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Message: Re: Cliffs share of KWG assets?
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Nov 09, 2013 11:50AM
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Nov 09, 2013 12:31PM
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Nov 09, 2013 09:14PM
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Nov 10, 2013 10:15AM
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Nov 10, 2013 11:27AM
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rj
Nov 10, 2013 12:13PM

remedy,

Your post says: "With close to 700 million shares outstanding, I wonder who the largest shareholders are? Insiders dont account for much , so with all the shares outsatnding would cliffs be our largest shareholder? There must be some institutions out there that invested in previous PP's to get us to 700 million shares. That is a lot, so their must be some large shareholders other than Cliffs. Anyone know?"

1. Stats: If you go back to posts before 5 May 2012, there is some info on the above, but it was more than a year ago, hence it would be expected not be up-to-date. But with respect to CLF, not much has been changed, unless CLF bought more through its proxies. Most of the shares seem to be in the hands of retailed folks. Perhaps, there are accumulations by institutions (less than 10%), but I have not heard of any leading group with the exception of CLF (additional information, anyone?), hence the following:

- OS: 728M

- wts: 109M

- Opts: 66M

- FD: 900M (these 4 numbers came from KWG website)

According to the 5 May 2012 voting results (KWG proposal was defeated by CLF negative vote, due to the low turnout.

- CLF: voted 111.8 M against the 1:50 supershares, hence CLF has about 16.6% KWG OS. On a FD basis: 111.8/900 = 12.42%.

It looks like currently CLF is the majority shareholder (but they chose not to have a Director at the BoD, strange!, there must be a reason which is beyond my comprehension, anyone has any explanation/speculation?)

- Management: 17.9M (w/o the wts or options): 2.66%, which is not that significant, but Frank has a bit of skin in this, so we can expect that he would be fighting for him and us.

- Management (plus wts under Management control at that time, and all the options): 82.9M, or 12.32%, which is much better, showing that wts and opts have a significant contribution.

- Wts (freely traded): Something like (109+66) - (82.9 -17.9) =175 - 65M = 110 M wts (Note: This number may be out of whack due to wt exercise or expiry...but this number has a significant contribution. You can find out from KWG the outstanding wt information, but my guess is that there are quite a few wts floating around. 100M = apprx 11% FD).

Back in May 2012, the group of shareholders banded together (KWG shareholders United, or KSU) and declared their holdings (on an honour basis) and the results are given below (as of May 2012)

KSU holding: 72.34 M (w/o wts), or 10.8% OS (8% FD), which is quite decent, but a bit precarious to secure the 10% position (an acquirer has to have over 90% +1 share to ask the court for a mandatory tendering of shares from the 10% - 1 "dissidents".

One can play around with the numbers:

- KSU + Management (w/o wts and options): 10.8 + 2.66 = 13.46% (less than CLF 16.6%)

- KSU + Man (with wts and opts): 8 + 12.32 = 20.32% FD (almost double CLF 12.42% FD)

Similar exercises can be done taking into account the new shares from the ~$2M PP @ 0.05 and wts @0.10 within 3 years (something like another 40M shares + 40 M shares, approximately 4% and 8% dilution respectively). That would dilute CLF holdings further, assuming CLF did not subscribe (if they did they must declare, anyone has seen any public declaration?) and most of the shares went to KWG friendly hands.

My take is that, CLF is the current major shareholder, but the combined Management and KSU on a FD basis can defeat CLF by a wide margin. The next level we need to get over is the 1/3 FD. This would require additional shares: 33.4 - 20.32 = 10.08%. A few friendly major blocks or some "angel investor" would easily achieve 1/3 FD. In other words, CLF does not have enough, 2/3, for a hostile TO. We can play this out to the next level, 2/3:. Currently CLF has 12.42% FD which is way below 1/3 FD, hence if a major angel investor such as Xstrata/Glencore (with much deeper pocket) decides to step in the fray then there is no way CLF can take out KWG.

BTW, we should not forget Baosteel. They have 10% of NOT. And they did not even bother to exercise the other 10%. Reasons? they could perhaps do that anytime to match RCF's holdings, 20% of NOT,... May be RCF is already on Baosteel's side? It would be easy enough for them to take say a 10% (or even 20%) position in KWG (chump change for them). If they decided to do that then CLF would sweat bullets. And this would be a game changer, since Baosteel could perhaps fund the RR itself (and the gas furnace as well).

Just my speculation, folks. Let's hear yours.

goldhunter

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Nov 10, 2013 01:03PM
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Nov 10, 2013 01:38PM
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rj
Nov 10, 2013 05:14PM
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