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The requirement for reporting accountants and financial advisor to sign off on an ordinary course profit forecast can be waived if both sides agree, although I accept SPD might choose to be awkward.

I would be very surprised if the required sign-offs would cost anything like £250k or take anything like 6 weeks if they are simply updating on key metrics from FY19. Surely the accountants would be discussing the accounts with the company already once the year has closed?

We shall see. My money is on a TU this week, but it is far from a certainty.

I think the TU might be a victim of game theory around the SPD bid.

As I understand the takeover code, day 46 is the last day for SPD to make a revised offer (allowing 14 days for acceptances, taking it to day 60). The code says that the offeree company (Findel) cannot normally release material information (such as a TU) after Day 39. I think the purpose of that is to allow the offeror (SPD) time to assess the new information before making its final offer on or before Day 46.

So if Day 46 is 4th May, that would make Day 39 this Saturday (27th April).

So what's the game theory bit? Well Findel have information (current trading) that SPD doesn't. If that's good, it means SPD would expect to have to offer more to be successful in its offer. If it's bad SPD might not have to raise as much. If the Findel board doesn't really want SPD to prevail, then it seems game theory would push them to delay the TU as long as possible so that SPD has less time to prepare its final offer (and the necessary financing). That would increase the chance that SPD misjudges the offer and either offers too low to win acceptances or offers higher than it needed to.

So in that context I think it's reasonable that Findel would look to get a TU out later this week (and probably on Friday). It could perhaps try to delay until after Day 46, but I would have thought other shareholders would want Findel to get any good news into the public domain before Day 46 so that there was a chance of SPD bidding a silly high price.

Of course it's possible that SPD has no intention of bidding to win and is just going through the motions having gone over 30%. But if that's the case, why extend the offer in the first place?

1pm today is latest deadline for acceptance of offer. Then I think we're getting fairly close to decision time for SPD.

"Sports Direct has until 4 May 2019 to improve or otherwise change its Offer, should it wish to do so"

But they're not replacing them all are they? Those 3 UCC's in Sunderland extended for only 4 months, having originally been due to close at end-March 2019. So that will be £4m or so of revenue gone from end July unless closure is further delayed. And there were some other contracts which have now passed the end-date I think, where I haven't seen an announcement about further extension.

Brass - the £35m is not annual revenue though - some of it is aggregate value over as much as 6 years. £35m, as I read it, is the total value of contract wins/extensions announced in the financial year. So £80m of contract value has been used up in the financial year and £35m of new or renewed business has been announced. So I think Upthejunction's maths stands up, although as he suggests it doesn't have to be a 1-1 relationship - they can't win the renewal business until it actually comes up for tender so if most of their current business wasn't up for tender last year then we couldn't expect them to have announced extensions.

This FY we have had the £7.7m announced in the 8th April TU. £1.3m of that might be the 4 month extension on the 3 UCCs in Sunderland that are due to close (contract value announced in January 2018 was £2.1m for 7 months to end-March 2019).

What might be helpful to investors is the size/length of the order book. How much business (how many years' worth of £80m/year) is currently secured?

This is the challenge though isn't it? If the sector has been staffed on a shoestring budget and bids made on that basis, and now Tly is trying to change that by resourcing its operations "properly" to provide a good quality service, how does it win business? Are those awarding the IUC contracts going to recognise the higher quality of service that TLY might be able to provide and award business to them even if they are bidding at a price above the level of the competition? What they're going to want is the higher quality of service at the same budget price. And if TLY loses some bids how does it react - does it give in to the pressure to maintain revenue and lower its bid prices?

One wrinkle on the actual buying back of shares is the rule on the maximum price that can be paid, which is normally 105% of the average closing price over the preceding 5 trading days.

So if there's a burst of enthusiasm on merger completion and/or buyback announcement and the share price jumps, then they will have to wait until it gets into the permitted range before they can buy.

For example, according to the Yahoo! finance prices, the current 5-day average is 205.4, so if they were buying back on Monday the maximum price they could pay would be 215.7p per share.

instadeth - as far as I know, merger completion will be the same as the Effective Date of the Scheme, which should be Monday.

I expect an rns on Monday from Taptica, after delivery of the Court Order to the Registrar of Companies, confirming that the Scheme has become effective and so the merger has completed. They may also announce the details of the share buyback in the same release and perhaps the actual buying back of shares will start on Tuesday which is when the new Taptica shares are expected to be admitted to trading.

Tinsel = Findel

That's a robust defence. I'm glad they've put out some background around the Toscafund sale as well as the trading update. Not much sign of heading back towards the "undisturbed" price yet though.

cyber - they put out a separate rns on the CEO change.

Brassneck has already posted on this. Nothing really to add from me, other than it was a shame not to have the chance to introduce STT1 to brass.

Unless I've missed it, we've had no opening position declaration from either of these 2. That suggests both are now under the 1% declaration threshold. Both held over 4% as of 1st June 2018 according to the annual report.

So their sales may account for some of the share price weakness since then.

Presumably because they don't think the offer will satisfy the condition (he has to get to 50% to go through with any of it as I read it) and/or they need to raise funds now.

Numis are just acting as an intermediary dealer - buying and selling on behalf of clients - as I read the 8.5. They happen also to be acting for Sports Direct in the matter of the takeover and so have to declare that (just as N+1 Singer and Stifel Nicolaus are acting on behalf of Findel and have to declare that in their own 8.5's). Numis is also declaring its dealings in Sports Direct shares and so declares that on its Findel 8.5's.

I don't think the Numis 8.5's mean that they are buying shares for SPD. SPD would have to issue its own 8.3's (not 8.5's) if it were acquiring shares in the market.

At least that is my reading.

So the fit with Telaria would be sell-side + CTV, maybe also the exchange. Demand-side could be decommissioned or sold. It would only work if Telaria saw sufficient value in the assets it wanted. But Edenbrook's building of a stake in Telaria and their apparent belief that YuMe was sold too cheaply to R1 might mean Edenbrook would be pushing for a bid.

TTD I think would be a defensive move to prevent the emergence in R1-Taptica of a potentially dangerous competitor. Again, they could keep the bits they wanted and decommission or sell the rest. Depends on the value they see in the bits they want and the value they might assign to preventing the R1-Taptica merger going ahead.

Haven't we already had the discussion on Telaria stt? I can repeat the logic if you like, pasted from the other board where we discussed it:

Interestingly, Edenbrook has a near 10% holding in Telaria (as of 27th Dec 2018), which is what the company is now called which sold Tremor Video to Taptica. It built up that position last year.

So could Edenbrook have a plan which involves R1 going to Telaria instead of to Taptica? Telaria's announced strategy appears to have some considerable overlap with R1 (although "demand side" assets might not fit).

"focused strategy as a fully programmatic, sell-side software platform for premium video partners, and as a leader in Connected TV/OTT"

hTtps://www.businesswire.com/news/home/20170912005544/en/Tremor-Video-Rebrands-Telaria-Leading-Independent-Sell-Side

That might be an interesting battle. It appears to me both Taptica and Telaria might value R1's sell-side strength and CTV. And if Edenbrook do believe YuMe was sold too cheaply to R1, they might be going for the added satisfaction of bringing it to Telaria and exposing its real worth there.

Pretty much out of time on the counterbid potential. Only 1 Monday left before the votes now.

Tellaria, TTD, S4C - come on someone.

skindle - as I understand it MA won't have to reduce below 30%. He will remain at his current holding (if he doesn't get to the 50% specified as a condition). If he subsequently buys more then I think he would again be required to make an offer, unless he receives clearance from the Takeover Panel first.

The words about "material fluctuations in it cash position on an ongoing basis" in the recommended offer RNS rather undermined the idea that R1 was now going to be consistently and strongly cash generative, don't you think?

"If this proves to be the case, the RhythmOne Directors would expect to report a higher level of net cash at the yearend balance sheet date than that for the interim balance sheet date. However, it is expected that RhythmOne, as a standalone company would continue to experience material fluctuations in its cash position on an ongoing basis."