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Well, I found this. Haven't researched any further, though.
SINOPEC Nigeria Ltd.(Nigeria)
http://www.cousint.com/clients_abroad.html
This is what I've found.
First, any shares sold by the COB would be considered "restricted shares":
"Control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as a director or large shareholder, in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. If you buy securities from a controlling person or "affiliate," you take restricted securities, even if they were not restricted in the affiliate's hands."
I can't find anything on the SEC website re: private sale of restricted shares but did find these.
"Many also don't realize that, with the exception of subsection (k), Rule 144 is used only for "public sales." Where the owner of a controlling block of stock in a public company negotiates a private sale of his entire block with a buyer, the Rule does not come into play. In that event the buyer, who must have access to adequate information about the issuer and qualify as a "sophisticated investor," would receive restricted shares, since they would be acquired in a transaction not involving a public offering.
http://www.feinberglawgroup.com/Rule144.htm
And, this:
"Selling restricted securities in a private transaction also has several advantages:
All Securities Are Welcome. Other strategies designed to monetize the value of restricted stock holdings require liquid, marginable securities. No minimum share price or trading characteristics are required to complete a private sale.
Liquidity When You Need It. If you use the Restricted Securities Trading Network (RSTN) to sell your restricted securities, the net proceeds will be sent to the account of your choice immediately upon closing.
Diversification As You Want It. Reduce your risk by diversifying out of a concentrated position. Use the proceeds to diversify through public markets, capitalize a private enterprise, or pay down personal or corporate debt. We recommend that you always speak with your financial or tax advisor before contacting RSP.
"Few Restrictions. In a private sale, the seller is not subject to Rule 144 trading restrictions, such as the one-year holding period, volume limits, reporting requirements or filing requirements."
Potential For Removing Contractual Restrictions. In some cases, we can assist in negotiating the removal of contractual restrictions, such as lock-up periods.
Competitive Bidding. Because the members of the RSTN seek to purchase restricted securities, we can usually generate highly competitive bids that meet sellers' expectations, while offering profit potential for buyers."
http://www.restrictedsecurities.net/sellers/index.htm
But, I DO think that although there wouldn't have to be reporting from the seller, I think the buyers would have to report that they now controlled (or increased ownership) x%.
Tender Offers
The Securities Exchange Act requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company's securities by direct purchase or tender offer. Such an offer often is extended in an effort to gain control of the company. As with the proxy rules, this allows shareholders to make informed decisions on these critical corporate events.
http://sec.gov/about/laws.shtml#secact1933
Well, in just trying to figure this out came across this. At least we know if anything happens, we should be made aware of it. Unless, of course, I'm misunderstanding the phrase "direct purchase".
Tender Offers
The Securities Exchange Act requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company's securities by direct purchase or tender offer. Such an offer often is extended in an effort to gain control of the company. As with the proxy rules, this allows shareholders to make informed decisions on these critical corporate events.
http://sec.gov/about/laws.shtml#secact1933
I think if you look back at the link that MAD provided earlier with the SEC terms it had listed "private sale" as one of the codes. Not positive and can't research right this minute, but wanted to throw it out there in case anyone else wanted to check.
LOL! I wish I had some of the January AOB calls I thought about 3 days ago. Last trade .75.
"I'd love to put the 12.50/January calls as my pick - AOBAV (last trade on Friday .20). While in "real life" I probably wouldn't place this one so close, it would help in percentages against some of the cheaper stocks in this contest."
Yep, that's why it was my pick in the contest.
Thanks for figuring that out for the rest of us! Great links, too.
Anyone watching AOB? Printed $11.69 earlier.
I can't take credit for it. Just caught up on the erhe board and someone else had already found it. It does have a great link that explains the codes for this form. Next time I should be able to decode this myself. Thanks, again, for all the time you spent helping me understand this.
http://www.investorshub.com/boards/read_msg.asp?message_id=15294370
The are rumors on the ERHE board of a buy-in/buy-out. That's what made this filing seem significant.
Serf, looks like you were right - it was a "grant, award, or other acquisition". Thanks for helping me figure this out.
Thanks so much, Serf. I'll check it out further.
As I said, they don't have a great history of accuracy in their filings. I think because the "fiscal year end" date was 9/30, someone used the same date for "transaction date".
These forms sometimes confuse me, but doesn't the "d" (meaning direct) indicate that it was a direct purchase not a gift or options?
12/04/06
No, it was posted to the board and not on Infiniti Stocks.
But I do have a question. On the filing it says "transaction date" 9/30/06. However the company isn't known for having error free filings. 9/30 was a Saturday but the hod on 9/29 was .385 and his purchase (according to this filing) was made at .425. Do you have any opinion?
Btw, I really like Infiniti Stocks, use it all the time. Thanks!
Yes, and "48th general meeting" must mean they are frequent.
I thought someone awhile ago had said that EO was unmarried. Maybe I'm mistaken but this is a nice little write up on their website.
Sir Emeka Offor (KSC ) - CHAIRMAN
Sir Emeka Offor is an experienced venture capitalist and entrepreneur who combine a comprehensive knowledge of global oil market dynamics with good marketing and negotiating skills. He holds a Diploma of the Institute of Purchasing and supply, London and is the Chairman/CEO of the various companies under the Chrome Group.
A well respected Nigerian in the oil sector, Sir Offor is widely traveled and is a member of number of Professional and commercial bodies including Nigeria-Romanian Chamber of Commerce & Industry where he is President and the Nigeria Institute of Purchasing & Supply.
He is a philanthropist and keen promoter of sporting events at Local and State levels and is happily married with children.
http://www.guineainsurance.com/index.php?page=board
Semi-OT: Another business of Offor's
Guinea Insurance records 31% income increase
• Tuesday, Dec 5, 2006
Guinea Insurance Plc has announced a gross premium income of N526.18 million for the year ended December 31, 2005 showing an increase of 31 per cent over N401.455 million in 2004.
Also, earned premium for the year was N472.954 million compared to N267.99 million, an increase of 76 per cent profit before tax was N39.051 million as against N37.682 million in 2004, an increase of four per cent. Also investment income rose from N14.669 million to N17.693 million or 21 per cent increase.
The company chairman, Sir Emeka Offor told shareholders at the 48th annual general meeting that the company’s performance for the period under review is impressive in spite of the difficulties within the operating environment.
According to him, “In the last yearly general meeting of your company, you may recall that your board of directors informed you of the reforms likely to affect the industry in relation to the new capital structure and obtained your approval to ensure that your company meets the recapitalisation requirement.
“I wish to inform you that your board is on course and has concluded arrangements for a rights issue which is targeted at the existing shareholders. The issue will soon open, I therefore urge all of you shareholders to participate in the rights issue.”
“It is of general belief that after the recapitalisation, the sector will be more vibrant and purposeful, as very few insurance companies will remain as big players in the market which will bring some level of sanity in the industry,” he said.
Edit: never mind.
LG, what post are you talking about? You didn't "reply" to any other post so not sure which one you're referencing.
Here's another good one:
http://www.investorshub.com/boards/board.asp?board_id=3498
Yes, I know but that's one reason I was guessing error. You know, "Mr. N, do I put the same date in the 'transaction date' column as in the 'fiscal year end' column?" <g>
Also 9/30 was a Saturday and hod on 9/29 was .385.
I'm not sure. Simply (another) error on the filing since it's signed 12/4? No idea. I'll try to find out, though.
It also has that date here:
"3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
9/30/2006"
HOUSTON -- On 25th March 2006, the board of Directors of ERHC Energy Inc. ("ERHC," "the Company") (OTCBB:ERHE) took the following actions:
The number of members on the board of directors was increased from five to seven. Two new directors, Clement Nwizubo, CPA and Franklin Ihekwoaba, CPA were appointed to fill the vacancies resulting from the increase. Mr. Nwizubo shall serve as a non-executive director while Mr. Ihekwoaba shall be an executive director.
The audit committee of the Company, made up of Walter Brandhuber and Nicolae Luca, both not being independent directors within the meaning of the regulations, was dissolved and a new audit committee constituted. The new audit committee is made up of the Howard Jeter, Andrew Uzoigwe and Clement Nwizubo. Mr. Nwizubo, being a person qualified to be audit committee chairman and financial expert was appointed the chairman and financial expert of audit committee.
A new executive position of "Vice President (Finance)" was created in the Company's executive structure to subsume and replace the current position and title of "Chief Financial Officer." The holder of the new position of Vice President (Finance) shall be the chief financial and principal accounting officer as well as treasurer of the Company. The holder of the new position shall be a member of the board.
Mr. Ike Okpala, the holder of the defunct position and title of "Chief Financial Officer" resigned from the position immediately before its vacation by the board and was re-assigned to the Company's imminent operations in the Nigeria - Sao Tome & Principe Joint Development Zone ("JDZ"). Mr. Franklin Ihekwoaba was appointed the Vice President (Finance) of the Company, in which capacity he becomes the chief financial and principal accounting officer as well as the treasurer of the Company.
Mr. Nwizubo, 54, is currently President of Clement E. Nwizubo, CPA, PC, a New-York based firm which he founded in 1987. From 1985 to 1987, Mr. Nwizubo was the Manager of Financial, Accounting and SEC Reporting at Primerica Corporation. From 1983 to 1985, he was the Audit Manager of Watson Rice and Company. Between 1980 and 1983 he worked as a senior accountant with Stewart Benjamin and Brown. Mr. Nwizubo is a Certified Public Accountant. He took a BS in Accounting and Business Administration in 1977 from Oneonta State College, NY and an MBA in 1980 from Fordham University. Mr. Nwizubo is a US citizen.
Mr. Franklin Ihekwoaba, 42, worked as a Group Head, Strategy, Finance and Risk Management in Oando Plc, Lagos, from December 2004 to December 2005. Prior to that, he had worked with PricewaterhouseCoopers Limited in Nigeria from October 2001 to October 2004. From 1998 to 2001, Mr. Ihekwoaba worked with PricewaterhouseCoopers LLP in Arlington, VA as a senior consultant. He was a consultant to the Congressional Black Caucus Foundation, Washington DC, during 1998. From 1994 to 1998, he had served as Interim Director, Finance and Accounting, of Blackhawk, Suitland, MD. He was a financial consultant at Howard Hughes Medical Institute, Chevy Chase, MD, from August 1997 to August 1998. From 1992 to 1997, he was an accountant with the Montgomery County Housing Opportunities Commission, Kensington, MD. From 1989 to 1992, he was accounting manager at the St John's Child Development Center, Washington DC. From 1988 to 1989, he was a property accountant at ADM Property Management and Development, Washington DC. Mr. Ihekwoaba has a B.S. Accounting and Finance from the University of Minnesota, which he took in 1987. In 1992, he took an MBA in Financial Management and, in 1993, an MBA in Computer Information Systems from Southeastern University. He has attended financial analysis courses at the Harvard Business School. Mr. Ihekwoaba is a US citizen.
Strass, this may be a silly question, but how do you know it was WB's decision to not take shares as part of his compensation? Is it possible that this option wasn't available to him?
Ha, ha! I just read my pm's first and had no idea what you were talking re: the netscape, etc.
Have a good one, OU!
BB, try this:
Posted by: rocky822
In reply to: Strassenheim who wrote msg# 59412 Date:6/13/2006 10:47:39 AM
Post #of 82960
Strass, I can't figure out how to post it here - but here's link Spec provided previously. The very last paragraph on the first page of employment agreement (pg 18) states that his "bonus" is based on pps.
http://sec.freeedgar.com/displayHTML.asp?ID=4187176
My pick is AOB. (Closing price on Friday $10.54). I really like this company moving into 2007. The move from the Amex to the NYSE on the 18th might already be factored in, or it might have a nice bump as we get closer.
I'd love to put the 12.50/January calls as my pick - AOBAV (last trade on Friday .20). While in "real life" I probably wouldn't place this one so close, it would help in percentages against some of the cheaper stocks in this contest. :)
I don't know how to post a chart but here is the link:
http://www.stockta.com/cgi-bin/analysis.pl?symb=AOB&num1=1&cobrand=&mode=stock
They are moving from Amex to NYSE:
http://www.bioaobo.com/Stock/news/new2/2006/38.htm
Latest financials:
http://www.bioaobo.com/Stock/news/new2/2006/37.htm
Hi, Sue - thanks for asking! It's going ok. The cat is choosing to spend most of his time outside or in the garage. He's still ticked off but doesn't attack us anymore when we try to pet him. He still chases the dog when given a chance and, unfortunately, I haven't had my water bottle with me the couple of times it's happened.
The dog is settling in nicely and is a great companion for my kids. She was an early Christmas present for my 8 year old and they've become great friends.
We're really hoping they'll learn to at least tolerate each other. But, I'd have to say, it's not bad for one week of trying to get them to co-exist in the same household.
Thanks, again, for checking in.
OT: I sincerely appreciate when you guys post an "OT" before your posts about college football. I don't follow it very closely so am able to just skip those when I see the "OT". Thanks.
Well, Dane, it could make sense that Barry and Meridian have the same source. Just because I have never heard of this stuff outside of the message boards, does not mean that it's not common discussion amongst those in the industry.
I think the key word here is "angled", which I took to mean "an angle he was attempting". Bwdik?
Oh, got you... I thought you were talking about the Addax/Starcrest deal. Thanks for clarification.
FTC, I'm not sure what you mean by this:
"9. Fortunately, his corrupt Nigerian cultural background blinded him to the ramifications of extreme conflict of interest created by the Starcrest deal. And that set him up for the action by some US shareholders to stop the deal.
As I understand it, the deal is done. Are you reiterating that a shareholder may file a derivative action suit?
Sorry to beat this dead horse, but, imo, the KEY to this info coming from someone reading Meridian's posts is that EO was going to swap Starcrest for ERHC shares.
How many people would've known this?!?!
Who could've been his source re: Offor exchanging Starcrest for ERHC shares?!?!?!?!
I truly believe he came up with that scenario based on Meridian's postings on IV.
Thanks, Kobi, what I expected but it completely threw me when I first read it.
What does he mean "Colorado-registered ERHC shareholders"? In thinking about it I guess he's trying to say "shareholders of ERHC, a Colorado registered company"? But, it sounds like there's a group of shareholders registered in Colorado? Is there anyway that makes sense?
And, imo, there's no way his source for these last two paragraphs are any other than here and IV.
"Offor also came under fire this week from Colorado-registered ERHC shareholders for appearing to commit a breach of fiduciary duty by diverting a commercial opportunity for his own benefit, preferring to press the interests of Starcrest rather than ERHC in Nigeria's Exclusive Economic Zone.
Burgeoning disquiet among ERHC shareholders may yet result in a class action derivative lawsuit under US federal jurisdiction designed to prompt Offor to revaluate his acquisition strategy in the Gulf of Guinea.
A spotlight thrown on the world of Nigerian licence allocations at this juncture could dissolve all confidence in the country's upstream policy until a new administration takes charge next May.
For those that don't read IV...this is from Electick:
Positive indications to consider from the news article
On a day when
two much smaller companies both with activities concentrated in Africa became
the subjects of takeover offers, it was interesting to note that majors and
large independents alike are focussing their growth plans increasingly on
Africa. UK minnow BowLeven said Wednesday it has approached FirstAfrica Oil
with an all-share takeover offer in a bid to grow its West African upstream
assets, while Equator Exploration another, similar-sized UK company exploring
in Nigeria and Sao Tome, said it was considering an unsolicited takeover bid
VIP, only my opinion, but I think an AIM listing might be difficult with an ongoing SEC investigation.