A lightweight bout that could get very messy

THERE is nothing quite like a good stoush in the mining industry and while the heavyweights and middleweights appear to be resting, several lightweights have stepped forward to entertain the punters.

Ron Berryman
A lightweight bout that could get very messy

However, UCL Resources’ ludicrous and embarrassing first attempt at an off-market takeover in May must have sent shivers down the spine of its shareholders.

The Takeovers Panel not only ordered UCL to advise the market of the information deficiencies in its bidder’s statement for Minemakers, prepare a replacement bidder’s statement in a form approved by the panel and refrain from despatching the original bidder’s statement, but slapped four separate fines on the company totalling $A13,704.

Not a lot of money but an extreme embarrassment and basically a penalty for unprofessional conduct.

It was only the fourth time since 2000 that the panel had fined a company for “material information deficiencies”

Undaunted, UCL announced on Wednesday it had approval from the Australian Securities and Investments Commission to try again.

It intends to send out its replacement bidder’s statement by next Monday.

While the initial debacle can only raise serious doubts about the depth of experience at UCL, Minemakers has made an interesting executive change.

Andrew Drummond has taken a step back and the board has appointed as chief executive officer the experienced Cliff Lawrenson, who guided FerrAus through the recommended takeover by Atlas Iron last December and has extensive experience in the African mining scene, as well as investment banking.

This week Lawrenson admitted to being a little frustrated by the current state of events between the two companies, which are equal joint venture partners in the Sandpiper marine phosphate project in Namibia.

Each owns 42.5% of the project with the remaining 15% held by the black economic empowerment firm Tungeni Investments.

“We have tried to have conversations with them,” he told MiningNews.net.

“I’ve been to Sydney to see their chairman and managing director with a view to doing a deal which would bring the two companies together in a manner which would be far less costly for our shareholders.

“Clearly both companies incur unnecessary costs in these processes by engaging lawyers and investment bankers and other consultants.

“In those conversations I found them unwilling to engage. They seem to be irrational in terms of looking for value for their shareholders or ours and bear in mind that we own 15 per cent of UCL so we are also a shareholder.

“They seem to be driven more by historic issues that have gone on between the companies, things I don’t know about or care about in the sense that one has to keep looking forward.

“I intend to talk to the major UCL shareholders and I’d be surprised if they were comfortable with the manner in which Mawarid has come into UCL.”

Mawarid Mining, which now has a 19.6% stake in UCL, is a subsidiary of MB Holdings, a company within the Sultanate of Oman.

MB Holdings has subsidiaries involved in telecommunications, television, construction, perfume, cosmetics and restaurants and is chaired by Dr Mohammed Al-Barwani, who has been appointed a non-executive director of UCL’s board.

In an announcement to the Australian Securities Exchange at the weekend, Mawarid admitted that a Form 604 lodged with the ASX on July 6 stating its substantial holder change of interests consideration of $1,970,353.20 was incorrect and the actual amount was $2,273,379.90.

“The nature of the convertible note, for example, the conditions around the convertible note and certainly as a shareholder, Minemakers is very uncomfortable with the preferential position that Mawarid has coming into the company on this convertible note,” Lawrenson said.

The attitude shown by UCL towards Lawrenson apparently stems from the origin of the JV arrangement.

While it is shaping as a stand-up fight, if it was a baseball game it would be all over.

Strike one: in 2009 Minemakers and UCL had a takeover battle for Bonaparte Minerals, which had forged a partnership with UCL in the Sandpiper project. Minemakers won the day, leaving it with the Sandpiper JV with UCL.

Strike two: just two years ago Minemakers went to UCL shareholders and had one of the directors removed, another reason for some angst in the UCL boardroom.

Strike three: the latest messy attempt at a bidder’s statement and the public embarrassment of a financial penalty.

In this case, three strikes may not necessarily be out but there must be some serious doubts arising within the UCL shareholder ranks.

*Ron Berryman is an Aspermont contributing editor.


A growing series of reports, each focused on a key discussion point for the mining sector, brought to you by the Mining News Intelligence team.

A growing series of reports, each focused on a key discussion point for the mining sector, brought to you by the Mining News Intelligence team.


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