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So what happens now, they had only 40% of the vote but are carrying on as per normal????
The RNS is out with the AGM results - The Board seems to have less support than it though!!
Pretty sure it’s 12 noon
?
Its not just the directors, but also the poison pills on the agenda - will they get enough votes to push them through? Interesting end gam
Will be interesting to see how the AGM goes tomorrow with all the directors up for re-election and SeaFox bound to oppose. Interested to see if the only votes against are SeaFox’s, or if they have other (undeclared) votes on their side to add to their 29% plus.
As I understand it GMS have to issue the notice calling the General Meeting which SeaFox requisitioned by 7th July at the latest. So it should be an interesting week or two.
Watching with interest.
The new RNS is certainly a confidence boost. The really exciting aspect is that whilst EBITDA is on track and utilization is quite outstanding at over 80%, the continued savings shall go straight to the bottom line. All in all, this has been, and continues to be, very encouraging from the Executive Chairman and the current BoD's who continue to deliver.
Not really. Plenty of private investors take punts like that. I have more GMS than that. Hope it works out for whoever it was. Too small to be significant though.
Date Time Trade Prc Volume Buy/Sell Bid Ask Value
25-Jun-20 14:58:11 12.50 505,114 Buy* 11.40 12.00 63.14k O
I’ve got so many spread sheets trying to work it out I’ve given up! I thought we would have a bit of a bounce on the debt agreement but understandably the unknown over equity raise keeps us here. So I ask myself this question...if I hadn’t held this stock for so long would I buy in now, as that is the same thing but without the emotion! My answer is yes, but 1/2 the size! Good luck all, I feel this one has a few twists and turns to it yet.....
Finally managed to read the AGM invite and the agenda. Check out Resolution 12 and 16 - basically grants the BoD the right to issue new securities upto 33% of outstanding (possibly to strategic investor), and a rights offering of upto 33% outstanding. I can see why Seafox picked up the 30% stake - they might want to block these resolutions, which would dilute their powers.
Also, if they are expanding the capital by 67% through both the measures above, the dilution to existing shareholders is 40% - which is not bad at all. Back of the envelope calculation - if they raise $75m by diluting existing investors by 40%, the post issue theoretical price would be 25p. Is that right?
I suspect that most likely the sellers are Ithmaar, plus some other shareholders who don't figure in the list.
I doubt Seafox has the firepower to make a bid for the remaining 70% at 22pence (~GBP 55m) on their own
Would be really good to know which large shareholders were persuaded to sell the two chunks at 22p.
There should have been TR-1 forms from the sellers by now, but so far nothing.
As Capt Nemo points out "The asset valve of GSM is somewhere north of $300m , or around 90p a share", I really don't see many share holders seeing any real value in either selling out below 22p/share or indeed inviting Seafox into the hen coop!!
Si547 I totally agree. They can’t possibly act in the best interests of GMS shareholders when they represent a company intent on a hostile takeover. Cuckoos in the nest spring to mind.
The board need the support of a majority of shareholders. But I fear that if Seafox who are getting close to 30% can entice a couple of big holders to back them things could become impossible for the board to operate effectively.
From my perspective, rather than seeing any value in having Seafox representatives on the BOD’s, I feel it would be extremely detrimental. Seafox are a competitor and, as SH’s, have demonstrated on more than one occasion that they are happy to create instability to get what they want, at the expense of the interests of fellow SH’s. Board members are meant to be impartial, and for good reason; 2 Board members at the expense of 2 current members would give them far too much influence for my liking.
I'm hoping there will be an RNS tomorrow which will explain their motive for wanting two people on the board and what they will say to pursuade shareholders to vote in their favour at the general meeting.
I hope someone can help me out here as I am a little (very) confused.
The loooooong awaited deal with the banks has finally been made public and GSM needs to raise $75 via a rights issue or strategic investor - before the end of the year - not a big surprise and not the end of the world, yet the share price went south.
Sea Fox initially bought in to GSM at 17p, then made a real low ball offer at 10p, then did a couple of off book deals at 22p which has taken then to 29.15% of issued shares. It's clear that Sea Fox is very interested to gain control of GSM and with the current share price I am surprised that they are the only ones.
The asset valve of GSM is somewhere north of $300m , or around 90p a share, but the shares change hands for a fraction of that price. I assume that Sea Fox has been quietly picking up a few shares in the last couple of days as they inch ever closer to the 30% stake which would potentially trigger the requirement of a formal offer at 22p - but they made a 10p no increase offer. Or are they going to sit there at 29.99% and wait? Wait until a rights issue dilutes there holding that they paid above market rates for????
And then the thing that really, really confuses me is that today people where will to sell their holdings in GSM for less than 12p - 13p - am I missing something?
I have owned GSM for a couple of years, averaged down on a few occasions and hope that soon I will be able to recoup my initial investment and leave some on the table to run. I believe that the true valve of GSM should be much higher than the current SP or the potential offer of 22p. They have activities in O&G and wind - both of which are going to be active areas in the future.
Nemo
Wonder if having two men on the BoD would allow them to have another go at bidding for the company.
Well, they certainly haven’t given up.
No RNS yet, but there is a news item on this site saying that SeaFox have requested 2 board members appointed by them. GMS have rejected the request, so SeaFox have requested a General Meeting to put it to a vote.
Yes, it was a disappointing share price move, obviously because rights issue reduces the equity upside. So if there is no acquisition, and there is a rights issue at current prices to pare the debt, the upside to equity holders drops significantly.
Seafox is in an interesting situation. Their intention is clear - acquire GMS. But what is the price they are willing to pay? I am wondering if that 'supply chain & logistics agreement' with UAE based Zakher Marine means something more - will they come as a strategic investor in a rights issue? If that is the case, Seafox won't be in a good position as they appear to be a strategic investor, which means a buyout even at 22p might start to make sense for them.
I'm not sure. I'm in the same boat (no pun intended) as you. I thought there would be lots of discussion, especially with the sp drop. I'm interested to see what Seafox do next, their hands are pretty tied at the moment but I'm sure after the placing their chance to takeover GMS for a low price will be over.
I was kind of expecting a lot of talk after yesterday's RNS. Since the last year or so we’ve been waiting to see a deal struck with the banking syndicate and now it is finally materialised. The wabbit of Good flying duck. I personally think the deal is good overall - tight but achievable- especially if the company's improvement path continues on track. However, SP went down when I was expecting the opposite. Am I missing something?
@jlovie - i believe they have to take a waiver from independent shareholders. Seafox has specifically referred to this in their no-bid announcement (point C). The takeover code is a 400page spaghetti junction of legal terms :)
Any idea what the Seafox situation would be in a rights issue ? If they took up all their rights and some others didn't, could that tip them over the 30p?