low as to be "totally ludicrous."
Peruvian will probably not entertain bids anywhere near the current trading price. Its 52-week trading range is $0.72 and $2.80, and reached a high of $7 in May 1996. Later that year, the company made a private placement of three million shares at $4.50.
Bradstone's Mr Atkinson was unavailable for comment about his company's intentions regarding Peruvian.
Yorkton analyst Art Ettlinger agrees with Mr Henstridge that Peruvian's cash is the attraction for takeover vehicles such as Bradstone. Mr Ettlinger also notes that the market is so depressed that Peruvian is getting no premium for its properties, which include the Lara porphyry copper project.
In fact, Yorkton has released a report on undervalued companies that states of 37 companies identified with good treasuries, 10 are trading at below cash-breakup value. "It's a wonderful time to be buying," Mr Ettlinger says.
In the December 1 Kaiser Bottom-Fishing Report, Mr Kaiser indicates a hostile takeover at Peruvian could result in the company's treasury shifting into the "vanishing zone." What is unclear is that assuming the cash is the carrot, how does Mr Atkinson and Bradstone expect to make use of the cash with only 17 percent of Peruvian's stock?
Securities lawyer Rupert Legge says with only 17 percent, Bradstone will have its work cut out for it if it expects to hold sway over corporate policy. "To get access to the till, you have to control management, and to control management you have to control the board of directors," Mr Legge says. "With 17 percent, it may be possible to control the board but it would be very unusual for a VSE company to have a 17-percent shareholder control the board."
He adds that irrespective of what happens at the board level, management will still have obligations of due diligence and fiduciary duty. "It's not a fait accompli for someone to get in there and strip out the treasury," Mr Legge explains. "The company would have to get valid consideration for the money that goes out."
Still, it would not be the first time such a thing took place on the VSE.
Mr Legge also notes that formal bids on the VSE are "few and far between" and such a phenomenon can only take place in a depressed market. "I know of a couple of companies that are looking at how they can defend such a thing," he says. "This one seems to be a little unusual because it looks like these guys are only looking to go to 17 percent. So what's the point?"
The point probably lies in the name Robert Atkinson, for he has broker-skills and a gift of the gab that could work wonders with some of Mr Henstridge's large shareholders. After all, it is votes Mr Atkinson will need, and nobody knows how to incentivize brokers and fund managers better than "Ackie," as he is known on Howe St.
The smooth-talking Mr Atkinson almost wheeled and dealed brokerage firm Loewen Ondaatje & McCutcheon into a financial grave during his tenure as president of that firm in the early 1990s. There, as he struck deals with all manner of brokers, promoters and quick-buck artists, dealing even with the Eugene Siriannis of the street, Mr Atkinson learned how to turn on brokers and fund managers. That skill may serve him well with action-loving brokers that now influence many Peruvian shareholders.
Atkinson-favouring brokers may try to woo Peruvian with a pitch for the merits of an Atkinson-Henstridge dream team. Such a team (the financier and the explorer) could be marketable to institutional investors in the short term, but would then probably founder on a clash of personalities. By then, having lost control to a skilfully leveraged 17 percent of Peruvian's shares, Mr Henstridge would also have lost control of the treasury that makes him so attractive today. He thinks the brokers are on his side.
Bradstone Equity Partners Inc -
What, me confident?
Bradstone Equity Partners Inc BEP.A
Shares issued 0 1998-01-06 close $1.2
Thursday Jan 8 1998
See Peruvian Gold Limited (PVO) Street Wire
ATKINSON RECKONS HE'S THE WINNER
by Stockwatch Business Reporter
Bradstone Equity Partners' takeover bid for Peruvian Gold (the bid nobody wants to call a bid) still is in the diplomatic stage, that is: perhaps they can pull it off without firing a shot.
Bradstone's Robert Atkinson, who earlier was mum on the subject, has opened up just a smidgen. He says he generally does not talk to the media. "I'm too old for that," heaves the former Chairman of the Vancouver Stock Exchange.
The one-time president of institutional broker, Loewen Ondaatje & McCutcheon, says "a bunch of institutions" called him and said, "Will you help us out?" Mr Atkinson, who is also known as "Ackie" on Howe Street, says the stock fell from $5 following the Bre-X scandal and the drop in the price of bullion. "So I simply went out and bought a block of (Peruvian) stock, 17 or 18 percent; the institutions called me and said 'You're in Vancouver, can you ensure that this guy doesn't waste our money?'"
"This guy" refers to Peruvian's parsimonious president David Henstridge, who quickly organized a poison-pill measure in mid-December, a few weeks after Bradstone announced it had bought another half-million shares to take its position to nearly two million shares, or 13.8 percent of the company. Bradstone now owns around 18 percent, still well short of 20 percent -- the point at which regulators insist parties declare their intentions and make a general offer for the company.
Mr Atkinson says if Mr Henstridge thinks he will ever be able to apply his poison pill, he should think again. "That has to be approved by the shareholders and it won't be, I'll tell you right now," Mr Atkinson insists, adding Mr Henstridge does not have the support of brokers that have a lot of say over the company. Mr Atkinson notes that Goepel Shields & Partners has sold Bradstone blocks of shares. "Isn't that interesting?" he posits confidently.
At issue is Peruvian's doggy share price, which on January 8 closed at $0.88, even on the day but down $0.06 from the day previous, and well off its glory-day heights of $7 in May 1996.
What makes Peruvian so attractive for a takeover bid, however, is its strong cash reserves of $12.5 million (of December 11) which, at 14.2 million shares issued means PVO is barking at or below its breakup value.
Mr Atkinson, a disarmingly charming fellow even on a bad day, said he met with Mr Henstridge late last year and told him he had a large stake in Peruvian "and I suppose some influence with institutional shareholders." He emphasized he was not leading a takeover bid. "David Henstridge was very nice but he went to his lawyers and started to put the poison pill in place."
Mr Atkinson says he does not blame Mr Henstridge for wanting to protect his turf. "All of a sudden he sees his company, he owns three percent, and he's not going to control it for very much longer," the Vancouver-based financier says. "I told him, 'David, I have no interest in cutting you out. I simply want to have some involvement in how you spend your $13 million in cash.' I said you can have everything you've got now; the trouble is, you're not going to take the $13 million and drill holes in Asia, for example, or Peru, because your results have not been very good."
The Bradstone chief says he was contacted by Canaccord Capital's principals after the 13.8 percent stake was made. "They wanted to know what I was up to," he recalls. "I told them the same thing I'm telling you: there are some disgruntled shareholders, and shareholders have the right to get rid of incompetent management. Now I'm not suggesting Henstridge is incompetent. But he is incompetent the way he's reacting because what he's trying to do is get my anger up. He takes a shot at Bradstone. What has Bradstone done? He says, 'With $25- or $45-million (in Mr Atkinson's war chest), I'm dead meat. I might as well start throwing arrows.' Do I blame him? Not at all, but I don't know why he doesn't take the high road."
Mr Henstridge earlier told Stockwatch that Bradstone's track record of taking over companies left much to be desired: "The evidence suggests he's not going to be friendly at the end of the day," the Peruvian president said in December. He later backed off that statement, saying he has no opinion on Mr Atkinson and that Bradstone was simply another shareholder on his registry.
Mr Atkinson defends Bradstone's track record. During the last year, the Alberta-listed company took significant positions in two cash-rich juniors -- Harbour Petroleum (HRP.T), and Spur Ventures (SVU.V). After Bradstone became involved, both companies retained their management, he claims, adding he is helping management put into place long-term plans that will enhance shareholder value. Other companies have benefited from Mr Atkinson's financial acumen include Trimin Enterprises (TRM.T) and Kingsway Financial Services (FKS.T), the latter of which Mr Atkinson says was at $5 when he bought five percent two years ago, but which closed on January 8 at $27. "It's hugely profitable and if this is destroying companies, I'd like to know about it," he contends.
Asked which institutions approached him regarding Peruvian, Mr Atkinson declined to name names. However, the engaging Howe Streeter says he has contacted all with stakes in Peruvian "and not one of them is happy. In fact, they're really distressed." Among the most distressed are two unnamed Bermudan-based insitutions, he adds.
Of those that are distressed and disgruntled, perhaps the most distressed and disgruntled would be those that took out a three-million-share private placement in September 1996 at $4.50. Among these were the TD Bank (800,000), Dynamic Precious Metals Fund (600,000), BPI Canadian Small Companies Fund (450,000); and 32 others. Other private placees in Peruvian, who might want some action, include a cadre of swinging broker-promoters from First Marathon Securities. This money-loving group, which helped promote Walter Nash's Cartaway Resources to $25 on hot air, may not have far to go to find a helpful ear at Peruvian. Mr Henstridge's co-director is Walter Nash.
"I don't know the institutions that well," Mr Atkinson states. "But we do have access to the brokerage community and we know how to raise capital. If you look at the scavenger's list of the VSE by Canaccord and there's any company that is near cash-breakup value, we have an interest in it because cash is going to be king in the next six months," Mr Atkinson says.
"We buy companies and the bottom line is the only vulnerable management are the ones that aren't doing very well," he adds. "And when you have a company and you let the share price trade at less than the cash in your treasury, somebody is not very happy and there are people who will take advantage of it, and I'm one of them." |
