Xlmedia Share Chat (XLM)

I looked at almost all the gambling clubs in the catalog and even started playing. From the full list of casinos, my attention was drawn to the establishment - https://jennycasino.com/casino/playojo-casino/ . Its entertainment catalog has many interesting games. A large number of slot machines have a high percentage of RTP, which pleases me.

This is a good investment. I always liked online slots games and searched for the most interesting and fascinating of them, so playing at online casinos https://jennycasino.com/top-rated-online-casinos/ gives me the greatest pleasure and also big winnings and big money, and this is also very important.

It's so hard to predict what the final payout will be. My low confidence estimate is about 10p, maybe a little less.

Interesting to note your breakdown of figures especially as I have managed, through procrastination, distraction and failure by my agents ro act on my instructions to take up tender offer, to hold onto my shareholding. It seems that there may still be some hope of recovering some value. I wonder what happens now and what the possible time scale could be and if there is still hope now that the company is delisted? I would greatly appreciate an informed opinion on this.

I got to a slightly lower number than you.

Pessimistic as quite often with these things, the outcome is worse than you can imagine. Also, Ory Weihs sold every single share he had remaining after the tender for just 6p.

"Further to the completion of the Tender Offer, the Company also announces that Ory Weihs today sold his remaining 494,527 shares in the market at a price of 6p per share."

I got a quote for a slug of shares at 6.4p just before the market closed.

Was going to buy a very small position but got scared and chickened out.

As of May 10th 2025.

There are 41,040,915 shares outstanding and the board expects the base case payout to be about 10p per share. Quote from April 29th RNS: "The Directors have looked at the potential scenarios and taken advice to retain a certain amount of cash from the proceeds of the Disposals to meet its liabilities including an element of contingency. While there is potential for both upside and down side to these calculations, in its base case scenario reflecting the remaining shares in issue following the Tender Offer, the Board remains of the opinion that it does not expect there to be more than approximately 10p per Ordinary Share of returnable cash value remaining in the Company. However, shareholders should note that there can be no certainty that there will be any further distributions as part of the liquidation process."

Total cash = 35M (cash balance) + 11.2M + 1M = $47.2M = 37.7M GBP

Payments made = 14M GBP (1st tender) + 11M GBP (2nd tender) + 4.46M GBP (5.945M USD other liabilities payment after 31st december) + 3.5M GBP (1.55M USD trade payable + 3.1M tax liability) = 32.96M GBP

What is left for equity holders = 37.7 - 32.96 = 4.74M GBP / 41.05M shares = 11.5p

If we consider legal and administrative costs of 740k since Dec 31st 2024 (that does seem a bit egregious), we are left with 4M GBP / 41.05M shares = 9.7p

This does match with what they say.

Are these worth a punt at 6p?

Should read

Most likely that people just have small holdings left and want to sell them at any price to close the positions. Does anyone know when the company is likely to be liquidated so any final payments that there may be will be made, is it end of June or longer?

Most likely that people just have small holdings left and want to sell them at any price to close the positions. Does anyone know when the company is likely to be liquidated so any final payments there are made , is it end of June or longer?

I've tendered all my shares already, have zero lef got a small profit.

But given the company said they expect the remaining shares to get a potential payment of 10p a share why the fall off now?

The company offered to tender 70.9% of the shares at 11p. If you elected to take part in the tender, and you had 1000 shares, you will get paid out 11p for 709 of the shares, leaving you with 291 shares remaining.

It's those remaining shares that have not been tendered that are now trading. Management have said we may get 10p for them, or we may get nothing at all. I imagine a lot of people don't want to hold a security that is about to be suspended and would rather take 8p now than deal with the uncertainty.

Why is the share trading at 8p if they offered to buy at 11p, doesnt make any sense

If you go by what the company is saying, you should tender your shares.

They are offering 11p for 70.2% of shares, but are claiming you will only get 10p for the remainder.

Yes, but reluctantly, not quite sure what to do

But on bssis of a bird in the hand !

Yes from ii, should I accept?

RNS today means????

Just playing the xmas cracker.

Just a gamble

HL did not honour my vote - anyone else had the same?

Harpazo2: You are assuming that every Dollar of cash has already been returned to shareholders. I don't think that this is the case.

Group cash at the end of the year for 2024 was $35m. They are due to receive a guaranteed $7.5m and another sum in the range of $3-5m. So that gives $45.5m to $47.5m gross cash. They have distributed $20m of that already in the first tender, that takes the gross total down to $25.5m to $27.5m range. If we take the midpoint of gross cash, we get $26.5m. We also have wind-down cost of $11m-$13m. Let's take the midpoint of that as well and say there's $12m in wind-up costs. That gives us $14.5m to distribute. Divide that by 141m shares and we get 10.3p a share.

We promised 7.5 m and 3-5m for profit share in sold business.

We could have more on costs being less than anticipated?

But with 12.5m being an optimistic remaining amount divided by 138M shares gives 9p a share.

I sold my remaining allocation and will only buy less than 9p

Mgt can’t be trusted.

I tendered all the ones in my ISA, but still have a chunk in SIPP.

I'm trying to decide if the price drift lower whether it is worth buying more. I have a feeling (need to d the sums again) that the final settlement will be ahead of the 11.5p, but that we could drift down in the interim.

I think you're misreading this.

Before the tender Premier Investissement had 73,478,567 shares. They tendered the full amount, which means they're share holding is reduced to 47.02% of its previous size.

73,478,567 * 0.4702 = 34549622 shares.

That's exactly the number of shares they are now reported as having.

SAS Premier Investissement - 34.5m shares? 24.5% position now.

Is this is bid for the remainder of the cash shell about to land?

The share price has been inching up over the last few days. I put in a fake bid just now and was quoted 11.136p to buy. Perhaps the market is starting to price in an approximate return of 12p.

If anyone tendered shares they would be in a better position in that they would receive 11.5P and could still buy some of the shares back at a lower price on open market if they wanted to do so

87.4% of all shares were tendered. It could be possible that of the 12.6% of shares that didn't tender because some were in the US and not eligible. It's also possible that some just didn't nominate to take part because as they forgot to tender their shares or didn't receive an alert from their broker offering it.

To be honest, I'm not reading much into it.

So the first tender has been under subscribed, I guess quite a few betting that the later distribution will be higher.

NO

Just realised 139m shares is 53% of 262m

I think so

There’s now a lot more in the pot.

139m votes cast = = 139m shares.

issued 262m - so does it follow that the residual distribution will be more than many thought?

We practically guaranteed minimum 9p baseline after the tender.

Any other thoughts.

Hopefully with better ear outs and lower costs we will get 12p

Got a mail from my broker today offering two options.

1. Tender the full 52.98%

2. Not tender (default)

Option 2 was the default, so if you wish to take part in the tender then make sure to respond to your broker. Personally, I have chosen to tender.

HL site

Accept or not.

If not u keep your holding or yes u take the offer on 53%.

If with another platform ask. Most use 3rd parties

Does voting for automatically register me for accepting the tender offer

I worried since it’s a 3rd party website that I might not be offered?

Will I get confirmation of my acceptance?

Worried if I don’t accept offer the shares will fall and I will still have the same holding

Found it.

Thank you!

Bim

go to hl

log in

under messages

see meetings

if u have xlm shares you will see an option to vote for/or not

If not the board then who are considered "Restricted Shareholders" who aren't able to tender?

The Company has received irrevocable undertakings to tender Ordinary Shares under the Tender Offer in respect of, in aggregate, 38,932,346 Ordinary Shares, representing approximately 14.83 per cent. of the current issued Ordinary Shares from Premier Investissement SAS ("Premier").

----------------------------

The largest shareholder and board are both tendering the maximum amount. Probably makes sense to do as they do and tender the full 53%.

Each Shareholder (other than Restricted Shareholders) will be able to tender up to 52.98 per cent. of their holding (rounded down to the nearest whole number of Ordinary Shares), with such tenders being satisfied in full ("Tender Entitlement");

· Shareholders will not be able to tender Ordinary Shares in excess of their Tender Entitlement; and

Tabhair, it is likely going to be up to you how many you decide to offer under the tender. You will be able to offer all your shares or none, or anywhere in between.

If the tender is oversubscribed then they will come up with some mechanism of reducing the number of shares bought, for example if every share was offered they would buy only 52% of them. If say 60% of shares are offered they will buy 52/60 of them. It is possible (but not likely) that the tender could be undersubscribed in which case they will buy 100% of the tendered shares and return any left over cash back to the pot.

Some investors may decide to wait for the next tender if they believe the next round price may be higher, or tender everything now if they think it will be lower.

I personally think the second tender will likely be higher, but it is a risk and a quarter away, so I expect the first tender to be oversubscribed.

The wording made it sound like their may even be a smaller third distribution.

Agreed - first payment should be immediate! Total 5h1th34ds. I'm just holding XLM and a handful of other UK shares. But I'm now 80% out of UK Plc. The Tories and Brexit have kicked the UK market unconscious. Labour seem to be doing their best to blow its brains out. I'll be 100% out of UK Plc by the end of 2025. Total waste of time now.

What are these sc*mbags waiting for. They rip us off and still no payment. Biding their time wasting our cash. Should be rules for this. Getting very annoyed with the whole English market

Perhaps I will regret this, but I have bought back in.

"It therefore proposes to undertake an initial tender offer for up to £16 million, circa $20 million in the New Year. This would represent approximately half the Company's current market capitalisation and approximately half the potential total available cash after taking account of reasonably expected costs and liabilities and expected further receipts due from the Disposals (both deferred consideration and projected earn out)."

Upon reflecting on this statement in particular, they have provided guidance on the final pay-out. If you take that line literally, then they estimate a 12.2p pay-out.

Another minor point that may work in our favour is the weakness of Sterling against the Dollar over the last few weeks. The proceeds the company has receive are in Dollars, most pay-outs are in Sterling.

I could of course be wrong. Maybe there are even more costs than anticipated and the company gains no benefit from the depreciation of Sterling.

Maybe, but any company would not commit to exact figures at this stage. The earnouts are in a narrowish range and could still vary, by 2\3 million, and there are external factors like the GBPUSD exchange rate whIch would have an effect if it is still sitting in USD dominated accounts.

Terrible disclosure.

The company is a cash shell. The incoming/outgoing cash should now be in a very narrow range and the company should be able to provide a range of outcomes.

They have chosen not to do this, which makes me think they want to allow for the possibility of more unpleasant surprises.

Whole board staying until the end of June 2025. Of course, haha. Couldn't risk any dip in governance standards during that time.

Absolutely mugged here, lesson learnt.

Do they need to tender the shares above market value? What's stopping them from tendering at the closing price on the day that they announce?

If I hadn't lost money on this, I would be laughing.

They bought expensive assets and ended up paying the full earn out. They then sold assets on the cheap and didn't get anywhere near close to the earn out.

Any remaining proceeds have been gobbled up by costs, many of which should have been transferred to the acquirer of Europe/NA.

With all this leakage, you would have to wonder why they didn't put the company up for sale as is after the European assets were sold. Surely would have generated a better return than what followed here.

I am permanently out and have taken the L on this one. A real lesson learned, no more liquidations for me. They always end up going much more rubbish than you can possibly imagine.

21st october -

· the total consideration for the north america disposal represents an implied value of up to 8.8p per ordinary share and a multiple of 5.5 times adjusted ebitda 2023 for the north america business.

· total consideration for both the north america disposal and the previously announced europe disposal, including all earnout payments due, would generate up to $72.5 million in cash before costs and liabilities.

blatant bull****. less than two months ago, they say this and they would have known roughly how the two businesses were ‘tracking’. now they expect $3-4m in earn out, across both.

i hope some institutions can look into this as us lowly pi’s don’t stand a chance.

I apologise for my estimate

Staggering amount of redundancy payments since most of the Staff moved with the new owners.

Shame we can’t vote again. Shameful offering up to 21p to get the deal done and lucky if we get half.

So napkin maths:

$48m cash assuming lower end of the earnout range.

$13m winding up costs assuming upper end of range.

= $35m to distribute (approx £27.5m)

Really bad outcome. Would expect MCap to now stabilise around £25m level.

I had a quote of 11.23 and stupidly didn’t take it. I’ll have to hang on now but you just know they’re going to f#ck us over again, at the end. Directors sorting themselves right out, IMO.

The NA assets which cost over $40m ended up being practically given away after all the leakage.

I estimate between 9-10p return. I sold everything at open. No point hanging on to get my money back, or likely slightly less.

So we’re now at pre North America sale announcement. So that was worth nothing. Astounding! The Wild West AIM!

I can see a similar split ratio, 9-10p now, 5-8p later. I think they may hold on to more.

Its getting late for a 4q announcement, they will have to announce and declare a payment effective date in the future, plus organise the payment, unless it is early next week we won't be getting money until new year.

Have to wonder if someone is interested in the cash shell, all very quiet apart from the consistent large block buys that have been going on all week.

I’m going for around 10p initial payment and 7p next April when final payments arrive, could be slightly higher depending on earnings.

I’m believing Rich and Rich will want their funds back for Directors buys 2 years ago.

Large round number buys, but who the hell sells £1.72 worth of shares? I mean it's a market maker trick to generate trades that show the spread whilst making a market, but even so, it's a bizarrely lame small amount.

I've been thinking about the initial return a little, it could be a fair bit larger than 7p, I'll do a soearate thread so everyone can disagree... 😁

Opening balance at 30th June 2024 $19.4m after $20m in less Eu most transaction costs plus existing cash

Paid out September 2024 ($4.0m) final acquisition payment, balance $15.4m

2nd October 2024 $10m EU, balance $25.4m

13th November 2024 $20m US, balance $45.4m

Initial return to investors? A guess at $35m ?

2nd April 2025 $7.5m EU, Balance $52.9m less initial return to investors and costs

2nd April 2025 Maybe $5m from EU

April 2025 Maybe $10m from US

Maximum final cash position $67.9m, minimum $52.9 less initial return and some additional transition costs

I'm ignoring EBITDA, operating costs, and interest received as we simply don't know what they are, plus rightsizing costs (hopefully minimal). The EU deal costs are baked into the initial cash position, excluding the remaining minimal rightsizing costs. The US deal costs should be lower as it is a smaller deal, there is no tech carve out, and almost all staff will go with the deal. $5m would be pessimistic I think.

Per share

I'd guess the initial return will be i.r.o. $35m given the cash balance should be somewhere up from $40m and a minimal number of staff should remain in the business.

259.23m shares in issue

$35m initial return should be i.r.o. 13.5c per share, or 10.7p

April 25 there should be somewhere between $17.9 and $32.9 less costs, so maybe $13 - $27m left to distribute allowing for $5m of costs.

$13m would be 5c, $27m 11c, or 4p to 8.7p in round numbers.

14.7p minimum to 19.4p maximum?

Guessing... But...

It is likely there will be the equivalent of an xd for the distribution, the announcement will not be effective the instant it is made.

I would also expect the announcement to indicate not only the first distribution, but also indicate tbe value and timing of subsequent distribution(S).

For example, I can see them announcing a 7p distribution now, followed by a 6p distribution early in the new year with an additional distribution of up to 5p in April.

Do the shares fall to 5p or do they fall to somewhere between 5 and 10p then?

Basically we won't know either the values or distribution method until the announcement is made.

Any idea on what happens to the share price after a distribution is declared/announced? (Please correct me if I am wrong: I am assuming if currently trading at 12p, and they declare a distribution of 7p, the price should drop to around 5p. My concern is if the drop happens immediately after announcement, after the distribution is made or somewhere in between?) Thanks

No news and the trades have dried up too. Just added my last slice, have enough now and the peck coffers are drained.

Looking at the trades today I wouldn't be surprised if the RNS came out in the morning. Virtually no small trades, virtually all multi k buys. Lots of six figure (shares) buys.

So, if the numbers are going to come out higher than the current price would we expect to see any leakage related trades before the news release? I know it shouldn't happen, but always does.

Interesting, still none of my trades showing. They did nudge the price a little I think.

I wasn't being critical Tabhair, I own a lot here too and just bought quite a few more, not showing yet.

I'd be happy enough with an outcome in the region of 15p, hopeful for more, very doubtful indeed of less.

At 12p I can't imagine there being much downside risk, although I have been wrong before.

I still think there is a slim chance of a cash bid for the shell, but London being a lot less popular than it was this may be limited.

I added the operating loss more for contingency. There's likely things I have missed.

Perhaps the American business performs more poorly than expected. Maybe laid off staff not moving over to the new company have to be paid for longer than anticipated. There could be extra costs the company have to make as part of the sale, the company specifically has to support the American business for a period after it's been sold. Maybe there's a lease on an office that needs to be paid off. Could be any number of things.

We just don't have enough information, so I decided to kitchen sink a guesstimate. My experience of doing these special situations in the past always leads me to be cautious.

I will be thrilled to be proven wrong though. I own a lot of this!

Agree, don't understand the operating loss in calcs.

They may have earned some interest on cash, and also the exchange rate is also a factor to consider. Do wonder if there will be a payout before Christmas though, will they continue with plan of doing one by the end of the year or will they change plans to do one big one at later date

Would be nice. But you know directors. They forget it is not their money. Wouldn't be surprised if it's Xmas eve before we know.

I am going to call it. We're going to get an announcement of a distribution this week, I feel it in my gut! ;)

Yeah, I thought we might have had news on an initial distribution by now...

Everyone seems to be forgetting the estimated £5m EBITD for this year as well.

Also, how does the £30 loss on the American assets work. Can we write this off against any profits??

I’m still believing 19p in total, it does depend on how much the remaining Directors want to pay themselves.

What might be the upside? Will it be a special dividend?

Absolutely. We’re currently valued at £31m and I believe there to be @$45m in cash with the company. That’s £35.5m. A further definite $7.5m in April with a potential further $15m earn out. That sum will be staggered depending on performance.

Do the maths. There is zero downside here.

The downside risk seems minimal.

Just a little patience required.

I'm advising caution. But go ahead fill your boots

Lucky, no it does not. You haven’t read it.

“In total, the expected proceeds from the North American and European business sales, including potential earnouts, could bring XLMedia’s total cash from disposals to around $72.5 million. Based on current shares outstanding, this represents an implied gross value per share of approximately 21.2p—significantly higher than the pre-announcement share price of 6.6p.

The company by April of next year will have between 57.5 to 72.5 million dollars in distributable cash, if we subtract 5 million dollars in costs we will end up with a total cash balance of 52.5 to 67.5 million dollars by April 2025. We end up with an upside between 20% and 68% in less than a year and minimal risk.”

Maybe you need to re read all the RNS’s.

Yes I saw that. But there are other costs which will likely exceed that. Also this assumes full esrnout payments.

Did you read it? They literally said $5m for costs in the article.

That is a very poorly constructed piece. Written clearly by someone with little knowledge. There are no allowances for various costs. I think there is a little to be made here but be careful.

I think a distribution is imminent.

The company has pledged to return capital by the end of this quarter. They are going to want to get the initial distribution out before the break for Christmas. Could easily get an announcement this week. That is just my guess though.

Ok thanks no doubt will have to wait for the confirmation either way

The company could do a B share redemption, that would mean the returned cash is treated as a capital gain rather than income.

I would be very surprised if they did ordinary dividends. There are very large shareholders here who won't want to have to surrender half of what's left of the liquidation proceeds as income tax.

Would anyone know if the distribution due will be classed as a dividend or otherwise just thinking from a tax perspective thanks in advance

Yep. I think we should see @11p per share paid to us shortly, with possibly 6-7p per share in April. No brainer.

I’m with HL but heard nothing yet

Should have been. HL use ANO to manage these matters - cut off was 1 Nov for HL cliients

I thought cut off date was the 5th?

Anyway I think it’s a slam dunk.

Let’s see what the first distribution is.

Too late now the votes are in. Anyone vote against?

Hopefully they will be a lot closer to 20p distribution than 10p.

Yep, I read that.

The key word in their statement is 'intends'. Intends implies that it is possible that something may happen that will prevent the board doing what they intend. Admittedly they have to allow for the unlikely possibility of losing the shareholder vote, but it is also possible that other things may happen, one of which is a value add bid for the cash shell. The outcome is not yet nailed on.

All passed await the amount of the first distribution

The company indicated this week that it intended to go the cash shell route. That may mean no distribution. A cash shell serves a specific purpose, it can help a company wanting to list on the market avoid the cost and admin pain of an IPO. A $70m ish cash shell would be an interesting target.

It could be the way this plays out is that all the cash is retained in the company until they find someone wanting to acquire the whole business. So rather than a dividend distribution current shareholders may see a stock and cash offer, cash only, or stock only offer for their shares.

I think it's probably a bit in the air what will actually happen here.