We would love to hear your thoughts about our site and services, please take our survey 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.
20 page PowerPoint to sell the benefits to unruly shareholders.
Key benefit locked box with one years tailwind profits never referred to.
Fishy is an understatement
My ,oh my.iGorbals sorry gove and the BBC
Gad bless you . Let me guess so long as you are providing bread on the table for your litter families. Then everything is acceptable. Well it isn't for me???
Norma if you are so intelligent and immediately understood the significance of the closed box and 1st Jan 2022 date . Why did you not have the courtesy to tell us and others.
Happy to keep you out of it but I and virtually every other poster on here feels misled
Tailwinds Profit to me looks anywhere between £100 - £200m. In 2021 they made post tax $70m on 14k a day production. Prices higher.
Reviewed PowerPoint presentation - no mention of locked box or 1st Jan 2022 start date. Mitch brought it up but was not explicit and we all assumed it was from RNS re aquisition.
Something seriously dodgy on communications. Had they told it as it was some of the doubters me included might of been convinced.
Unfortunately this is the AIM !!
They don’t need to shout it from anywhere. They provided the information for investors to make an informed decision. It was there. I suspect some people didn’t want to see it as they were too busy getting angry and reaching a conclusion as soon as the deal was announced.
Neither they nor I have to provide the interpretation of what’s made public. That’s your job as a shareholder. I did it. Add a little imagination on top (which is required for pretty much all investment decisions) et voila, one has all that one needs.
The reality remains that none of us know whether this will work out ok. I am in favour of it, you guys were not. Not much point debating it now. I don’t have time or interest in unpacking what’s behind my view. Headlines only. I hope you don’t sell and move on as you’re good guys, and I have enjoyed the ‘limited’ engagement on this one.
NS,
And you, as an avid supporter of the deal didn't bother to explain this either to backup your views (lol) .... btw, I timed this thread for this weekend having read all company comms inc the circular and posted my intention re : locked box on several occasions. Serica's clarity on this deal is anything but clear imo.
aimo & dyor
Norma - i like you but you could not be more wrong. At no juncture have they EXPLICiTLY said. Mecure shares + £50m + Tailwind debt LESS the entirety of Tailwinds profit for 2022.
Had that explicitly said the last line the deal sounds much better. Why would they not shout it from the rooftops !!
You have to ask why they have said so little about an item that takes £150m - £200m off the aquisition price.
I have my own views re how long this has been agreed but it urgently needs EXPLICITLY clarifying.
Guys, all this information was always out there. It was provided to you January 9th. This is NOT a revelation or anything new. Did anybody bother to read what was provided or listen to what was said on 10th?
FFS…
NewKoTB you are bang on re section 1.2. It can't be a typo as it's mentioned three times.
Begs the question why they can explicitly say the aquistion price is deflated by ALL of tail winds 2022 profit. And remember they don't pay corporation tax just WT.
Absolutely astonishing !
New KoTB. Excellent work.
I have been very vocal on saying there is something they cannot publicly disclose to persuade major PIs to vote for this.
If the locked box started on 1st Jan 22 then the aquisition price is much more palatable. And perhaps that's what they can't publicly say.
It also implies they have been working on this for a period massively before Kistos offer and reached an in principle agreement without SH approval.
Really good to hear jonaten reapers view on this.
Either way it does i agree with you feel a win win for deal skeptics.
Quite easy if a crime has been committed. Then what do you. Maybe the excuse will be COVID and emergency times etc etc.
Anyway I am off to get drunk and really drunk btw. And before the wokes jump on this. Hard earned money which I have paid substantial taxes on . Even before I actually get to purchase it.
No wonder they tried to rebuff the Kistos deal if the dates are anything to go by
That aside, what if any, are the next steps
That is not a shareholder. I am btw.
I just want to know what the correlation of the list was all about. Why not simply ask the registrar. There are ways and means,but we're simply relying on saving a few bucks and finking shareholders are fick
Bstrd h...D's. that's hmg and any poster that is not honourable. I.e not a share holder.
Agree full heartedly. The company which is a plc needs to rapidly add value. Irrespective of HMG. Otherwise why be listed. As far as I am concerned I have been good..lid by a load of Spivs. This so called righteous bb is part of It INMHO. So f.. ck you.
Not so. It may have been discussed prior, but not necessarily. The locked box often uses last formal audited accounts (or other agreed accounts). No smoking gun.
Another point is, given date is indeed correct (The locked-box date is 31 December 2021) then this deal MUST have been being worked on pre this date . Which then begs the question, ( putting aside leakage claims) why has it take so long to be announced or were other deals being 'prepared' alongside this and inter-dependent upon each other !
Over 12 months is rather excessive period for what is a relatively straight forward acquisition by Serica of Tailwind.
Something is not right here imo, although I'm no legal eagle !
aimo & dyor
NS,
"I think it’s unlikely to be wrong..."
If so, and the dates within circular pertaining to SPA are correct then Serica will be due as per T&C min circa $100m ( paid out in 2022 dividends) back in cash from Mercuria ( as nominated backer) on completion of deal once Serica file their claim within the required six months.
If there is indeed an 'error' in dates, well that opens a whole can of worms, as per my post afaic.
Which is it is the question !
For me this should be a win win for shareholders.
aimo & dyor
I think it’s unlikely to be wrong, but there is always a chance. If unfamiliar, worth looking up the application of the locked box process…what it is/isn’t.
Appreciate I am pretty much a lone voice, but want to just get on with this deal now so that the benefits of it start to accrue to those shareholders that stick with SQZ…
Nice work. Any hint that a date or statement in the particulars is wrong would invalidate the vote. Interesting.
I can only assume the effective date is indeed 2021. Reading the circular thoroughly is helpful in forming a judgement on the deal. I certainly did…seems some did not do so?
It will have been read in extremis by lawyers and advisors on both sides. If it’s a mistake, good chance the vote is invalid.
Mitch also referred to it in the call a few weeks ago.
That looks pretty sloppy. I wonder what compensation can be claimed from the legal advisors and contract specialists who presumably have been paid handsomely to make sure the T&C's are watertight.
OK Guys' here's an interesting one ....... as promised :
Mitch stated at time of Investor Meeting (10 Jan 2023) that locked box has been in place since signing of SPA.
https://youtu.be/LVcHGIa7ReA?t=4017
Date of signing locked box as detailed in circular as being, "SPA, the sale and purchase agreement entered into between Serica and the Seller on 20 December 2022 ", So far so good !!
https://www.serica-energy.com/downloads/reports/Shareholder%20Circular%20-%209%20January%202023.pdf
Now, here's the interesting thing about what the actual T&C's state regarding our SPA, Locked Box within the circular on Page 16 Part 2 / 1.2 :
" 1.2 Locked-box Transaction Structure and Leakage The Acquisition is structured on a locked-box basis. The locked-box date is 31 December 2021. The Seller has agreed that there is no "leakage" from 1 January 2022 up to Completion. If there has been any leakage between 1 January 2022 and the date of Completion, the Seller will reimburse Serica on a £1 for £1 basis (with no de minimis). As the Seller will not be an entity of any substance following Completion, Mercuria Energy Group Limited has agreed to provide a guarantee and indemnity to Serica to cover any leakage (capped at an amount equal to approximately 40 per cent of the consideration). Serica will have a six month period after Completion to bring leakage claims."
So either I'm interpreting this wrong or there is a glaring error on the dates (years stated) within the circular. If these dates are correct, can Serica claim for all 'leakages' ( which would be substantial imo) from 1 January 2022 up to Completion, note 2022, not as I would of expected, 1 January 2023 !!! Given the apparent 'rush job' of this deal, could I be correct !!
Or would it make the recent vote as per detailed within circular, containing said 'locked box', null and void as a revised circular would need to be issued and so therefore another vote, as per !!
Or better still, Tailwind (aka Mercuria) pull out of the deal as the 'leakage' would not be in their interest. Leakage afaik would include all methods to extract cash from the business (as stated by Mitch), inc dividends which we know from Tailwind's 2021 account was already extensive ($36m), so no reason, given much higher commod prices in 2022 the 'leakage of dividends' would in fact, likely to be much, much higher, est ~$100m
All views welcome.
aimo & dyor
Looks like the usual all night session is turning into an all day session for our resident drinker.
He's determined to avoid advice to refrain from posting whenhalf cut.
You can lead a horse to water but in this case you can't stop it drinking seems to sum it up.
Interesting to see SP over next week. I'm expecting a PR campaign and good news on performance and distributions for the renegade 25% many of which frequent this Board which should push SP up. Not as much as if we had not persued the deal but I will have to get used to putting that behind me :]
Couldn’t have put it any better.