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According to the circular, the USP was 250p. We've got back in the vicinity impressively quickly, post bid.

hope the trend continues back to the "undisturbed" price and beyond.

Good to see the shareprice clawing its way back thanks to the goodish results.

In terms of the cost of defending the SPD offer, I don't blame SPD for that. They were offered a chance to pick up a big tranche of shares (6m shares at 161p) and took it, when apparently no-one else was prepared to buy that volume at a higher price. Because of their % holding, buying those shares forced them into the mandatory offer, which Findel then had to defend.

I think spd spun the process out a bit longer than was necessary, given the lack of interest at the price, but I don't suppose that in itself added a lot of cost for Findel, although it did perhaps delay the recovery in the shareprice.

Pretty good. Some exceptionals, but offset by exceptional gains.

stt1 - any thoughts on why they're headlining it as £11.5m when they appear to be expecting to pay out £16m for the company, of which £13.5m is cash? Do you feel that stripping out as much cash as they are from what appears to be a successful company with a conservative balance sheet is leaving the enlarged group as a high risk investment for shareholders, given Totally's negative operating cashflow in FY18 and 1HFY19? Do you have any thoughts on why such a high proportion of the purchase price is cash and there appears to be no contingent consideration? Do you think this reflects on the Greenbrook owners' view of the risk of what tly are doing?

"In addition, adjustment to the purchase price to reflect a normal level of working capital is expected to result in additional cash consideration payable of £4.5 million on Admission giving a total purchase price of £16.0 million. The cash adjustment including the one-off transaction costs outlined below of £1.3 million is therefore a reduction of £5.8 million for the Enlarged Group."
[Note 5 on page 112 of the Admission document]

This removal of cash increases the net current liability (or negative net current assets) position of the enlarged group, compared to the Totally plc balance sheet before the acquisition (see pro forma balance sheet on page 111):

-£4.6m Totally (net current liabilities)
+£2.8m Greenbrook (net current assets)
-£5.8m Excess cash taken out plus fees
-£7.6m Pro Forma net current liability of enlarged group

The point is they took all the cash out of the business plus a bit. At the time of announcing the price, tly appear to have been expecting to pay about £6.5m cash up front. Between that announcement and completion, Vocare managed the business to get an additional £6.5m under the "surplus cash" provision. That £6.5m "surplus cash" came out of what tly were buying, leaving them with equivalent greater liabilities than if no surplus cash had been paid.

Note 19 to the accounts in the annual report.

And while I realise that you can't directly compare the £12.3m with the £7m, I do think there's something a bit funny about the scale of working capital adjustment. If TLY got a "good" deal from issuing shares valued at 47.9p which the Harrison brothers eventually sold for 12.5p, it looks to me as though the Harrison brothers got a better deal by getting an "extra" £6.5m of "surplus cash" added to the consideration.

Perhaps a fairer reference point for the sub-£7m market cap at suspension is the £25m market cap (52.5m shares x 47.9p) on 24th October 2017 immediately before completion of the Vocare acquisition.

Unfortunately the Vocare acquisition was done (in part) also by agreeing to pay £6.5m cash up front subject to a working capital adjustment. The working capital adjustment appears to have led to a near-doubling of the cash paid. so that in the annual report the consideration is reported as:
£12.7m cash
£ 3.5m ordinary shares
£ 1.7m contingent consideration
£(0.4)m consideration refunded

Meaning £12.3m cash (net of the refund) was paid over, without counting the value of the shares and the contingent consideration.

When you think that at suspension recently the market cap of the whole Totally plc company was under £7m, you wonder how they might persuade institutions to fund acquisition of another big business, unless they are also going to promise to change the board?

but it looks to me like they have come in ahead of Reuters consensus on EPS by around 5% (44.6 vs 42.4), which is nice, if correct. Good signal on the dividend as well.

columbo - I don't think SPD gets to keep the shares tendered because the offer was conditional upon them getting to 50%.

"As the Offer has lapsed, it is no longer capable of further acceptance and any accepting Findel Shareholders cease to be bound by their acceptances. In accordance with the terms of the Offer, Forms of Acceptance and share certificates will be returned to shareholders within the next 14 days."

Reads well. Can it get the shareprice heading back towards the "undisturbed" value?

It went through on NEX rather than on the LSE.

Free at last...for now.

So are we being let out early for good behaviour? Why extend on the earlier occasion though if there was never any intention to make a "serious" bid? TU next week now?

My reading was that Friday (or Saturday) was the last day to increase the offer, in the existing timetable. If they then don't get sufficient acceptances by the deadline (day 60? of the current timetable) then they can't in most circumstances make another offer for a year. However I'm not sure how that interacts with the obligation to make a mandatory offer if they acquire more shares. Are they also prevented from acquiring more shares for 12 months or would it all start again if they do buy more?

Oh well. So much for that theory. Shame - I would like to have seen Fdl put out an upbeat TU to address the possibility that SPD might intend to make a "proper" offer next week.

Who knows? Maybe the Debenhams debacle will make them think they need to win one, and to win this one they're going to have to make a decent offer because it's not about to go under (if we are to believe recent statements from the board, which I do).

I think the online infrastructure plus the credit operation are too valuable to SPD for them to pass up the opportunity to take control. I am sure MA's natural approach to doing that will be to grind down the Findel board until they give it to him to secure an easier life, but if the underlying company is sound and the shareholders are supportive I don't see why that would happen in the near term. So maybe, just maybe, he will be tempted to bid a "good" price for this.

I think SPD/MA are just giving themselves time to decide whether they really want to bid seriously or not. Having gone to the expense of launching the mandatory bid, they may as well keep the option of bidding open until the last possible moment. Maybe they're waiting to see what funds get allocated to other (SPD) retail adventures, maybe they do actually want Findel to update the market on FY19 trading before they decide. By now, if they're any good, they ought to have a pretty good indication of what it would take to get Schroders onboard (on the basis of current information) I would have thought, which would give them well over 50%. They face the uncertainty of what would happen to Schroders' expectations following a TU.

Not much longer to wait now until the PUSU date.

In fact if SPD is serious about wanting to acquire Findel it might agree to waive the condition. i.e. it is more likely to get the acceptances it needs if it makes an offer which fairly values the company on the basis of the latest information.

If it has no intention to make a "fair" bid and just wants to be disruptive then fair enough, but what's the logic in that? SPD won't be able to bid again (in most circumstances) for 12 months once this one fails will it? If it was only ever a mickey mouse bid, why not just let it lapse at the first opportunity?