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Kino situation seems very different to me... The board was against the possible offer and access to due diligence was denied.... In common with DX seems to e both are possible under-offers. But our DX largest holders quoted in past posts seem very keen to make a quick back
Good points, KINO being an example of the share price rising to the potential offer price anyway after they pulled out
The 48.5p will be disputed. If HIG go right up to the extension deadline (9th Nov) to announce a decision, then it's likely the divi will be locked in and HIG will want to reduce their offer by the divi amount (as per the original RNS), so 47.5 p per share looks more likely.
There's also the outside possibility (re: the thankfully unsuccessful take-under offer for KINO) that HIG release an RNS to trash what they find about DX in their DD, and try to weasel a lower offer.
Other than the high likelihood of HIG reducing their offer to 47.5p because of the divi, I'd be wary of trying to intuit too much about this process.
My guess is this extension might be well be presented as further time needed by HIG for its due diligence (to adhere to protocol) but in reality to do with HIG either trying to find funds/backers or unable yet to organize their own structure in which to fit DX... The 48.5 is undisputed so far and HIG would not have gone into the extension if changed its mind about that
Also, is the 4 week push back a statutory time frame? i.e. any delay is in 4 week periods? just being hopeful it may be pre that
Morning,
Yes to be expected and framed positively regarding the takeover, the rest of the info is just a necessary evil of the process.
Will be interesting if it does give others time to consider now results have been published
Not much to be said really. It takes as long as it takes.
It's positive that they haven't found anything so far that has caused them to pull out and a little more time if anyone else has their eye on DX.
Morning all
So, extended until 6th November and here's the icing - "The revised deadline may be extended further, at the request of the Board of DX and with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code."
Then there was the added caveat that there can be no certainty a firm offer will be made! : )
So, for the immediate future I look forward to the dividend, and before we know, Christmas will be upon us!
(Apologies. Sarcasm is indeed the lowest form of wit!)
Onwards and GLA.
PS
I've been following the Metro Bank debacle and beginning to believe that DX isn't quite as...
I do believe this was predicted.
"If DX declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, H.I.G. reserves the right to make an equivalent reduction to the Possible Offer."
Any buyer buying any company would have that clause or something like that, to safeguard that in the time between the possible and the mandatory offer the company does not transfer capital/funds to shareholders. But what company board would be so foolish to abolish their dividend plans on a clause from a possible buyer who might not buy anyway? I would have accepted it as reasonable if it was to meet a mandatory offer but never a possible offer. Therefore for me the statement is saying HIG would reduce their possible offer to cover the dividend, so the mandatory offer would be 48.5 minus 1p dividend... Any variations from that would be based on other issues (("other return of value or payment to its shareholders")) and have nothing to do with the dividend
Thanks Deep. I wasn't far off. The point I am making is that if the possible offer changes to a intentional offer and then it becomes a formal offer put to shareholders they are pretty much guaranteed 30% as long as its above 45p. In that instance it would risky for shareholders who reject the offer because there is no guarantee a subsequent offer would come again anywhere near 46p and we don't know what HIG's plans are for the business and it's legal status depending on what % support for the offer is if it comes. I'd be suprised if HIG don't know the level of support from the other II's owning 3% or more who haven't declared their position publicly like Lloyd and Gatemore. It might all be irrelevant if HIG withdraw.
Morning all
Some very quick research and apologies for any repetition but this is what I have understood.
Under the takeover rules, if undertakings to purchase shares totaling 30%, aka the 30% threshold rule, of a company have been given, this often triggers an obligation to make a mandatory offer to the remaining shareholders at a price not less than the highest price paid for shares during the last 12 months.
If HIG makes an offer to all shareholders at 46p and ACQUIRES 50% of the issued share capital, they may indeed be required to make an offer to the remaining shareholders as per the takeover rules, ensuring that they receive a fair and consistent offer.
Not sure if I'm splitting hairs, but Lloyd & Gatemore make up 29.6% which of course is below the 30% threshold. Accordingly, has the triggering event even been satisfied?
As I've stated many previous occasions, I understand very little about about the share market and particularly how the AIM works, so please excuse my ignorance.
There is something at the back of mind.I am not a 100% on the takeover code so please don't take this a factually correct. But undertakings have been made to HIG by lloyd and Gatemore of virtually 30% of the issued share capital of the business. At 30% doesn't a mandatory offer then have to made to minority shareholders at a price not less the the highest price in the last twelve months. Therefore if an offer is made at for examples sake 46p to all shareholders and HIG get acceptances of say 50% of the issued share capital then don't they have to make offer to the remaining shareholders. There is no guarantee ofcourse that it would be anywhere 46p ofcourse.
I think there is more to it than that though. Does anyone know any more than me as I don't have the time or inclination to research it now.
Of course you are right portswigger, HIG have said all along they would reduce the offer price for any dividend payment. Not sure why email thinks otherwise.
Both fair points, results would hopefully point towards a deal close to the 48.5 stated but we shall see.
Just hope this doesn’t drag on and hold progress either way.
No problem with a different opinion e-mail. What underpinned my statement was the following taken from HIG's RNS on the 12 September.
"If DX declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders, H.I.G. reserves the right to make an equivalent reduction to the Possible Offer."
Two of the largest shareholders have already stated they will accept 45p so the question could be...
So in HIG's position why wouldn't you reduce your offer especially if no-one else is in for them?
It's not to say they will though. I have no idea what's going to happen it's just a matter of opinion.
Ports.
your "I full expect it to be reduced in light of the dividend announcement.".... I find that intriguing... it seems you are assuming that either HIG did not know about the dividend or of DX's dividend plans or that they expected DX to drop their dvd plans in the light of their offer. My opinion diverges from all that. HIG were fully informed/knowing about DX's dividend plans prior their intentional offer, and that DX would not withdraw the dvd just to please a potential buyer who is not obliged to buy and might not buy at all... Therefore I would find it unlikely HIG would decide on a reduction of their offer based solely on DX's dividend announcement. Besides the dividend is ridiculously low to stand in the way of a serious buyer
It should be remembered that all HIG have to do by Monday is notify of an intention to make an offer or not. There may be no details of any offer at all which will come further down the line if they do have the intention. As the dividend is payable on the 7th December it is in my view very unlikely it can all be completed in that timeframe. If there is an intention to make an offer I full expect it to be reduced in light of the dividend announcement.
Many thanks Bod. Since we've waited this long, what's a few more...
In terms of the SP and bearing in mind the recent results, I wouldn't think twice of buying back in. Let's see how things unfold.
Extensions and delays are the order of the day on AIM, so I'd imagine we'll get an RNS on Monday stating that talks are still on going.
I'd also imagine that if HIG retracted the offer, then the share price will drop back down to low 30s. Which is ridiculous of course, because DX should be valued much higher than 48.5p.
A short-term dip (on paper), but worth more for holders in the long-term.
Afternoon all
Still no formalisation of HIGs offer bearing in mind the deadline is Monday.
Cutting it fine would be an understatement.
Having a slightly better, but not by much, understanding of the AIM and DX, I wouldn't be surprised to read that the deadline has been extended!
In the event that the offer fails to proceed to fruition, I would be very interested to note how the market reacts which of course would be reflected in the SP.
The above said, there's still a day to go, and que sera sera...
That was/is my exit point
Why 66p?
Wise words Portswigger
I still can’t help wondering if there are other interested parties?
None of us were aware of previous refused bids until the RNS.
Were all those refused bids from the same person or are there others watching and waiting?
I suppose we don’t have long to wait to find out..
GLA.
I take the point that some think the possible offer price is to low, but ultimately as well all know , any entity is only worth what people are prepared to pay for it regardless of any valuation metric. The people who need to know, know and I think if there was any other interest they would have shown their hand by now and it's getting late in the day so its unlikely but who knows.
Emotion really should be taken out of it about what we think it's worth, could be worth or should be worth. The board and two significant shareholders with their advisers will have considered the possible offer and have will come to the conclusion that it is fair offer for the business as it stands now. I for one don't know any better and hope it comes off.