Welloiled, Toscafund obtained a Rule 9 waiver from the Irish Takeover Panel from having to make a compulsory offer 23 August 2016. See Admission document. I'm not sure if the waiver applies if they get up to 80%.
What I am trying to understand is why Tosca with over 55% of SLE is not obliged to make a takeover offer. I can appreciate Tosca would have to stump up the best part of £110m (assuming they haven't paid more than 55p in the last 12 months) so although it is possible, as they can outvote all other shareholders, it is unlikely as they are an asset management company with just about £2bn of assets under management. However with such a large holding Tosca are obviously in a powerful position to determine the outcome of any takeover bid. It is interesting to note Tosca's response to the recent approach: (London, 22 December 2016): Toscafund Asset Management LLP ("Toscafund") acknowledges the San Leon Energy plc ("San Leon Energy") (LSE: SLE) response to press speculation that “confirms that Geron Energy Investment is a party to the Offeror and the indicative offer price from the Offeror was 80 pence per share.” Toscafund also acknowledges that San Leon Energy states that “talks are at a preliminary stage and there are significant uncertainties as to whether or not the matter will proceed further.” Toscafund is a longstanding shareholder in San Leon Energy with a current holding representing 55.97% of the issued share capital. Toscafund has requested that the board of San Leon Energy respects and engages in discussions with the potential Offeror to assess its approach. Toscafund notes that the only two comprehensive external research notes covering San Leon Energy were issued in September 2016 by Whitman Howard and SP Angel and set a target share price of 130p and 100p, respectively. Martin Hughes, Toscafund’s Founder said: “It is evident that San Leon Energy has attractive oil and gas development assets in Africa and Europe and it is therefore no surprise to have attracted a possible offer. Toscafund looks forward to the board of San Leon Energy engaging with the potential Offeror in order to reach an amicable and speedy resolution.” It suggests to me that Tosca are pushing the BOD to negotiate a better offer and would be happy to accept anything between 100p -130p.
gffy47 if my reading of the rules is correct, it depends on the type of takeover. An offer for a company can be made at any level but it must be put to a shareholder vote. However when 80% of an AIM listed company shares is held, then a squeeze out procedure can be undertaken if there are dissenting shareholders. Here is a summary of the takeover rules: http://hb.betterregulation.com/external/A%20Summary%20Guide%20to%20the%20Irish%20Takeover%20Rules.pdf with the full version here: http://irishtakeoverpanel.ie/wp-content/uploads/2014/01/ITP-Takeover-Rules.pdf What I was referring to was referring to this paragraph in the summary under Mandatory Offers: “If a party or a group of parties acting in concert together acquire control of 30% or more of the issued share capital of a listed company, it/they are obliged to make a general offer for that company, which offer must not be subject to any conditions (other than requiring more than 50% acceptance and as to anti-trust clearance). Mandatory offers are not common and generally avoided and shareholders who, alone or with concert parties, hold close to 30% should take great care not to inadvertently trigger this rule. A requirement to make a mandatory offer is triggered also if a person, alone or with concert parties, holding between 30% and 50% of the voting rights in a target acquires additional securities having at least 0.05% of the voting rights in the target within any period of 12 months. The minimum price payable under a mandatory offer is the highest price paid by any member of the concert party in the 12 months prior to the date the mandatory offer obligation was incurred”. This is the same for UK listed companies, see http://www.thetakeoverpanel.org.uk/the-code/download-code, “When a person or group acquires interests in shares carrying 30% or more of the voting rights of a company, they must make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced (30% of the voting rights of a company is treated by the Code as the level at which effective control is obtained)”.
I understand the under the Irish Public Takeover Regime rules that if a party acquires control of 30% or more of the issued share capital of a listed company, they are obliged to make a general offer for that company, I would be grateful if someone could explain why Tosca, who own over 55%, have avoided this rule. Cheers.
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