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.
A couple of further points from me that might be of interest.
I did gently ask why the proposed remuneration package was so generous. The answer given was that they believe there is a very small pool of really good ad-tech senior execs and Ofer Druker is one of them. They believe that he has done exactly what was required to make a success of the Tremor Video acquisition and believe he will be able to make R1 integration similarly successful. It will be interesting to see how R1 respond to that question if it is asked tomorrow, given Singer's previous comments on the level of exec remuneration at R1 before the YuMe merger.
On the subject of AIM listing vs main market or US listing, finnCap suggested the merger might not have gone ahead (and certainly wouldn't have been able to complete so quickly following announcement) if the companies had been on the main market. This is because of the level of disclosure and due diligence that would have been required. They suggested that 2 such competitors would have been reluctant to open the books to the extent required for a main market merger in case it didn't proceed. Good and bad aspects to that I suppose for shareholders. In a consolidating market, the companies are able to move quickly when the right opportunity arises, but there is a greater risk that what they are buying isn't quite what they think given the lack of disclosure. Taptica clearly believe they have been very conservative in their assumptions, so let's hope they are right.
On the slightly separate point of the increased rigour in financial control and reporting (compared to AIM requirements) that comes from SOx compliance requirements (to which R1 had become partially subject as a result of the YuMe merger and SEC registration), Taptica were clear that they aimed to punch above their AIM-required weight on financial control and believed they needed to continue the process of upgrading R1's financial systems.
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.
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."
Going back to the original financing deal (see RNS of 11th Feb 2011, "Balance Sheet Restructuring") which gave rise to the convertibles I see the condition is not that an offer is made, but that it becomes unconditional. So I don't think the dilution has been triggered just by SPD making the mandatory offer, since that offer is conditional. That's unless the trigger was changed subsequently - because I don't see why it would be reported otherwise in the annual report.
"In addition, £40 million of indebtedness under the Existing Revolving Credit Facilities will be released (and corresponding commitments of the Lenders cancelled) in consideration for the allotment and issue of 166,878,704 Convertible Shares to the Group's Lenders. The Convertible Shares may be converted into Ordinary Shares at the option of the holders of the Convertible Shares in the event that: (i) the Company's volume weighted average Ordinary Share price rises above 23.97 pence for a period of one month between the 2nd and 10th anniversary of the date of issue of the Convertible Shares; or (ii) in the event that an Offer becomes wholly unconditional (regardless of the share price performance of the Company). The rights and restrictions attaching to the Convertible Shares will be set out in the Proposed Articles of Association, including a prohibition on the Company making, paying or declaring dividends or other distributions in excess of 50 per cent., in aggregate, of the Group's net income in respect of any particular financial year. Dividends and other distributions are not permitted under the terms of the New Lending Facilities."
Hoping to get the deal rejected in the R1 vote is a real david vs goliath ask unless Lombard Odier come out against the merger (or a counter-bidder emerges) I think.
If you look at those who gave either commitments or letters of intent you're at 54% of the 62% declared, if my records are right, i.e.:
25.3% Toscafund
14.1% Lombard Odier
9.9% R&M
5.2% Viex/Singer
Then it's probably reasonable to assume Schroders and Norges Bank will vote for the merger since they have bigger positions in Taptica. So that would take it to 58% of the 62% declared.
In theory, even if the 38% undeclared is mainly PIs, you could get the 25% (of shares voted) needed to block the Scheme, but it seems very unlikely to me. Many PI's may not feel strongly enough or knowledgeable enough to vote, and some may not even be aware that they can vote if their shares are held in a nominee account.
So I still think LO holds the key. Edenbrook could get some publicity by coming out strongly against the deal, but their position is too small (and perhaps their UK profile not high enough) to have much chance of success I would have thought unless they can get LO onboard.
Of course, if a counter-bidder comes in with an offer, or even a declared intention to offer subject to seeing the books, then it would be a very different position.
The only other wrinkle I could really see is if Edenbrook are somehow able to get an injunction against completion (until the case is settled) as part of their litigation in the US. Presumably they will feel it's going to be easier for them to get the proceeds of any financial settlement judgement against R1 while the parent company is still UK-registered and subject to some US SEC regulation.
And I have to say, I think I personally would be indifferent about a shortish delay if it resulted in full disclosure of R1 (FY19) and Tap (FY18) results before the vote. While I feel that merger almost certainly is in the interests of R1 shareholders (so the sooner it completes the better in one sense), I would feel better if I could see, in audited results, that both companies had performed broadly as expected.
This is an interesting thread. It prompts the question of whether big IUC contract awards have been delayed or whether tly just hasn't been winning them, or has just been winning a part of them?
In response to UpTheJunction's listing of 2018/19 awards, stt1 came back and said that Vocare were actually part of the Devon Doctors contract (Somerset). In Somerset, Vocare have the 111 service I think (of course they used to have the out-of-hours contract as well but withdrew following poor ratings), and have recently received an improved rating of "good" (Wellington House).
So is this idea of really big IUC contracts for Vocare, with not much competition, a bit misleading? Even where the contract awards overall are big, is Vocare likely to end up with just a piece of them as part of a consortium? And if there is a preference to award to incumbents, isn't it going to be some time before Vocare's reputation is sufficiently improved to make it really competitive when challenging incumbents?
Press Release: 07/03/2019
This looks like "good" news at least.
BaNES, Swindon and Wiltshire 111 receives 'good' rating from CQC
https://www.vocare.org.uk/news-070319.php
So is that an admission that there's still a long way to go? They are still in the business of transforming delivery of the service?
"Vocare are looking for a senior clinician with experience in service improvement to join its National team. Reporting directly to the Director of Quality and Nursing the post holder will play a pivotal role in the delivery of a transformation programme focusing on the delivery of integrated urgent care services. "