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At least you have a share with cash assets greater than its share price here.
Adastra - but what if the delays (plural) aren't down to that?
And what if the acquisition ultimately doesn't go ahead?
Logic says to invest in TMTA with minute overheads and 17.15p a share cash on deposit assets as opposed to Belluscura needing cash to meet demand.
The offer of 3 Belluscura shares for 4 TMTA initially valued TMTA at 21p share which was a decent risk premium. The fall in BELL to 22p means that each TMTA is only being valued at 16.5p which is laughably less than its NAV.
I'm pretty sure that the offer doc delay is due to TMTA doing its due diligence and wanting to see concrete evidence of progress and sales. Once that has been established then the transaction should quickly follow.
All the exposure to the huge potential upside of Belluscura with covered risk due diligence done by directors here plus NAV of 17.25p a share cash on deposit.
Just waiting on the OK 3 Belluscura shares for every 4 TMTA shares to be approved as a cost-effective risk-managed way of getting exposure to Bells oxygen concentrator roll out. The RNS regarding Chinese certification for use could transform Belluscura as it targets far east.
Exploit the difference! Just done it myself....
£2000 will currently buy, with costs,
12456 TMTA or 9068 BELL
With TMTA you are induring your risk with assets worth 17.25p a share versus 15.9p to buy.
The merger/takeover of BELL and TMTA is on a 3 BELL for every 4 TMTA
12456 divided by 4 is 3114
Multiplied by 3 is 9342 BELL.
So cheaper to buy TMTA and its got 17.25p per share assets underpinning it.
BELL has since moved up to 30p (29p - 31p), where it has closed, with TMTA still at 17p (16p - 18p).
So based on 15 BELL shares for every 22 TMTA shares, the current BELL bid price of 29p, equating to 19.77p TMTA, is about 10% higher than the TMTA offer price.
And it could be even more than 10% if you can get inside one or both prices.
And on the same basis, the current BELL offer price of 31p, equating to 21.14p TMTA, is over 17% higher than the TMTA offer price.
In summary:-
1. TMTA is potentially a significantly cheaper way into BELL than buying BELL directly.
2. Selling BELL to buy TMTA is a potentially attractive arbitrage play.
The current BELL & TMTA mid s.p.s & spreads, with their equivalents based on 15 BELL shares for every 22 TMTA shares:-
BELL: 29p (28p – 30p): equates to 19.77p (19.09p – 20.45p) TMTA
TMTA: 17.0p (16p – 18p): equates to 24.93p (23.47p – 26.4p) BELL
3rd Oct 2023 1:30 pm RNS Statement regarding possible offer
Statement regarding possible offer for TMT Acquisition plc
The boards of TMT Acquisition plc ("TMT Acquisition") and Belluscura plc ("Belluscura") are pleased to announce that they have reached agreement on the key terms of a possible share for share offer for TMT Acquisition by Belluscura (the "Possible Offer").
The independent director of TMT Acquisition, Paul Tuson (the "Independent TMT Acquisition Director"), has confirmed to Belluscura that, should a firm offer be made on the Possible Offer Terms (as defined below), the Independent TMT Acquisition Director is minded to recommend it to TMT Acquisition shareholders, subject to the agreement by both Belluscura and TMT Acquisition of customary terms and conditions as well as the satisfactory completion of confirmatory due diligence by both Belluscura and TMT Acquisition.
Any announcement by Belluscura of a firm intention to make an offer for TMT Acquisition remains subject to the satisfaction or waiver (by Belluscura) of a number of customary pre-conditions, including, inter alia, completion of confirmatory due diligence, agreement of the detailed terms of the Possible Offer and a recommendation from the Independent TMT Acquisition Director.
Terms of the Possible Offer
The proposed terms of the Possible Offer comprise the issuance of 15 new ordinary shares of Belluscura ("Belluscura Shares") in exchange for every 22 ordinary shares of TMT Acquisition ("TMT Acquisition Shares") equalling 18,750,000 Belluscura Shares (the "Exchange Ratio"). The Exchange Ratio would imply a valuation of 21.82 pence for each TMT Acquisition Share and a 24.7% premium to the three month volume weighted average price for TMT Acquisition Shares calculated for the period ending on 2 October 2023, the last practicable date prior to the announcement of the Possible Offer (the "Possible Offer Terms").
Accordingly, on the basis of the Exchange Ratio, the Possible Offer will imply a total valuation of GBP6.0 million for TMT Acquisition.
A compelling combination which significantly increases Belluscura's ability to execute on its burgeoning sales pipeline and strategy, creating considerable value for all stakeholders of both TMT Acquisition and Belluscura
Given the introduction and significant pre-launch demand expressed for the DISCOV-R product, building on top of the continued sales progress of the X-PLOR (as outlined below), Belluscura is seeking further growth capital to fund the increased working capital required to meet these growth opportunities. The funds available within TMT Acquisition (approximately GBP4.7 million), will provide the enlarged group with additional working capital, to help meet the planned growth through to Belluscura becoming cash flow positive, which the board of Belluscura expect to be by the end of the second quarter of next year. ...
https://www.lse.co.uk/rns/TMTA/statement-regarding-possible-offer-nur02g12
BWN has since moved up to 11p, market cap. £6.05M., despite not issuing a RNS for over five months.
This further highlights TMTA's value.
14th Jul 2023 7:00 am RNS Final Results
Results for the year ended 31 March 2023
TMT Acquisition, (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its results for the year ended 31 March 2023.
Financial Highlights
• Net cash and financial assets as at 31 March 2023 of £ 4,749,604 (2022: net cash of £4,804,060)
• Net assets as at 31 March 2023 of £4,717,188 (2022: £4,777,275)
• Operating loss and loss before tax of £60,087 (2022: £101,532)
• Basic and diluted loss per share of 0.22 pence (2022: 0.74 pence)
Harry Hyman, Chairman of TMT Acquisition, commented:
"We are proactively engaged with suitable targets and have identified at least one opportunity. We have been engaged with businesses within the TMT sector that are both disruptive digitally enabled media and technology businesses in the financial services and regulated sectors."
"When assessing these opportunities, we have been focused on attractive revenue growth and a clear pathway to high quality earnings."
... In addition, and as detailed in the prospectus at the time of listing, the range of characteristics for the target company, include:
• Management's track record of creating shareholder value;
• Management's deep industry knowledge and relationships;
• Long term growth prospects and attractive competitive dynamics;
• Leading market positions;
• Quality of earning, including recurring/repeat revenue streams, operational leverage and ability to generate strong free cash flow; and
• Key market criteria to include but not limited to opportunities for value accretive acquisitions to create end-to-end solutions; acceleration in growth from new products and services or new markets; and accelerating the execution of their go-to-market strategy.
On behalf of the Board, I would like to thank all our shareholders for their continued support. We have identified at least one acquisition opportunity and look forward to updating the market in due course. ...
https://www.lse.co.uk/rns/TMTA/final-results-juizxn44xbuam8y.html
This Company was admitted on 11th October 2021 and regulations state that SPAC companies have only 18-24 months to identify + complete a merger with their target company. Surely something must be happening that we are yet to be made aware of by now ? There are only 5 months left before this timeframe is complete, in which case - as the post below indicates - will it all amount to nothing ????
Wonder whether this shell will, despite the heavyweight BOD, simply fail to find a suitable company to “marry” and will eventually simply return the fees depleted funds to shareholders?
Note that due to recent changes in listing rules, 'new' main-listed shells can only float with a £30M.+ market cap. (previous minimum only £0.7M.) ... unless they completed their FCA submission by 2.12.21, in which case they can float at the old minimum up until 2.6.23.
So the supply of small main-listed shells like TMTA will gradually dry up, increasing their scarcity value.
An RTO is simply an alternative way to float on the stock market, and some of the world's largest companies have come to market via this route.
Including WPP, current market cap. over £9 billion:-
" ... WPP plc is a British multinational communications, advertising, public relations, technology, and commerce holding company headquartered in London, England. It was the world's largest advertising company, as of 2019.[4] WPP plc owns many companies, which includes advertising, public relations, media, and market research networks such as AKQA, BCW, CMI Media Group, Essence Global, Finsbury, Grey, Hill+Knowlton Strategies, Mindshare, Ogilvy, Wavemaker, Wunderman Thompson, and VMLY&R. It is one of the "Big Four" agency companies, alongside Publicis, Interpublic Group of Companies, and Omnicom.[5] WPP has a primary listing on the London Stock Exchange, and is a constituent of the FTSE 100 Index.[6]
The company was founded as Wire and Plastic Products plc to manufacture wire shopping baskets in 1971. In 1985 Martin Sorrell and Preston Rabl,[9] searching for a listed company through which to build a worldwide marketing services company, bought a controlling stake. ..."
https://en.wikipedia.org/wiki/WPP_plc
Note that the RTO route may have attractions to the IPO route that may give it additional 'value' to a company wishing to float:-
• A requirement to give away less equity than in an IPO.
• Potentially more speed and certainty - an aborted IPO due to market conditions could be very expensive, and time is money.
• The 'shellmeisters' may also have attractive business acumen, contacts, and 'clout', that may be attractive to the floating company.
TMTA could potentially be looking to RTO something much bigger than the average RTO, on the basis of:-
• The billion-pound track record of TMTA's chairman Harry Hyman.
• TMTA's institutional shareholders (institutional shareholders are comparatively unusual for a small shell).
• TMTA's significantly greater cash than the average small shell.
•The period of fifteen months since TMTA's floatation (smaller RTOs tend to be effected faster than larger RTOs).
And if the company floating is valued at hundreds of millions, then a shell premium to cash of a few £millions may be just 1% of the expanded equity, which is comparatively insignificant.
Shares in this company are very tightly held and I agree that if a suitable company can be found (logic would suggest that after 12 months of almost no IPO’s that there would be lots of successful private companies seeking a listing) the price could be quickly squeezed upwards. Otherwise, despite having a board that includes two very successful entrepreneurs and a respected City professional, there is no reason for the shares to rise much above 18/19p reflecting the cash on the balance sheet. Message must therefore be-FIND A DEAL!!
Bowen Fintech (BWN), a not dissimilar shell to TMTA, floated just over a couple of months ago, and highlights TMTA's value.
BWN raised £2M. gross in its float, at 4p/share, and its current s.p. is over 50% higher: 6.25p/share, market cap. £3.44M.
TMTA meanwhile has today recovered to its float price of 20p/share, but this is still a market cap. of just £5.5M., compared to its net cash of £4.75M. as at 30.9.22.
31st Oct 2022 7:00 am RNS Admission to Trading and First Day of Dealings
"Bowen (LSE: BWN), a special purpose acquisition company formed to acquire businesses in the technology innovations market with a focus on the financial services sector, is pleased to announce the admission of its ordinary shares of nominal value 1p each (the "Ordinary Shares") to listing on the standard segment of the Official List of the Financial Conduct Authority and that trading in its Ordinary Shares will commence on the main market for listed securities of the London Stock Exchange at 8.00 a.m. today, under the ticker BWN ("Admission") and with the ISIN number GB00BMYX7295.
The Company has successfully raised gross proceeds of GBP2 million (before expenses) through a placing of new Ordinary Shares at a placing price of 4 pence per share. Following Admission, the Company will have 55,000,000 Ordinary Shares in issue. ..."
https://www.lse.co.uk/rns/BWN/admission-to-trading-and-first-day-of-dealings-qlg7gauctarjylt.html
4th Jan 2023 8:46 am RNS Director/PDMR Shareholding
"TMT Acquisition (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, has been notified that on 3 January 2023 Harry Hyman, Jonathan Satchell and James Serjeant, each Non-Executive Directors and persons discharging managerial responsibilities (a "PDMR") of the Company, respectively purchased 40,000 ordinary shares of 4 pence each in the capital of the Company ("Ordinary Shares") at a price of 18.25 pence per Ordinary Share (the "Purchase"). Details of the Purchases and resultant shareholdings for each PDMR are set out below:
Director/PDMR
Number of Ordinary Shares currently held
Number of Ordinary Shares Purchased
Price per Ordinary Share Purchased
Number of Ordinary Shares held following the Purchase
Percentage of Ordinary Shares held following the Purchase
Harry Hyman
1,225,000
40,000
18.25p
1,265,000
4.60%
Jonathan Satchell
1,250,000
40,000
18.25p
1,290,000
4.69%
James Serjeant
750,000
40,000
18.25p
790,000
2.87%"
https://www.lse.co.uk/rns/TMTA/directorpdmr-shareholding-2v5l6xkooafex1j.html
So TMTA's 'three shellketeers' have all just significantly topped up their holdings ... nudging up the s.p. on Tuesday by 0.5p, to 19.5p (18 - 21p spread).
"Introducing your Directors.
The Board, collectively, has significant experience in establishing and growing businesses along with significant experience of managing public companies and risks associated with such ventures both operationally and financially."
"Harry Hyman
Non-Executive Chairman"
"James Serjeant
Non-Executive Director"
"Jonathan Satchell
Non-Executive Director"
https://tmtacquisition.com/
A good end to the trading year yesterday for TMTA, closing up 1.5p at 19p, it's highest s.p. since the spring.
And it looks like nearly £19K. was invested, in just two trades.
Though interestingly, the s.p. wasn't marked up until sometime later in the day, rising at and shortly after noon, shortly before the market closed early at 12.30p.m.
Share Price: 19.00 Bid: 18.00 Ask: 20.00 Change: 1.50 (8.57%)
Recent Share Trades for Tmt Acqu (TMTA)
Date Time Trade Prc Volume Buy/Sell Bid Ask Value
30-Dec-22 08:19:13 18.00 75,000 Unknown* 16.00 19.00 13.50k O
30-Dec-22 08:53:26 18.00 30,000 Buy* 16.00 19.00 5,400 O
23rd Nov 2022 7:00 am RNS Interim Results
Unaudited Interim Results
TMT Acquisition (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its unaudited interim results for the period ended 30 September 2022.
Financial Highlights
• Net cash as at 30 September 2022 of £4,750,869
• Net assets as at 30 September 2022 of £4,731,814
• Operating loss and loss before tax of £45,461
• Basic and diluted loss per share of £0.00
Harry Hyman, Non-Executive Chairman of TMT Acquisition, said:
"The impact of the conflict in Ukraine combined with global inflation and rising interest rates has adversely affected global equity markets, resulting in significantly lower valuations, particularly for technology stocks. These macro events and subsequent reduction in valuations are presenting investment opportunities for the Board to evaluate, and we have seen an increase in the number of opportunities in recent weeks and months.
We continue to apply a disciplined approach when evaluating opportunities, focusing on the quality of earnings and the calibre of the management team, with the objective to generate attractive long-term returns for shareholders. We have continued to look at opportunities in the technology space and we hope to have identified a suitable acquisition in the next 6 months or so. We have just under £5m available to invest in a suitable target company looking for a listing.
With the rise in interest rates the Board has recently assessed various product offers to maximise the return on cash on deposit. The directors believe current rates will broadly offset the ongoing administrative expenses and listing fees.
We believe that our strong cash position, the current economic downturn combined with our disciplined and patient approach, puts us in a prime position to execute on our strategy.
Finally, I would like to take this opportunity to thank all my fellow shareholders for their continued support" ...
https://www.lse.co.uk/rns/TMTA/interim-results-kppjxf6v5m4lcnn.html
The cash shell TMOR (a similarly-tickered shell to TMTA) announced great RTO news on Friday, and if it hadn't been suspended pre-opening, it would probably have been top riser for the weekend: a proposed RTO at a s.p. of 2.25p, well over double the current s.p. of 0.95p:-
23rd Sep 2022 7:45 am RNS Acquisition - Megasteel and Suspension of Trading
"Proposed Acquisition of Megasteel Limited and Suspension of Trading ...
-- Proposed Acquisition values the current issued share capital of More at GBP2.81 million (vs GBP1.19 million at closing on 22 September 2022) or over 2.3 times the Company's current net cash
Background
Megasteel (www.megasteel.co.uk ), has traded for more than 30 years in the United Kingdom, and is one of the largest stockholders and distributors of high-quality steel for the prestressing and post-tensioning of concretes in the UK. Prestressed concrete is a critical building product used in the UK construction market, from house floors to bridge beams and from railway sleepers to high rise buildings in the City of London. In its financial year ended 31 October 2021, Megasteel made audited pre-tax profits of GBP3m on turnover of GBP19.7m. ...
Nigel Roberts, CEO of Megasteel Ltd added:
"We have built Megasteel over the last 30 years to be one of the biggest suppliers in the UK of prestressing wire and strand, a product used in almost every construction project in the country, and we have been considering a listing of the business for many years. We are pleased to be working with More Acquisitions as the vehicle that will enable us to do this.
Over many years we have been able to grow our sales, generate revenues, make profits and turn those profits into cash which we have reinvested into the business to keep the cycle going. Applied over a long period of time these business methods have produced a profitable business that I am proud to have started. ...
We were attracted to More Acquisitions as our vehicle to list because we liked the simplicity and cost-effective way in which it had been set up with its 'one price for all', no advisory or broking fees, capped listing and on-going costs and no director salaries, the Company and its key stakeholders fitted very well with our views on how a business should be run!"
https://www.lse.co.uk/rns/TMOR/acquisition-megasteel-and-suspension-of-trading-ccsbb9s9yt991oi.html
TMTA non-exec. director Jonathan Satchell also has a very impressive track record:-
"Jonathan Satchell
Non-Executive Director
Jonathan Satchell is Chief Executive of Learning Technologies Group plc (“LTG”). LTG is listed on the AIM market of London Stock Exchange (LTG.L) and headquartered in London. LTG is at the forefront of innovation and best-practice in the learning and talent software sector, and has received numerous awards for its achievements both corporately and for clients.
Jonathan has worked in the training industry since 1992. In 1997 he acquired EBC, which he transformed from a training video provider to a bespoke e-learning company. The company was sold to Futuremedia in 2006. He became interim MD of Epic in 2007 and the following year he acquired the Company with LTG’s chairman. He oversaw the transformation of Epic from a custom content e-learning company to the global, fast growing, full service digital learning and talent management company that LTG has become. Jonathan is also non-executive director of Zappar, the world’s leading augmented reality platform and creative studio."
https://tmtacquisition.com/
LTG's current market cap. is £1.058 billion, at 133.8p/share.
And LTG 40-bagged from its RTO price of 5.88p/share to its high of about 236p last year.
simon gordon 8 Nov '13 - 10:07 - 1 of 2726 0 1 0
"Tech Market View - 8/11/13:
Epic – what goes around comes around
It’s been many years since I last wrote about Brighton-based Epic Group the then self-styled “UK’s leading e-learning company”, in an era when e-learning and so-called ‘learning management systems’ were all the rage. Since then, Epic has had an ‘interesting’ corporate life, including nearly a decade on AIM until it was sold off to publisher Huveaux (now Dods Group) in 2005 for nearly £23m. Epic was sold on three years later to entrepreneurs Martin Sorrell and Andrew Brode for under £5m.
Well, that looked like a good punt as Epic returned to AIM today by reversing into cash shell In-Deed in a £16.5m deal (5.88p per share + £1.3m cash), and now trades as Learning Technologies Group (LTG). Messers Satchell and Brode assume the mantles of CEO and non-exec chairman respectively. Epic turned over a shade under £7m last year (to 31st Dec. ’12) and made a net £532k profit.
The explosion of rich-media and mobile technologies could well spur a renewed interest in the e-learning space, or perhaps more broadly, interactive content distribution. Epic (in the guise of LTG) is now back on our radar!"
https://uk.advfn.com/cmn/fbb/thread.php3?id=30816607&from=1
A couple of key points from the Chairman's statement today:-
"The recent resets of pricing in technology stocks in our view works to the company's advantage."
" ... we look forward to updating the market on our progress."
https://www.lse.co.uk/rns/TMTA/final-results-587ma8gkxqc1q20.html
That first point supports the view that I set out at the start of my 18:06 post on Friday:-
Hedgehog100 Posts: 2,135 Price: 18.00 Strong Buy
A Good Time for Shells & RTOs Fri 18:06
"Poor stock market conditions tend to make it harder to IPO, increasing the attractions of the RTO route, and increasing the bargaining power of shells like TMTA.
And meanwhile, the valuations of RTO targets for shells tend to be depressed.
So ironically, the s.p.s of shells like TMTA can become depressed at the same time as they are in effect becoming more valuable: more capable of cutting a cracking RTO deal on great terms - i.e. a better shell valuation and lower target valuation, and great quality targets. ..."
https://www.lse.co.uk/ShareChat.asp?ShareTicker=TMTA&share=Tmt-Acqu
As regards deal progress, the company is keeping its cards close to its chest, as is to be expected re such negotiations.
But 'reading between the lines', positive progress seems to have been made in the last eight months, and we could well receive some good news in the near future.
Cashburn is relatively low, and the market cap. of £4.95M. is barely above the current cash balance.
While the s.p. of 18p is a 10% discount to TMTA's IPO floatation price.
And the icing on the cake is the institutional share ownership here, which is quite unusual for a shell, and is a sign of Harry Hyman's 'pulling power'.
These institutions should be keen to add to their positions at a good RTO, and at a premium to their previous investments at 20p.
26th Jul 2022 7:00 am RNS Final Results
Results for the period 25 March 2021 to 31 March 2022
TMT Acquisition, (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its results for the period from 25 March 2021 to 31 March 2022.
Financial Highlights
• Net cash as at 31 March 2022 of £4,804,060
• Net assets as at 31 March 2022 of £4,777,275
• Operating loss and loss before tax of £0.1 million
• Basic and diluted loss per share of £0.01
Other Highlights
• Admitted to listing on the Standard Segment of the Official List on 11 October 2021
• Raised gross proceeds of £5 million as part of Admission to the Standard List by placing 25,000,000 ordinary shares at 20p per share
Harry Hyman, Chairman of TMT Acquisition, commented:
"During the year, we successfully completed our Admission to listing on the Standard List; raising £5 million, to pursue our acquisition strategy.
"Whilst we have maintained our commitment to prudent cost control, we have been actively searching for acquisition targets and continue to assess a number of potential opportunities. We are targeting businesses within the TMT sector focusing on both disruptive digitally enabled media and technology businesses. The recent resets of pricing in technology stocks in our view works to the company's advantage
"On behalf of the Board, I would like to thank all our shareholders for their continued support, and we look forward to updating the market on our progress." ...
https://www.lse.co.uk/rns/TMTA/final-results-587ma8gkxqc1q20.html