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Hi Pharma Giles,
I have just posted the following on ADVFN:
'Hi All I have been having conversations with Summit as well in fact yesterday.
My understanding is that once one has converted back to share certificates it will then be up to your Broker to go through Bank of New York Mellon who hold the ADD'S see details below.
Through the Bank of New York Mellon the UK shares certificates are surrended via your Broker & the shares are then replaced on a 5 for 1 conversion & then we will able to trade on the NASDAQ through our platforms.
At present I have asked Interactive Investors(II) to confirm the route. the guy I spoke to was not sure. I will get an e-mail hopefully soon to let me know the route.
Understand that not all Brokers will work with Mellon but I believe that II will.
I am still waiting for Barclays to complete the process of converting my shares on their platform into share certificate's been a month now & expect it will take a further 2 to 3 weeks to receive my Certificates.The Share Centre took one week.
My aim is to have Summit $ ADD's in a UK Stock ISA & be able to trade on the NASDAQ but any Sells will need to be converted into Sterling before being deposited back into my Stock ISA as cash.
I would also add that the legal basis is that the Companies share capital is always denoted in Ordinary Shares so one can just hold onto them & decide latter to Sell them.
I will keep you all posted.
Details of Bank dealing with Summit ADD's:
Summit Therapeutics
CUSIP: 86627R102
Bank of New York Mellon'
Hi Chris - ii are OK. I hold SUMM ordinary shares in an ISA with them, and also SMMT ADSs . Although you can currently buy SUMM in your ISA they couldn't confirm with me whether we will still be able to hold in their ISA following the delisting? There is some information in the shareholders circular which I've pasted below (page 25). It doesn't specifically mention ISA's but thoughts/take on this are always welcome.
"UK tax treatment"
"Many investors purchase AIM-quoted shares because they are classed as unlisted/unquoted securities
which may qualify for relief from inheritance taxation and certain other preferential tax benefits. Summit
cannot and does not provide any form of taxation advice to Shareholders and therefore Shareholders are
strongly advised to seek their own taxation advice to confirm the consequences for them of continuing to
hold unlisted Ordinary Shares or converting Ordinary Shares into ADS form.
The Company’s understanding of the current position under UK taxation law is as follows (but it should be
noted that the Company has not taken steps to confirm the current position with HMRC and therefore the
following should not be relied upon by Shareholders without taking further advice):
l following the AIM Delisting, Ordinary Shares should continue to be accepted by HMRC as qualifying
as unlisted/unquoted securities for the purposes of certain specific UK tax rules (notably, the UK
inheritance tax business property relief rules). Therefore, those Shareholders who elect to continue to
hold unlisted Ordinary Shares should continue to be regarded as holding unlisted/unquoted securities
under those same rules; and
l those Shareholders who elect to convert their holdings of Ordinary Shares to Nasdaq listed ADSs
should similarly still be regarded as holding unlisted/unquoted securities for the purposes of the same
specific UK tax rules as are referred to above, on the basis that the issuer of the ADSs, contractually
governed by the law of the State of New York, regards the Shareholder as the beneficial owner of the
underlying Ordinary Shares. Each ADS is a financial instrument which represents five Ordinary Shares
held on deposit with the Depositary’s Custodian on behalf of the ADS holder. As the ADS holder retains
similar rights to a direct holder of Ordinary Shares (rights to vote, rights to dividend, etc.) subject in all
instances to the terms and conditions of the governing deposit agreement and it is the ADS rather
than the Ordinary Shares themselves that are listed, the Company understands that the listing of ADSs
on Nasdaq and the AIM Delisting should not cause the Ordinary Shares to be treated by HMRC as
listed/quoted securities ceasing to qualify for relief under the specific UK tax rules referred to above (in
particular, under the UK inheritance tax business property relief rules)."
Hi All - I am in the process of converting my online shares into share certificates for which Barclays are still processing my request from last year.Following advice from a Broker I have decided to go with 'Interactive Investor Services Limited (IIS)' at a cost of just under £10 per month plus transaction costs which are not too high.
I was told by the Broker I spoke to this morning that it would be better that I move to a new platform now in order to transfer shares using 'Crest' which will end in February.
IIS trade on the NASDAQ & my account will be able to do this having set it all up including some form of certification in addition I will be putting the shares into a 'Stock ISA'.Any future Sells of my shares will need to be converted into Sterling before the monies are credited to my 'Stock ISA' which can have shares denominated in a foreign currency but not holding US $.
In short I will be able to 'Trade' through an online account my shares in Summit on the NASDAQ likely to be selling not Buying anymore.Regards to all.
I will keep you all posted as it all progress but please do your own research.
Looks like only resolution 2 (Directors remuneration) met with any voting resistance. Probably down to Glyn wanting a 3% raise on his current £650k a year package..
Hoping now we'll receive clarity on how to exchange our AIM ordinary shares to ADS's. ii informed me they are led by the company or company registrars, and hoped to know more after today's meeting.
Fingers crossed for a rally on the Nasdaq, now we have more certainty. Any Nasdaq rally, combined with a simple AIM/ADS conversion, should see a knock on to the AIM SP - IMO.
Thank you for the info
I think it's a foregone conclusion now. The votes are almost certainly in favour of approving the delisting and accepting the $50M. The deadline for the proxy vote was 16th of Dec so I guess they're over the line already - hence the RNS today speeding the timelines up.
Worth noting that last time, when Bob Duggan added $25m, it wasn't until the shareholders officially approved it that the SP moved up - despite that being a foregone conclusion as well (over 99% of shareholders voting in favour).
No !!!!!!!!
If he thinks there is good value here would it not be wise of us to vote against?
I've just recalled GW did something similar 3 years ago. There's some historic information online which may be helpful (of course this relates to GWs delisting, but I'm guessing the process here could be similar?)
https://www.sec.gov/Archives/edgar/data/1351288/000114420416128594/v450769_ex99-3.htm
I am likely to do the same; however, could you explain the last part of your comment "onto a platform" please?
Thank you
Have a good day - EP
I think I might hold at this stage as well. Duggan must obviously think there is more value here somewhere, otherwise he wouldn't be embarking on this process. Whether us small individual PI's ever see any uplift from current levels is however doubtful in my view
Given the new subscription/placing is for ordinary shares on AIM, and Bob Duggan will be subscribing to 166M new AIM shares, I'm assuming the process to convert to ADS's will have been relatively well thought through (if he's in the same boat as us that is)?
I'm going to hold for the time being. Not sure there's a lot of point selling at today's AIM price. If we're delisting/converting to ADS's, the AIM price then becomes irrelevant and it's all about the NASDAQ SP, and how many ordinary shares you hold.
Davielad,
The waiver of Rule 9 of the Takeover code, if passed will free Duggan from having to make an offer to existing shareholders when he acquires his 72% holding. He does not need to delist SUMM from AIM for this. I suspect the delisting is to to enable him to acquire an even greater holding, some time later. Perhaps he plans to buy out all the remaining small investors.
"Or do we just cut and run, and sell out ?"
I know nothing about ADS's, so am wary of transferring to NASDAQ. I have my voting forms in front of me, and cannot decide which way to vote. I suspect that I will vote with my feet, and like you take the loss.
In the shareholder circular it states
“Subject to the Cancellation Resolution being approved, the Company expects to send to Shareholders further information detailing the process by which Shareholders may convert their Ordinary Shares into ADSs.”
It would be nice however if they could detail this before we vote (assuming the vote won't change the process), and allow us make a more informed decision. I guess we have to trust this can be done smoothly.
My message is hold & I am currently converting into share certificates & then moving onto the NASDAQ & then onto a platform.
Ken, I agree with you, and assume that the delisting from AIM is to avoid Duggan having to acquire the entire equity, I suppose the issue for us small PI's is .... Do we vote in favour of the resolutions and hope that at some stage in the future the value of our investment here will increase?.....Or do we just cut and run, and sell out ? (in my case at a loss).... I am inclined to the first option but would be interested in everyone else's views
"Surely Duggan will have to make a bid for the company if he is going to own 72 percent ??"
Dannat,
Resolution 3 - to approve the waiver of Rule 9 of the Takeover code, if passed will free him from having to make an offer to existing shareholders.
De-listing from AIM will mean that SUMM are no longer governed by the LSE listing rules. As such, Rule 9 will no longer apply. I have no knowledge of NASDAQ rules, but the RNS hints that Duggan may be able to acquire yet more shares without having to make a bid.
The CDiff drug is what initially attracted to SUMM in about 8 years ago, at which time it was likely to come to market before the failed DMD offering.
Still nursing a large long term loss but think we might be about to come good. Never pleasant to be diluted but we need the cash and the terms could have been a whole lot worse.
Below is link to Proactive interview with GE
https://www.youtube.com/watch?v=-mx8i7S1NVU&feature=emb_logo
An alternative view to your 11.28.
Firstly, Duggan bought 75% of the Company at the current market price. $50 million of funding with no discount is pretty remarkable.
Much more importantly though, how many other AIM bios are you aware of with an asset in phase III trials? Out of those, how many are planning to recruit over 1300 patients? I haven't checked, but am pretty sure it's zero. That's because it's very difficult for AIM listed bios to raise sufficient funds to take any product beyond phase I/II let alone into phase III. The very few who do make it to a successful phase III, still have a mountain to climb. I think retail investors often seriously underestimate the money, time, skills and expertise required to turn good phase III results into a commercial product.
Summit now find themselves with a way forward, a billionaire philanthropic majority shareholder with deep pockets and a contact book stuffed full of useful names. Of course they'll need further funding at some stage, but you have to ask whether they are now in a better or worse position to secure that funding than they were prior to this transaction? Is Ridinilazole now more or less likely to ever make it to market?
It's as simple as that IMO.
Just for your information I am with Barclays share service & they have told me that unless I transfer the shares before the 24th February they will be sold automatically so I have today instructed Barclays to convert them to a share certificate.I have also spoken to the Company’s Registrar saying what I am doing & they have taken a note of my actions.
Once the transfer is made a new share certificate will be issued adding to my existing share certificate shares.At that point once I have also carried out the same with the Share Centre where I have a few more shares I will then have all my shares with the Company’s Registrar.I understand that at that point I can instruct to have the shares converted to ADS on the NASDAQ.At a further point I will then transfer back to a Broker who trade's on the NASDAQ which Barclays do not.
For reference I suggest those with a similar situation double check their own situation.
I don't see it as dilution when the shares are purchased at market price (or slightly above today's 21p). If they were given away at a huge discount then I'd see that as dilution... Just means we'll have a smaller slice of a bigger pie (as before when he bought $25M). I'm pretty sure Bob Duggan will have a game plan - may be to sell off before 2021 (at more than the $1.60 he paid initially) or accept he will have to add more in the future.
Sorry typos. known not know. Cash not can.
So-Duggan gets 75% of company at a low market price. Cash runway to January 2021 when results of phase 3 still not know-so more can needed then. Edwards looked after-now Chairman. Huge dilution and more to come. Nothing at all like Immupharma.
Just a whinge.
That's all.
Hi All - I have just voted for all 4 motions through the Chairman to be voted on at the 23rd December meeting.