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The MESH proposal is very short on detail - their statement is a bit gungho, whereas that of ASLR much more measured.
Can MESH raise circa £70M?
And could MESH list with the recently appointed Mr Bonnier on the board?
AAA now up 7.6% to 3.30p - 3.50p.
So instead of acquiring a tangible holding in Sentiance and an option to acquire a further stake up to 32%, and completing the RTO, ASLR will get some unspecified amount of restricted ordinary shares in MESH, which is private, owns just 14% of Sentiance and has failed multiple times to raise the cash required to acquire a controlling interest.
The MESH announcement says only that it has made an offer to acquire 100% of Sentiance. There are no details whatsoever about that offer or any timeline for acceptance/completion.
All MESH says is it will complete its deal with ASLR, which is cashless and means nothing, by 10 August.
The timing suggests ASLR is in no position to proceed with the RTO before the 14 August deadline on suspension and this transaction allows ASLR and MESH to kick the Sentiance acquisition into the long grass again.
The question for holders of ASLR is what is the value of restricted stock in a private company that has proved time and again it cannot complete the acquisition of Sentiance and currently owns only 14%.
Note that MESH took a substantial write down on its stake in Sentiance in its recently published accounts valuing it at just £8.9m and it has taken a substantial secured loan from the Bonnier family at 16% pa to keep it solvent.
Hard to see how restricted stock in MESH is appealing.
Quite a few £10K buys going through on AAA and now up 6% to 3.30p to 3.40p - so I guess that is something of a seal of approval for the deal - but then it depends on who is doing the buying.
Makes you wonder what ASLR shares are worth.
There were of course those warrants at 130p, which are excercisable if the price reaches 280p for 5 consecutive days....
Mind boggling if they manage to pull any of this off.
Difficult to say as we (ASLR - a listed albeit suspended vehicle) is being offered shares in MESH - which was once listed but now delisted.
You would have thought it better to have shares in a listed vehicle, and the deal to be the other way round, although no doubt MESH will ultimately list.
But to buy out Sentiance, if done in cash, MESH needs to raise around £70M.
MESH listing assumes of course that Mr Bonnier, if he remains a director of MESH (appointed over the weekend, it appears) sorts out his differences which the FCA.
The only listed (and trading) vehicle involved here is AAA, which has as its only significant asset a holding and options in ASLR and their share price is up today - gone from 2.90p - 3.20p at open to 3.10p - 3.30p now - all buys and someone seems keen to pick up blocks of 100K.
AAA has been quite strong recently, so that has been something of a barometer for me.
So I guess that signifies approval of the deal.
Note worthy that the MESH deal is due to be done by 10th August 2020, whereas we are due to delist on 14th August 2020.
Bit tight but if we are not doing an RTO, then maybe we can come back anyway.
Update on proposed transaction with Sentiance
Tue, 14th Jul 2020 07:29
RNS Number : 9300S
Asimilar Group PLC
14 July 2020
The information contained in this announcement is deemed by the Company to constitute inside information as stipulated under the EU Market Abuse Regulation (596/2014). Upon publication of the announcement via a regulatory information service, this information is considered to be in the public domain.
14 July 2020
Asimilar Group plc
('Asimilar' or the 'Company')
Update on proposed transaction with Sentiance
Further to the announcements on 4 and 12 March 2020, Asimilar Group plc (AIM: ASLR) is working on preparing an admission document relating to the proposed subscription in and the granting of options over the equity of Sentiance N.V. ('Sentiance').
The Company notes the announcement published by Mesh Holdings plc ('Mesh') this morning that Mesh has made an offer to acquire the entire issued share capital of Sentiance.
As part of this offer, the Company has received a proposal from Mesh that Asimilar would receive compensation from Mesh in the form of new ordinary shares in Mesh in consideration for the Company novating the following to Mesh:
i) its rights to subscribe for 10,000 new Sentiance shares at a price of €750 per share ("Initial Investment");
ii) an option to purchase 32,225 existing Sentiance shares at an exercise price of €650 per share ("Option 1"); and
iii) a further option to subscribe for 10,000 new Sentiance shares at an exercise price of €750 per share ("Option 2"), all as announced by Asimilar on 4 March 2020.
The Board of Asimilar is exploring the terms of this proposal with Mesh and is pursuing appropriate due diligence to assess its merits.
In the meantime, Asimilar is continuing to work with its Nominated Adviser and other professional advisers on its admission document in relation to the proposals announced on 4 and 12 March 2020.
Further announcements will be made in due course.
-Ends-
Some movement over at MESH Holdings.
The recent accounts to 30-9-2019 are now on their website. Haven't looked in great detail but they appear silent on whether the Sentiance options have been allowed to expire of have been renewed/extended.
Of greater interest is that Robert Bonnier has been appointed an executive director of MESH. His wife of course is the largest shareholder there with circa 10%.
This appointment appears to have happened within the last day or so, and is not yet registered at Companies House.
Bearing in mind Bonnier's previous attempts at making a listed vehicle comeback failed -
This from 2006
https://www.thetimes.co.uk/article/bonnier-exit-ruins-comeback-plan-lc6nf5mg272
This from earlier this year -
https://www.thetimes.co.uk/article/dotcom-financier-robert-bonnier-linked-with-sentiance-bid-6ljrwkcg6
"A spokesman for Mr Bonnier said that “Mesh is in no way a comeback vehicle for Robert” and that his business interests were outside the UK."
Bearing in mind that the FSA may not look favourably upon Mr Bonnier being a director of a listed vehicle, this may mean that MESH has given up on listing, and would this therefore make it more likely that any deal would be more likely to be done via ASLR?
Other random points - ASLR will be delisted on 14th August 2020, if it does not come back from suspension.
Also AAA continues to be remarkably popular, despite its only real interest being shares and options in ASLR. Contrast with another of Mr Akers vehicles PIRI where the share price has been underwhelming recently despite his increasing his stake to 15%. He also bought a small stake in minnow Trafalgar Property last week.
The clock is ticking......
MESH Holdings filed accounts today at Companies House - 8 days late - copies available within 5 days - maybe a hint in there as to what is happening at or with Sentiance?
Not before too long hopefully. I have over £28k tied up in this one !!
Would anybody know when this might start trading again?
Any updates on this reverse takeover, seems like company need to update shareholders.
Lindsay Mair resigned as a director of Mesh Holdings on plc on 12th May 2020 after 3 months in the job. He was the FD.
Companies House filing today.
Not on MESH website.
https://beta.companieshouse.gov.uk/company/03904514/filing-history
Job done or pushed out?
Mike Power and Rory O'Sullivan remain.
Rory O'Sullivan a shareholder here.
The day after Lindsay Mair's resignation, on 13th May 2020 Mike Power emailed some MESH shareholders to say progress being made and "a breakthrough imminent".
On 14th May AAA took options over 20.5M options in ASLR @ 6p/18p, getting them cheap from Chris Ackers.
Clearly interesting activity around a week ago involving what I would refer to as the "Sentiance companies".
*quid pro quo
My post yesterday -
"AAA is being granted options by certain unnamed holders of warrants in ASLR to acquire those warrants which in turn allow them to acquire shares in ASLR."
It appears from previous filings that many of those warrants (at least half) are owned by Chris Ackers himself.
So it looks unlikely that he could be strapped for cash.
Instead possibly a way of transferring value into AAA, in which he himself is an 11% shareholder, rather than taking the value for himself?
Intriguing as the re must be a pro quo somewhere.
AAA not hanging about - just announced £1.2M placing with 80M shares @ 1.5p with 80M warrants at 2.5p!
And a further 42M warrants @ 2.5p to those who were to fund the original placing - so no one will lose out when the goodies (whatever they may be) are doled out.
Current price even after 20%+ rise 1.775p.
Purpose - investment and working capital - but presumably some earmarked for interests in ASLR.
EGM 12-6-2020 admission 16-6-2020.
Not clear whether Chris Ackers is taking part in this as he is not mentioned under related party transactions but Peter Antonioni is as he is putting in £300K.
They are keen to get on with this and are not awaiting due diligence on the two new directors before proceeding.
Funnily enough two of Chris Ackers other companies are raising at the moment - PIRI gets the first tranche of its placing away tomorrow £450K, and DEV announced a £10M subscription yesterday first tranche of £2M to be away by the end of June.
All unrelated, I'm sure.
I wonder how our £7.5M proposed placing is going?
Feverish activity - question is to what end?
And the MESH Sentiance warrants expire at the end of June 2020.
More goings on with Asimilar today, although not directly involving the company.
Odd that it should occur on a day when some MESH holders have received emails from the CEO after what is apparently a period of silence.
AAA is being granted options by certain unnamed holders of warrants in ASLR to acquire those warrants which in turn allow them to acquire shares in ASLR.
It looks like they're getting in total 20,500,000 warrants each to acquire 1 share in ASLR.
15,500,000 @6p (expiry 31-10-20) and 5,000,000@18p (expiry 31-9-20) making an average of 8.9p per share and a total price of £1,830,000 to be paid out.
AAA are only paying £60k to acquire the options - presumably most of it covering legal fees etc but if they do exercise the options they will then issue 231M shares in AAA to the warrant holders @ 1.5p which would be equivalent to £3,465,000 or 16.9p per ASLR share.
Add in the legal fees etc and if the warrants are exercised they're paying the equivalent of 26.1p per ASLR share.
How come so cheap when the listed price prior to suspension was 47p and shares have recently been purchased @70p with options at 130p.
So - either the ASLR share are only worth 26p; or possibly there will be much greater upside owning AAA shares ie if the AAA shares triple then they will get circa 70p of value out of their ASLR options; or the warrant holders believed that they were unlikely to come up with the £1,830,000 required to exercise the options prior to expiry which is 4 to 5 months away, and this was the best deal they could cut in the circumstances so as to realise some value from their investment.
AAA bear no risk, apart for the £60K, as if the warrants expire it will have cost them nothing, apart for the £60K.
Warrant holders can't lose, as they get shares in AAA @ 1.5p if warrants exercised (already now up 31% to 1.9p) and don't have to worry about finding any cash. If the warrants expire they would have expired anyway.
AAA shareholders potentially win big getting ASLR shares for 26p, when maybe they're worth 47/70p and they themselves have recently taken options at 60p.
So now we know the likely purpose of the intended fundraising and why Peter Antonini is willing to pay 1.5p for new AAA shares with warrants at 2p, rather than the originally proposed 1p. If exercised and they are worth 70p it will be a big win for AAA.
Meanwhile PIRI has changed its registered office today - probably just housekeeping.
All suggests that the Sentiance deal is still moving ahead slowly, otherwise no one would be bothered going to all this trouble.
Of course for there to be any value here then the Sentiance RTO needs to complete and that company needs to be worth in excess of circa £70M.
All IMHO, DYOR etc etc...
Posted this morning on another board, although the email is undated, presumably recent, within the last day or so -
"Dear Lee,
Thank you for your continued support of MESH Holdings plc.
Like almost every other business, we've had to contend with COVID which has slowed us down significantly. That said, we have remained focused and we are very excited by the initiatives we are planning with our core holding, Sentiance NV.
As you know Sentiance is a leading edge AI company with some very significant global clients. Our AIM is to expand the Sentiance business to embrace a Consumer-to-business (C2B) model. We are working with some global partners (well known major technology firms) and investors to close a deal between MESH, Sentiance and some partner firms which will deliver a transformative outcome for MESH shareholders. I expect to be able to announce the closing of this deal in the next several weeks.
Lastly, I'd like to let you know that I have been a part of this story for over 2 years now. I have considerable ‘skin in the game’ and I’m committed to delivering this outcome along with some liquidity to MESH shareholders. I’m very excited by the progress we have made and I’m confident that a breakthrough is imminent.
Regards,
Mike Power
Chairman"
I don't know why the trades have disappeared from here.
I did comment on the 31-3-2020 trades @ 35p on that day, if you look back through the posts.
The 1.2M shares sold that day at 35p in nice neat symmetrical parcels coincides with the 1.2M share investment made by AAA that same day in ASLR @ 70p.
I suspect that the other various sales would also coincide with purchases made by various movers and shakers. Obviously there is a purpose to this (although some would have us believe that a false market is being created in the shares, notwithstanding suspension), but the precise reasons for this are unclear at present.
No doubt all will be revealed in due course.
Fundraisings presently involving Chris Ackers going on at AAA and PIRI at present - circulars anticipated at both - may reveal more.
31-Mar-20 13:03:27 35.00 17,143 Unknown* 0.00 0.00 6,000 O
31-Mar-20 13:02:52 35.00 40,000 Unknown* 0.00 0.00 14.00k O
31-Mar-20 13:01:29 35.00 142,857 Unknown* 0.00 0.00 50.00k O
31-Mar-20 13:00:48 35.00 142,857 Unknown* 0.00 0.00 50.00k O
31-Mar-20 12:59:55 35.00 285,714 Unknown* 0.00 0.00 100.00k O
31-Mar-20 12:59:28 35.00 571,429 Unknown* 0.00 0.00 200.00k
Why have the trades in ASLR that went through after the suspension on 14 Feb (listed below) disappeared from the trade history so that now you only see the trades at 70p?
21/02 @ 51p
27/02 @ 51p
04/03 @ 35p
18/03 @ 35p and 55p
31/03 @ 35p
They’re still shown on other sites but not here.
Got the same cancellation. Think they fear too many insiders spreading fake news..
It appears that AAA are attempting to build a Medium Mcap company from the ground upwards by hype only. Could then ASLR team up with AAA to make a new consortium to go forwards and bring Sentiance back to the AIM party w/o Mesh ?
The point of any forum is to share views that are in opposition. Why are views that question whether a company is worth what its purported to be worth in a reasoned way met with aggression and derision, and notably no meaningful rebuttal?
What are the chances that come the end of June, MESH’s Sentiance option will lapse because they haven’t raised the required £30m, for the umpteenth time, and then ASLR will announce they have assumed MESH’s option and then there will be a necessary further delay while ASLR tries to raise what will need to be in the region of £60m and that will go on until time runs out and ASLR gets kicked off AIM?
2 posts stringer bell? 1 post for me because this site cancelled my registration as seagullview. Maybe they don’t like the truth?