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1gw,
"Tellaria, TTD, S4C - come on someone."
rthm have run a full stack for years....They have also been reporting losses for years...
Telaria (as Tremor) sold TremorDSP to TAP for around 1/3 revenues, with the following comments...
Tremor reasons for selling their DSP.. 'perceived conflict of interest'
"Clients were also uneasy with Tremor servicing both the buy- and sell-sides."
"There's always been a little bit of friction because we were selling agencies and advertisers different products while we were representing publishers," Zagorski said. "And the people who plug into that sell-side platform would always be somewhat hesitant to commit to it in a huge way because we had that perceived conflict."
https://adexchanger.com/digital-tv/tremor-video-sells-demand-side-business-taptica-50m/
The Trade Desk (TTD) previously quoted as saying that their one sided approach was the key to its success...other companies have also ditched both sides...
"Many companies that tried to run ad tech businesses on both sides later have sold one side off: Rubicon shut down buy-side platform Chango, with then-CEO Frank Addante admitting the acquisition was a failure. Tremor Video just sold off its buy-side business to focus on the supply side. Amobee sold its sell-side business to focus only on the buy side. The Trade Desk, which has seen its stock skyrocket post-IPO, consistently cites its single-side, agency-focused approach as a key to its success."
https://adexchanger.com/platforms/appnexus-buy-side-falls-wayside/
Wouldn't Telaria/TTD buying rthm then be a backward step for them?
But you already know this..
Again feel free to discuss why Telaria/TTD would want to buy a company operating a full stack...
Should I start the Mexican wave in celebration?
Barkboo wishes to explain that the only reason for him now not posting on the ADVFN thread, is that a certain Stt has used his powers at ADVFN to ban him! Barkboo will not use multiple id's to gain access to the thread and he knows there are a number of ADVFN/LSE dual posters that will pass this message on"...I am only the messenger Barkboo still holds a nice position in RTHM, in fact his largest ever position - and is very confident that this stock will a great return to their patient investors.
Pretty much out of time on the counterbid potential. Only 1 Monday left before the votes now.
Tellaria, TTD, S4C - come on someone.
My main concern here has been that Tosca and Lombard were either trying to take this private, or even have it sold cheap to SFOR. With Schroders and Norge increasing their stakes in TAP/RTHM, I think this looks increasingly unlikely. Tosca will be heavily diluted by the merger to c. 15% of the combined company. Also, if the management were in on such a plot, I don’t see why they would perform a 15mil buyback post merger. Feeling relatively reassured.
Anyone else noticed that both Tosca and Lombard have not traded in Rone since Friday?
Second round of NDA doing the rounds.
Rubicon/Rthm comparison...
Industry challenge - Move to fee transparency...
Rubicon Project's moves to remove Buy side fees..
Anyone heard anything more from rthm regarding fees???
"RHYTHMONE (INCLUDING YUME)
Does it charge buy-side fees or other nontransparent fees: No response. "
https://adexchanger.com/platforms/rubicon-got-rid-buy-side-fees-else-charging/
Rubicon/Guardian & rthm/DataXu had legal battles over fees...
The industry is moving to a more transparent system, where fees are also transparent.... If that continues then the winners will be those promote fee transparency.. RUBICON PROMOTES FEE TRANSPARENCY..
Rubicon/Guardian:
The Guardian is suing adtech outfit Rubicon Project for breach of contract
https://www.thedrum.com/news/2017/03/28/the-guardian-suing-adtech-outfit-rubicon-project-breach-contract
rthm/DataXu:
https://adexchanger.com/online-advertising/rhythmone-dataxu-tussel-unpaid-bills-hidden-fees/
rthm/DataXu court action..
https://www.pacermonitor.com/public/case/22028832/RhythmOne_LLC_v_DataXu,_Inc
Rubicon/Guardian have SINCE declared that have reached a mutual agreement..
https://www.wsj.com/articles/the-guardian-and-ad-tech-vendor-rubicon-project-settle-legal-dispute-1539348209
I haven't seen anything in the public domain from rthm regarding them and DataXu - has anyone else?
Rubicon's revenues fell substantially after they removed fees... However, since then they have gained reputation, hence the rise...
How much are rthm dependent on fees?
ads.txt ranking:
Rubicon has a much higher ads.txt ranking than rthm
Rubicon: 3rd/30th for 1k/5k/10k/30k sites
rthm; 16th-18th /30th
https://adstxt.firstimpression.io/
Just to show market manipulation at it's best, lets compare Rubicon and Rone/Tap
Rubi (to Dec 18)
M Cap $360M (up 5 fold since last March!)
Cash $ 80M
EBITDA Loss $ 11M (yes. EBITDA loss!)
Rone/Tap (next week)
M Cap $260M
Cash $ 80M
EBITDA Profit $ 90M (yes. EBITDA Profit)
So Rubi worth $100M more than us but we are plus $100M EBITDA!
Discuss!
Eddie Stt is not an investor, I am confident that he is an ex employee who is still carrying a grievance and will do anything to harm the company. The man is sick and needs help. No normal person would post thousands of times on various boards over a year or more. It will be interesting to see if he continues if this deal goes through.
STT
Where is your solid and independent evidence that R1 HAVE indeed Directly suffered so SIGNIFICANTLY as a result of GDPR ?
So far R1 have only highlighted that there COULD be “significant” costs attached to compliance going forward, whilst going in to great length to explain what they have and are doing as a company to address this issue( same as any other Ad-tech in the market).
SHOW ME the evidence you have that GDPR has and is damaging R1 so seriopusly as you imply ???
As me and many others have said here.. your MOTIVES and AGENDA behind spending many hours of 24/7 postings remain VERY QUESTIONABLE.
Eddie
by" marrying up" we are turning a enemy into a friend,,i think we would be fine alone,,but for me this" marry up" makes sense,,it gives us size and money,,to kick on
"just pulling bits and bobs together makes little sense stt1"
Really...you would say that NOW...
Read my posts... The industry challenges hitting the industry is exactly as expected...2018 going into 2019...
From Methbot fraud, P&G demands for change, industry challenges GDPR, move to fee transparency, move to fewer DSPs/SSPs, move to 1 side of ecosystem, as opposed to rthm's full stack...California Privacy law,
Rthm's own problems were also documented..
3 CEOs and 3 CFOs within a short period...
There's so many red flags....
Read my posts...nothing new nor unexpected to me...
just pulling bits and bobs together makes little sense stt1
All companies have to warn of potential threats and costs during operations and mergers/takeovers
It sounds like a baboon has gotten among the typewriters and is having a hysterical time trying to make mischief
And then the GDPR stuff! - Here we go again we all think, Mr. nut-job banging his head on the wall once more,
We used to have a man like that in our village, not sure what happened to him...
Still making, those same records, put a new one on .Boring repetitive and tedious.
"I would be way more worried about tap s future profitability"
I would be more worried about rthm's...
They already warned about significant costs ahead...
Plus the industry challenges, GDPR, Move to fee transparency, move to fewer SSPs/DSPs, Apple's ITP...
Feb 2018 - rthm/yume takeover, 'new' management takeover.
July 20-F published in July
Aug NDA signed
Sept CFO resigns, Mark Zorko appointed...
Nov New Nomad, Broker
Feb Mark Zorko, 'new cfo' resigns after just 5 months..
20-F
"As a result, RhythmOne is subject to the GDPR when it provides its targeting services in Europe."
"Complying with any new regulatory requirements HAS resulted in increased costs"
Form 20-F RhythmOne plc For: Mar 31
"In particular, Europe's new General Data Protection Regulation ("GDPR") (which came into force in May 2018) extends the jurisdictional scope of European data protection law. As a result, RhythmOne IS subject to the GDPR when it provides its targeting services in Europe. The GDPR imposes stricter data protection requirements that may necessitate changes to RhythmOne's services and business practices. Potential penalties for non-compliance with the GDPR include administrative fines of up to 4% of annual worldwide turnover. Complying with any new regulatory requirements HAS RESULTED IN INCREASED COSTS and could force RhythmOne to incur further SUBSTANTIAL COSTS or require RhythmOne to change its business practices in a manner that REDUCE ITS REVENUE or compromise its ability to effectively pursue its growth strategy."
https://www.streetinsider.com/SEC+Filings/Form+20-F+RhythmOne+plc+For%3A+Mar+31/14454121.html
These risks include those the company has already warned about...
The company has warned:
"MATERIAL WEAKNESSES", "SIGNIFICANT" costs, "ADVERSELY AFFECT...OPERATING results..IN THE FUTURE.""
"D. Changes in Internal Control Over Financial Reporting
As a result of material weaknesses related to the ......."
https://www.sec.gov/Archives/edgar/data/1713721/000143774918014094/rhyth20180713_20f.htm
Page 43..
"SIGNIFICANT costs", SUBSTANTIAL MANAGEMENT TIME", "ADVERSELY AFFECT...OPERATING results..IN THE FUTURE."
"The combined company will incur significant costs and devote substantial management time as a result of becoming subject to reporting requirements in the United States, which may adversely affect the operating results of RhythmOne in the future. "
https://www.sec.gov/Archives/edgar/data/1713721/000119312517377843/d399085df4.htm
The words about "material fluctuations in it cash position on an ongoing basis" in the recommended offer RNS rather undermined the idea that R1 was now going to be consistently and strongly cash generative, don't you think?
"If this proves to be the case, the RhythmOne Directors would expect to report a higher level of net cash at the yearend balance sheet date than that for the interim balance sheet date. However, it is expected that RhythmOne, as a standalone company would continue to experience material fluctuations in its cash position on an ongoing basis."
We won't know until the figures are out (after the event) and that is the only issue I have
To suggest that " R1 is now strongly cash generative and profitable" is unproven and always has been.
I don’t think RTHM really has an independent share price now. It is 28/33rds of TAP’s share price.
The R1 sp was never twice the price just before the deal was announced and in any case the low R1 sp now is irrelevant as the ratio of TAP to R1 was calculated when the sp was higher.
I can agree that it would be reassuring to see audited results for both companies prior to any vote on the takeover.
That is the only niggle I have - if R1 are doing so well then why not wait until results are known?
In this case being acquired might be the only way for shareholders to regain some of their investment
R1 been losing money for years, and its stock price has suffered as a consequence, despite all takeovers/mergers to date.
Hoping to get the deal rejected in the R1 vote is a real david vs goliath ask unless Lombard Odier come out against the merger (or a counter-bidder emerges) I think.
If you look at those who gave either commitments or letters of intent you're at 54% of the 62% declared, if my records are right, i.e.:
25.3% Toscafund
14.1% Lombard Odier
9.9% R&M
5.2% Viex/Singer
Then it's probably reasonable to assume Schroders and Norges Bank will vote for the merger since they have bigger positions in Taptica. So that would take it to 58% of the 62% declared.
In theory, even if the 38% undeclared is mainly PIs, you could get the 25% (of shares voted) needed to block the Scheme, but it seems very unlikely to me. Many PI's may not feel strongly enough or knowledgeable enough to vote, and some may not even be aware that they can vote if their shares are held in a nominee account.
So I still think LO holds the key. Edenbrook could get some publicity by coming out strongly against the deal, but their position is too small (and perhaps their UK profile not high enough) to have much chance of success I would have thought unless they can get LO onboard.
Of course, if a counter-bidder comes in with an offer, or even a declared intention to offer subject to seeing the books, then it would be a very different position.
The only other wrinkle I could really see is if Edenbrook are somehow able to get an injunction against completion (until the case is settled) as part of their litigation in the US. Presumably they will feel it's going to be easier for them to get the proceeds of any financial settlement judgement against R1 while the parent company is still UK-registered and subject to some US SEC regulation.
And I have to say, I think I personally would be indifferent about a shortish delay if it resulted in full disclosure of R1 (FY19) and Tap (FY18) results before the vote. While I feel that merger almost certainly is in the interests of R1 shareholders (so the sooner it completes the better in one sense), I would feel better if I could see, in audited results, that both companies had performed broadly as expected.
I don't see a counter offer coming or LO trying to block GW. They'd have known the terms of the deal when giving the letter of intent. Tosca buying TAP suggests they are unmovable.
Just wish we had some details on future revenue and profit forecasts as well as the cost/revenue synergies expected. There seems to be almost no information on this that I can see.
Anyway, that's what I've bet on as only hold about 10k R1 shares now. Rest in TAP.
I guess we'll just have to wait and see how it plays out.
The market isn't acting as though it expects any problems with the merger. R1 pretty much trading at fair value, with no consistent discount for completion risk or premium for counter-offer that I can see.
On the other hand, there is no declared arb player as far as I can see (i.e. no-one who has a long-short position which would reflect the merger terms) so who is driving the R1 price to fair value? The market makers? Toscafund and LO?
If LO and/or Edenbrook are planning anything, I would have thought they need to get it out in the open next week. Together they have a bit over 25% of the declared positions (16.5% out of 62%) according to my records, so effectively a blocking vote if only the declared positions vote. And even some of the declared positions may not vote, looking at typical AGM votes. But they wouldn't want to leave it to chance that abstentions would be enough for them to block.
So I would have thought they want to make their case (if they have one) to other shareholders. Declared shareholders they can cover in private, but PIs and non-declared shareholders they presumably need a public approach for.
So a counter-bidder to emerge or an appeal from Edenbrook/LO earlyish next week I would have thought if anything is going to happen. But as I said at the start, the market doesn't seem to be expecting anything.
Pure speculation on your behalf.
Fact is, when a merger takes place, two boardrooms become one, which mean several board members will be for the chop.