Listen to our latest Investing Matters Podcast episode 'Uncovering opportunities with investment trusts' with The AIC's Richard Stone here.
London South East prides itself on its community spirit, and in order to keep the chat section problem free, we ask all members to follow these simple rules. In these rules, we refer to ourselves as "we", "us", "our". The user of the website is referred to as "you" and "your".
By posting on our share chat boards you are agreeing to the following:
The IP address of all posts is recorded to aid in enforcing these conditions. As a user you agree to any information you have entered being stored in a database. You agree that we have the right to remove, edit, move or close any topic or board at any time should we see fit. You agree that we have the right to remove any post without notice. You agree that we have the right to suspend your account without notice.
Please note some users may not behave properly and may post content that is misleading, untrue or offensive.
It is not possible for us to fully monitor all content all of the time but where we have actually received notice of any content that is potentially misleading, untrue, offensive, unlawful, infringes third party rights or is potentially in breach of these terms and conditions, then we will review such content, decide whether to remove it from this website and act accordingly.
Premium Members are members that have a premium subscription with London South East. You can subscribe here.
London South East does not endorse such members, and posts should not be construed as advice and represent the opinions of the authors, not those of London South East Ltd, or its affiliates.
I just had a thought this morning and wondered if anyone had a view on this and whether it's technically and legally possible. Could we complete another deal whilst we wait out decisions on SS government prior to the SS Deal. What I mean is return to market with another deal which enlarges the company so it doesn't need to stay suspended prior to the SS Deal, than the SS deal can play out in it's own time with the deal still intact in the background if it continues to take longer.....................
I wonder if that's actually possible in this same suspension window and whether legally and technically allowed given that we were suspended for the SS Deal in the first place so would be able to re-order the running order and execution of deals ?
Probably a legal or a Nomad question one would think ?
I have asked the NOMAD this before and he said (the normal standard party line) that any material information needs to be declared in the same way whether a share is suspended or not. I probed further and he said, the point any other deal would be deemed material would be at the point of SPA being signed. If my memory serves me correctly, Z has said he’s seen SPA’s being signed very late in the total cycle and completion happening in a matter of weeks. But in this scenario, while we are delisted with no company currently existing on the stock market, I wold think that this kind of think would be impossible and we have not seen a SPA being signed anyway. However, I would be hoping that we are ready to sign one very soon after re-list either with or without a SS deal. But if it is without, I think we will see a lot of PI’s bailing as they would be in fear of another RTO and subsequent lang suspension again.
RockyRide - So you mean summary we cannot complete another deal like Assala Energy or another prior to SS is that correct ?
Hi TIL
I’m not an expert in the matter but in the spirit of brainstorming on this bb ( ie not advice/dyor), on scanning the below FCA link
https://www.handbook.fca.org.uk/handbook/LR/5.pdf
And quickly scanning reading other googled articles, I couldn’t see such a restriction.
In openly signaling a possible second hydrocarbon transaction and pursuing other transactions for quite some time while suspended for SS the company (SAVE) seems to not be acting as if this were the case either. So anecdotally this doesn’t seem to be an actual issue; or perhaps another way to look at is it’s not an issue in practice? I don’t know if this helps.
Personal opinion: It would be difficult to imagine being able to credibly approach other sellers to enter into a transaction if this material restriction in completing a transaction were the case.
Again, I’m not an expert, just my 4 penn’orth!
It’s been an exciting week on this share / bb - really appreciated everyone’s posts. This bb continues to be high quality. I’m optimistic on SAVE, and wish the Management Team Godspeed in getting the deals across the line!
Share price is holding up nicely despite the delay.
Apologies SOG for ruining your observation that the BB continues to be high quality!
TIL
From the LSE rules for AIM companies link below:
"A reverse takeover is any acquisition or acquisitions in a twelve month period which for an AIM company would exceed 100% in any of the class tests.".
Whilst the Gross Assets test allows a pro-forma (enlarged group) Balance Sheet included in the Admission Document to be used as part of the 100% equation, the Profits and Turnover class tests do not, and the relevant figures in the last published accounts would be used.
It would therefore seem logical that if another acquisition completes ahead of the SS deal the enlarged group would still fail the class tests and suspension would continue.
https://docs.londonstockexchange.com/sites/default/files/documents/aim-rules-for-companies.pdf
The class tests definitions start on page 19.
The following paragraph does however suggest some flexibility:
"Substitute Tests
In circumstances where the above tests produce anomalous results or where the tests are inappropriate to the sphere of activity of the AIM company, the Exchange may (except in the case of a transaction with a related party), disregard the calculation and substitute other relevant indicators of size, including industry specific tests. Only the Exchange can decide to disregard one or more of the class tests, or substitute another test"
Thanks SOG and Porschefund - One of the the many reasons why AK has remained in the AIM market is so there is more flexibility on the rules
Interesting PF, thanks for researching. Given the keeness that AIM seem to have for SAVE to relist, then one would think they could show some flexibility. For instance, if we signed an SPA for a new acquisition which would ordinarily result in a RTO, once we came back after acquiring SS (fingers crossed) then the likelihood is that the new enlarged company would no longer require an RTO for the new acquisition, so we could be back trading straightaway.
All conjecture but we have another 2 months to while away now so there's not much else to do :-)