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Thanks Tillerman but what would have been the point in LIFE delisting from AIM anyway. They would have had to have done so already because there are less than 20 days before automatic cancellation of the listing on 5 April. Tomorrow appears to be the last day for notice to be given for an EGM for an RTO to be approved on 5 April, unless they somehow have at least 75% of shareholders to consent to a shorter period. This is unless you are allowed to have the EGM after the listing deadline so long as the RTO has been all but approved before. I am resigned to LIFE losing its AIM listing and being relisted on NEX, with a possible RTO when on NEX to be followed by an application to relist on AIM. A saving RNS tomorrow please!
I see the DBC on twitter (PulseFlowTech)has "liked" and retweeted the following tweet today. Significant? Probably? Ant1986 @Ant1986 Mar 20 #LIFE - having not given 20 days notice to delist - Wednesday (I think) is THE day @PulseFlowTech 0 replies 2 retweets 2 likes Of course if they need to give 20 (business) days notice of delisting and don't, what is the punishment going to be? Delisting? lol
copy from PLE chat: Hi saintpeter7, Thanks for keeping us up to date on LIFE/DBC situation. The RP/PLE management have a tendency to take things to the wire. The situiation LIFE shareholders are in must also be very frustration. I think that the timescales for LIFE are tied in with RP events and what may or may not be going on behind the scenes. I suspect RP will announce the final 2 batch test results for Fortacin prior to the Market Investor event and Recordati event next weekend 25th/26th so that both will have positive things to promote about it and look good. So I expect this could be done say Wednesday 23rd and this would give LIFE their 14 days. I appreciate its a bit 11th hour but have come to expect that here. I don't think Jim Mellon will leave LIFE in the cold. Good luck Matt
Tillerman - If I have time, I will phone on Monday, assuming we don't have an RNS. I don't expect to be told anything, but it must be worth a try. With the deadline of 5 April, if the EGM has to be held before then, notice would have to be given by Wednesday if my calculations are correct, but do we know whether the EGM has to be held before the deadline or just confirmation that the RTO has been arranged subject to an EGM resolution approving it? Hopefully we will have that illusive RNS by Wednesday, but I am pessimistic I'm afraid.
NB I hear the DBC's Twitter account has suddenly burst into life this week after several months of quiesence, so perhaps that is a +ve sigh. Https://twitter.com/PulseFlowTech
I see what you mean re PLE. Re LIFE it might be worth phoning one of the numbers given at the end of the RTO RNS in October last year to see if you can find out what is happening (see below). Also JM's email, I think, is on some of the Companies House links from Dec/Jan. " Should the Acquisition proceed, the Company intends to hold an Extraordinary General Meeting in due course in order to seek specific shareholder for the Reverse Takeover under AIM Rule 14 and associated matters. Life Science Developments Limited Denham Eke, Chief Financial Officer +44 (0)1624 639396 Nominated Advisor and Broker Beaumont Cornish Limited Roland Cornish and Felicity Geidt +44 (0)207 628 3396
Good post Tillerman. I am concerned that the RTO may not be arranged in time as we have not heard yet. If they do run out of time, I suppose they could list on the Nex Exchange and then complete the RTO on the basis that they apply to relist on AIM. Clutching at straws may be. There seems to be a right mess going on at Regent Pacific (see PLE), the company which currently holds 22% of DBC and with which JM is also involved. So is JM on the ball or not? We shall no doubt find out by early next week. Fingers crossed!
A 14 day notice of EGM is required I believe, so it isn't looking too good here, though as there are a few days left till the technical deadline, all is not lost yet. Also the 31st March loan repayment date does lend some limited support to the idea they planned it this way all along. I suspect one likely cause of the delay in listing is that the DBC may have been hoping to obtain insurance reimbursement codes in the US in the interim, to boost the vauation - This is mentioned in an interview they gave earlier in the year, and is probably one of the 'major milestones' that have been referred to. The process always takes a long time, but without the codes, and the proof of efficacy trial results, initial sales will inevitably be slow, regardless of the potential. It is also possible JM may have been trying to ignore the above and holding out for too high a valuation, making it difficult to raise additional funds from third parties for the RTO. It is hard to see how he could escape without significant reputational damage if LIFE simply delists though, since he has been paid to act in the best interests of its shareholders. However, I doubt that will be much consolation to LIFE investors, who now feel in some danger of losing 100% of their investment. In the event of delisting without an RTO LIFE could opt to return remaining funds to shareholders, or could be theoretically compelled to do so via an EGM.
It seems it's being left to the last minute as the deadline is 5 April. I'm not sure if I am right, but don't the shareholders in LIFE have to be given at least 14 days notice of the EGM which has to be held to pass a resolution to approve the intended RTO and this has to be done by 5 April to avoid the AIM listing being cancelled?
We are working together with Jim Mellon to embark on our path of biotech investments. Jim has not only been highly successful in pioneering ventures in biotech and life sciences, but is also well known as a knowledgeable and effective entrepreneur and as an author of widely read books on investment.
Just for information, the 8 largest shareholders of DBC at 26 February were as follows:- Regent Pacific Group 22% Jim Mellon 14.6% L Lindsay (Director) 11.75% Wren Capital Nominees Ltd 6.49% Fastforward Innovations Ltd 4.29% P Steggles (Director) 4.24% A Sloan 3.96% N P Hyde (Director) 3.56% So between them they own 70.9% Assuming DBC is reversed into LIFE, although IMHO time is now running short for this to happen before LIFE is de-listed from AIM, it will be interesting to see what percentage of DBC, these shareholders will have after the fund-raising.
Not much of an alternative is there?
If DBC is to be reversed into LIFE, there is now only a month to go. I note that the Confirmation Statement for the DBC as at 26 February needs to be filed at CH by 12 March. That should show who the shareholders were at that date. The Accounts to 30 June 2016 also need to be filed at CH by 31 March. Of course the accounting year end was changed to 31 December. I expect Accounts for the year to 30 June 2016 and for the 6 months to 31 December to perhaps be filed at more or less the same time in that Accounts for the RTO prospectus will surely need both. The moment of truth is nearly upon us as they say! Will the expected RTO proceed or not?
Might dictate sp and its initial potential. I would have hoped for a 3p listing price at worst.
At present LIFE has 37,501,033 shares in issue and in the RNS advising of the possible RTO of DBC, we were advised that prior to fund-raising, holders of LIFE would get at least 7% of the enlarged group. That would value DBC, based on a mid-market price at suspension of LIFE of at least £12.72m. However, the last recorded price at which shares in DBC were allotted last June according to Companies House was £23 per share and with 605,477 shares in issue, that would value DBC at £13.9m. That is a premium of 9.45%, indicating a minimum mid-market price for LIFE shareholders of 2.6p. Assuming that the RTO proceeds, one would expect shares in DBC to be valued at greater than the £23 of last June, but to what extent who knows and that 7% guideline may also be changed. So I have no idea what SP we can expect LIFE to be relisted at, prior to the capital raising, but we should enjoy some premium on the pre-suspension SP. I would expect JM to ensure that shareholders in LIFE do make some initial gain as he is a minor shareholder himself. He also owns shares in Regent Pacific Group who currently hold 22% of DBC. In everyone's best interests of course to be able to price the shares in DBC as high as possible. We should hear further in the next 4 weeks as we get ever closer to the AIM deadline of 5 April.
Anyone got a clue into what the SP will be if they are successful in the RTO of The Diabetic Boot Company?
We get ever closer to the RTO of The Diabetic Boot Company into LIFE. Deadline of 5 April for it to be completed. I understand that £2m of convertible loan notes have been issued. How much further fund-raising is to be done I don't know and we shall have to wait and see. The initial indications are that with the loan note issue and the change in DBC's last accounting date to 31 December 2016, we should be on track for completion in time to preserve the AIM listing, which IMHO DBC needs. So hopefully an announcement will be made before the end of February or in early March, just two to three weeks away. Come on JM - we are waiting patiently.
SP7 - RP had the option within original funding arrangement to waive the milestone requirements. I don't think JM is trying to dump DBC into LIFE - I think he wants it out of RP and to remain in control as it is very much his baby. If an arrangement to issue shares in LIFE directly to RP shareholders on a pro rate basis to their holdings in RP was made now this would signal a takeover in play at RP which must be avoided until a formal offer is made to all shareholders. Its all admittedly speculative, but I find announcing an intention to buy a company and then delaying the formal offer for shareholders to approve in the hope that the target gains traction is a rather tenuous one, but who knows! Good luck to you whatever the eventual outcome.
Pomander - I can only think that, as it appears to be the case that DBC did not reach milestones when it needed to, it was decided to delay the transfer to LIFE until a longer time had passed to enable DBC to improve its viability as an RTO company and with it, it's ability to raise further capital. LIFE has until 5 April to have the RTO and there are loan notes to be repaid by end of March. The year end was changed as you know to 31 December and no doubt Accounts to that date need to be prepared for the prospectus. So there is still a window of a couple of months and unless they decide not to proceed, I expect the prospectus to be published by early to mid March.
Can anyone else come up with a good reason for the delay in getting a formal offer out for LIFE shareholders to approve? 1) The surrendering of the funding arrangement for DBC is not a good deal for RP shareholders as it surrendered the future allocation of shares on very favourable terms, so there must be good reason for the funding agreement to have been ripped up and only a few months after its inception and fanfare of announcement. It could not have been in their thinking then, so something major has changed that. The acquisition of DBC by LIFE does not eliminate RP shareholders entirely from participating in the expected commercial success of DBC as RP will still hold shares in DBC as that will effectively become LIFE as a 100% wholly owned subsidiary. However , the acquisition of DBC by LIFE creates a mechanism whereby RP shareholders cam receive their allocation of LIFE shares directly in proportion to their percentage holdings in RP, thus removing it from RP’s balance sheet. This would also explain the delay in the LIFE transaction as it is dependent upon the sale of RP. I can see no reason for it to have taken so far 3 1/2 months to get a formal offer out to shareholders to approve– the Ple acquisition was much quicker.
SP& - Thanks for the good wishes - I see the share allotment was due to warrants and the convertible loan notes, so clears that one up ! Thinking about the change of accounting period, might it just be to match that of LIFE for ease of consolidation ? Numbers to 31 Dec would be needed for any prospectus, but not sure this would necessarily cause you to change your accounting period ''at this time'' although it makes sense for a holding company to have the same year end as its subsidiary going forwards. If JM follows a past pattern it will be a professional valuation report in the prospectus that determines a fair market value for The DBC this may be biggest cause for the delay. If the valuation is accepted by the market, the share price of LIFE theoretically remains the same ( for example- issue £15m worth of new shares for an asset valued at £15m = no change in share price) although of course this rarely happens in reality. Good luck to all also - nothing more frustrating than holding a suspended share in a vacuum of information.
Pomander - Thank you for that further info. Hope Regent Pacific works out for you.
saintpeter I suspect the acquisition will be via a scheme of arrangement as this gives better certainty of outcome. The formal offer must go out within 28 days of being made, shareholders have 21 days to consider and there is a further 14 days once it is unconditional. I am not a corporate lawyer but if the RTO has to complete by 5th April to satisfy AIM rules we must be close to further developments and certainly looks like that is also behind the accounting period change as you say..
I note that DBC has shortened its accounting period which was due to end on 30 June 2017 to 31 December 2016. So, the company will produce Accounts for the 6 month period to 31 December 2016. I believe that this is being done so that those Accounts will be the final ones to be included in the prospectus for the RTO. There is the deadline for the RTO of 5 April, but in practice I expect it to be before 31 March, because by that date the loan that LIFE made to DBC of £200K wil be repaid from the £1m planned fund raising. My expectation is that the RTO will occur in March to meet both that deadline and leave sufficient time for the prospectus to be prepared and the funds to be raised.