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Gtx1, Just a couple of other observations:
1) In the UK, takeovers would normally only require a simple majority of voters to approve the deal. However, the purchaser can't force minority shareholders to relinquish their shares unless more than 90% of shareholders accept the offer (the offer then goes "unconditional"). So, AXA and the other minority shareholders could not block a future sale (if they didn't accept the deal, they'd just continue to be minority shareholders in some other share structure).
2) AXA would neither be obligated nor necessarily in a position to strike a deal for all minority shareholders and Aggarwal would not be obligated to offer all minority shareholders the same deal as AXA. Given that AXA controls more than 10% of IBPO, AXA can cause some (very limited) disruption (most votes only need 50% or 75% shareholder approval) and, as such, the discount that might be applied to the acquisition of AXA's shares might only be c75% but Aggarwal would have no legal obligation to offer the same price to other minority shareholders. He can legally "divide and conquer".
3) Without the protection of the Takeover Code any future potential purchaser of IBPO would not be obligated to offer all shareholders the same terms.
4) I would imagine that AXA may have a view to litigation and, to that end, might be continuing to hold its shares to enhance it's legal position. However, it's more likley that AXA finds itself between a rock and a hard place (like every other original shareholder). In the absence of any subsequent RNS and the assumption that AXA hasn't reduced its previously disclosed holding, one can only imagine what impact there would have been on IBPO's share price if AXA had tried to offload its 11% interest! I would suggest that IBPO's share price might currently be in the teens if not lower. For AXA to even hope to now crystallise (say) 70p per share it would have to hold its shares beyond the de-listing and then hope to strike a deal with Aggarwal. I don't think Aggarwal would want to agree to purchase AXA's holding before the de-listing because he'd be obliged to notifiy the transaction details to the market; IMHO he'd prefer to strike any deal "behind closed doors". AXA cannot maximise the value of its holding by selling on the open market; its stake is simply too large. As it stands, subject to any potential litigation, Aggarwal is the only game AXA has left in town as no other large institutional/private equity investor is going to acquire AXA's holding unless they are intent on acquiring the remainder of IBPO in due course and already have Aggarwal's tacit approval. Even then, it's highly unlikely; without an existing signed heads of terms (which would need to be notified to all shareholders now) nobody is going to fork out (say) c£15m, let alone more, for AXA's holding based on a non-binding, verbal agreement with Aggarwal.
... full price.
Gtx1, An interesting post but please do consider these points:
1) If and when IBPO delists, you will no longer be able to hold your IBPO shares in an ISA (or most SIPPs) and, as such, your shares would have to be transferred to a trading account. For CGT purposes this would be treated as a sale and repurchase based on the closing de-listing price i.e. your CGT base cost for any shares so transferred would become the de-listing price (even if your broker affects the transfer internally without actually selling and repurchasing).
2) If and when IBPO delists, IBPO will no longer be subject to the Market Abuse Regulations and shareholders will no longer be afforded the protections given by the AIM Rules. There would be no obligation on IBPO to notify shareholders of certain events or seek shareholder approval for certain corporate actions; including substantial/financing transactions, reverse takeovers, related party transactions and fundamental changes in the IBPO's business, including certain acquisitions and disposals. With reference to disposals, see point (3) below.
3) The cancellation of the Relationship Agreement and the impact that could have on related party transactions. Effectively profits could be transferred out of IBPO to the related parties because there would no longer be an an obligation to conduct transactions on an arm's length basis i.e. transactions between related parties could be conducted at whatever value suites Aggarwal.
4) If and when IBPO delists, central management and control will be outside of the UK, Channel Islands and Isle of Man and, whilst central management and control remains outside, the Takeover Code will no longer apply to IBPO.
5) If and when IBPO delists, IBPO will continue to be bound by its Articles (which require shareholder approval for certain matters) but you should clarify what changes, if any, could be made to shareholder capital and/or pre-emption rights without shareholder approval e.g. would shareholder approval be required for Aggarwal's shares to be re-classified as (say) 'A' Ordinary shares with (say) the same rights to capital but preferential dividend treatment or permitting bonus shares to only be allotted to Aggarwal?
6) You've ignored the discount that's normally applied to the acquistion of minority shareholdings in private companies. It's not uncommon to see a c90% market value discount applied to the acquisition of holdings of less than 10%, particularly if one shareholder already controls more than 75% of the issued share capital. The discount may not be applied to universal offerings, e.g. takeovers, but would be applied on an individual by individual basis; on the grounds that such small minority shareholdings have no control over how a business is run.
7) Finally, and probably most important of all, if it had been Aggarwal's intention to buy out the minority shareholders at market value, he would have made an open offer now. IMHO he has no intention of paying
AXA, their 11% is stated on the Ienergizer internet site, they seem to be the only other big shareholder here,
Ienergizer themselves have stated that they are setting up a company matched bargain basis/ sell and buy facilitiy for 12 months and this will be reviewed after 12 months,
Ienergizer have indicated that this may or not continue after 12 months, yes this could very well be to scare small investors into accepting a matched bargain price offered here. Though if the remaining shareholders sit tight including AXA then they can't force the remaining shareholders to sell up at a unreasonable share price, though it may not be ienergizers wish to take everyone out on the cheap remember they publicly stated that the shareholders would be essentially better served share price wise if the company delisted , I'm giving them the benefit of the doubt here, though only because they can't force a unacceptable share price offer at the remaining shareholders.
It's in ienegizers best interest to get small investors to sell out here on the AIM or matched bargain basis facility, because that means they or their financial backers can buy all these free floating shares up , and when ienergizer eventually sells the whole of last of company out to venture capitalists , then the rewards could/ should be substantially higher than anything they pay us in any match bargain basis, also remember if they don't sell off anything soon then the only way they can take out another dividend is to pay everyone the same amount of dividends possibly 20+ pence a share ,
I haven't a clue what the share price will do here at any time before delisting, though it may be a reasonable assumption to think that a sizable proportion of small investors will sell out to take their profits or sadly use up their tax loss for next year, so the share may possibly go down somewhat at delisting, though I genuinely don't know for sure ,because nobody knows that. Also there could be a last minute attempt by venture capitalists to come up with a last minute offer ,though as they've already played there hand out here, then that would be much less likely though not impossible.
If you own a valuable asset, sooner or later that very valuable asset will be under real pressure to reflect its true monetary worth in some shape or form, be that cash ,dividends or even shares in another company , I'm sitting really tight for this to happen in one way or another.
Please please DYOR before making any decisions here.
GLA
Logical and informative post! Thanks.
You make a very good case for both Short term trade and Long term investment !
In your opinion in the event of de-listing, do you think that the Matched Bargain Facility will actually be introduced for the initial 12 months? and why do you think they throw doubt on this by indicating it may not happen.... to worry Pi's into selling beforehand maybe?
Long Term VS Short Term.
Both options will end up fighting each other for the prize, and i really do expect to see above £2 before the meeting ( If an offer has not already materialised before then )
A massive squeeze on the way (imo)
Gtx1
Where do you get AXA at 11% from pls?
Nice post Gtx.
Would be highly encouraging to see AXA adding in the market
Even if or when this gets taken private there is still several safeguards for private investors here who are brave enough to part with their money for a unspecified time frame, Anil Aggarwal owns over 82% of these shares ,he needs to get at least 90% of the shares in most jurisdictions to force shareholders to accept any offer he puts to them, and that doesn't necessarily have to be a good offer, so one of our safe guards here is AXA our second biggest shareholder with a mighty blocking 11% holding here, with us the private shareholders holding maybe most of the remaining shares, now that is a reasonable shareholding here to ensure ienergizer and it's BOD delivers on its public statement that they can deliver more value than the £3.50p on offer in the market before the delisting announcement, so AXA and us the remaining shareholders can hold them to that public statement in a court of law should they deviate away from that public pledge, and AXA certainly has the money to take this to court with any failings here,
So I see this as a very reasonable and taking everything or most things into consideration type of gamble here with my money, just think about it, the biggest shareholders here have the biggest and best reasons to monetise the substantiall profits that this company makes, and it does look like a breakup or outright sale to 3rd parties or simply Anil Aggarwal wants the whole company back again for himself, and no matter what way this goes, the only way any of these things can happen is for Ienergizer and it's BOD to offer its second biggest shareholder with 11% of the stock a higher price than it was at /£3.50p though more likely well over £5 a share to properly reflect the company's current earnings now, so it really could pay off big time letting some or all of your shares go into a delisted company, after all it seems as though AXA themselves are going down this route, and they've made no public outcry to what's happened thus far, so I'm genuinely sitting tight here right now and heading into any delisting, and even if the shares go up to £1.50p or more, because they are worth well North of £5 in any private equity buyout company. Even listing the company in America itself should get back much more than £5 a of to its shareholders, whatever way this gets cut here, the value is here for all to see, I'm buying it, I'm holding it, I'm sooner or later going to gain from it.
Please please DYOR, and never buy on anyone's post or recommendation.
GLA
Yes, and those with a whole brain will not hang around now as they can clearly see that the SP has doubled in 5 days and more than likely it will double again in the next 5 days!
Forget ii out of London. This will be on the radar of US private equity and funds with half a brain.
Don't know about a chat. Maybe spit in their faces as they have done to us. Be your only chance.
HH.... Yes II highly unlikely, if not totally unlikely because of their own ways of doing things.
However, at the current price i can see more than one HNW individual see value here and take advantage....
Totally agree.... Even a TR1 PURchase from my cat would ignite this! :-)
Thursday's purchases could lead to fireworks on Monday/Tuesday... fingers crossed!
Top result would be for the board to announce that they have received an approach to takeover.
It's a big gamble but there is no lack of buying interest in the background. That much is clear.
Hope to see a buyer TR1 next week.
attending the meeting is a complete waste of time and money. It annoys me really as we all know that it's a 'Done Deal' and the meeting a farce, but i appreciate that regulations deem it it has to happen.
But.... is it really a done deal or is cancellation just a bluff? To me something just does not add up with the decision to de-list, but other than they are trying to flush out an interested party into action i cant think what it is!
Another thing i cant get my head around is the MBF.
The circular states ' The company intends to make arrangements for a Matched Bargain Facility'. This is intended for 12 months and then to be reviewed.
However....
It then go's on to say that there is 'No Guarantee that the Matched Bargain Facility will be established' !!
Does anyone have any thoughts on this bit?
On a positive note...... if you hold on May 26th, how much will your shares be worth on December 26th?? No idea.... other than probably heading back to around £5 per share, but then the MBF really does play a huge part in shareholders decisions in the next few weeks.
I received the same email. It's basically a vote regarding cancellation of trading on AIM though as EICR are for it, our vote wont matter.
"The Cancellation is conditional, pursuant to Rule 41 of the AIM Rules, upon the approval of not less
than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the
General Meeting, notice of which is set out in Part II of this document. It should be noted that EICR, as
beneficial owner of approximately 82.74 per cent. of the Company’s voting share capital, is entitled to
vote on the Resolution and EICR has indicated to the Directors that it intends to vote in favour of the
Resolution."
I would like to ask if anyone can explain to me is it good or bad news as I am new to this no need for sarcasm or to be rude just an explanation thank you in advance
IENERGIZER LIMITED
2023 ORDINARY GENERAL MEETING
Vote by 08-MAY-2023
Please note that IG charges a fee for arranging your personal attendance at an annual general meeting. For further details, please refer to IG’s website.
I would like to ask if anyone can anyone explain to me is it good or bad news as I am new to this no need for sarcasm or to be rude just an explanation thank you in advance
IENERGIZER LIMITED
2023 ORDINARY GENERAL MEETING
Vote by 08-MAY-2023
Please note that IG charges a fee for arranging your personal attendance at an annual general meeting. For further details, please refer to IG’s website.
Retail is an increasingly small part of the equation here.
Some entity is hoovering up from the funds forced to sell up.
Nice price today next week we should test the 80s then see how it all goes.
It is on the website under: Aim Rule 26 > Securities > Information.
Strange they didn’t RNS it.
Looks like a fall on Tuesday then.
Cheers for that
Onwards and upwards next week then
Think the circular is on their website