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A poster on ADVFN suggested this must be a new position, rather than their old YuMe position, if they are complying with takeover code rules on disclosure.

I don't know. The last filing I could find in Edgar was from 21st December 2017 when they declared 2,437,687 shares in YuMe. Under the R1-YuMe exchange ratio, this would have given them 1,785,605 R1 shares when the merger completed. Today they disclosed a bit more than this, at 1,909,420.

Either way, new position or largely their old YuMe position, it's an interesting development I think seeing them disclose. I would hope they are considering their options in terms of trying to reject or improve the Tap-R1 proposed deal for R1 shareholders, either by themselves as an activist investor who might try to rally shareholders in general, or perhaps by first agreeing a common position with Lombard Odier.

Henderson has declared, so this is not the same holding as Lombard Odier, while BAML has, not completely unexpectedly, turned out not to have a notifiable interest any more.

So at the end of Day 2, my spreadsheet shows 89% of holdings accounted for, with R&M and Aberforth still not declared.

Well, well, well. We still have Edenbrook as a shareholder. I wonder what they feel about the merger terms and whether they might take a public position against it, as they did with R1-YuMe. Edenbrook plus LO together would have a significant vote in the context of the 75% of votes needed to pass the scheme.

Link to their position on R1-YuMe:
https://www.reuters.com/article/brief-edenbrook-capital-asks-yume-incs-b/brief-edenbrook-capital-asks-yume-incs-board-to-renegotiate-for-all-cash-offer-from-rhythmone-idUSFWN1OL0AP

I don't think I've ever tracked such a good first day of 8.3's. By my calculations we have around 85% of the shares accounted for by today's declarations (I'm including SPD in that). And we haven't yet had declarations from Aberforth, or R&M. I guess that Henderson might now be declaring as Lombard Odier (AlphaGen) and I wait to see if BAML declares separately (or if somehow it's holding effectively as a nominee for someone else who has declared).

Google performance of this fund and it appears they've had a very difficult year. Findel appears to have been their second biggest holding at the end of January. So perhaps just desperate to raise cash and Findel had to go. SPD in the right place at the right time.

The 50% is a condition of the mandatory offer. They have to accept shares tendered to them provided that they get more than 50% (including the shares they already have) as I understand it. But I think they need to get to 75% to delist and much higher before there is any question of compulsory purchase of remaining shares.

I would be surprised if they get any significant number of shares tendered, provided that Findel come out with a decent defence document and don't own up to something that then makes sense of the 161p share price.

But equally I would be surprised if SPD expect to get many shares tendered. I think they see this as akin to a "dawn raid" and probably much cheaper. i.e. as a pre-cursor to a "proper" takeover offer this allows them to scoop up a significant number of shares at what looks like a very reasonable price, instead of having to pay a premium in a takeover offer.

If they end up with their current 37% of the shares after the offer (i.e. they don't get to the 50% which requires them to take any shares tendered) I think they will be happy. They will be in a position to exert significant influence over the direction of the company and it will be difficult for anyone else to try to take over the company without SPD's agreement. If they do subsequently want to launch a "proper" takeover then it will be less expensive to the extent they then have to pay more than 161p for the remaining shares.

Funny how the takeover code sometimes works. I am still surprised that any existing shareholder would be prepared to sell out at 161p. I suppose spd saw it as an opportunity too good to refuse, even at the cost of having to launch this offer. But perhaps it does just reinforce their desire to get proper control. So over to the board now to come up with a defence document and decide how to play this. I presume their initial response will be to reject out of hand. But then do they want to engage at a "sensible" price, seek a white knight, or tough it out and attempt to stop spd exerting undue influence? Interesting times. How did it come to this?

Quite bizarre.

Is there something we're not aware of do you think?

I agree the £100m revenue would be encouraging if they deliver it. But equally interestingly, if you're talking about the podcast, he dropped all reference to the £100m market cap ambition ("short to medium aspiration") that he put in an otherwise rather similar podcast in 2017 (one that is still on the TLY site investor relations page). So I think you could interpret it as a "pivot", if not an attempt to rewrite history, away from the market cap ambition towards a revenue ambition. It remains to be seen how much, if any, "rounding" was implicit in his statement.

Sorry - got the subject the wrong way round for my last post.

Whether it's "silly cheap" or not I don't know, but with Crest trading at over a 30% premium to Tef (simple share price comparison, nothing fancy) that was enough for me to sell some of my Crest holding to buy more Tef. They are now approximately the same weight in my portfolio.

I like strictly's hypothesis of PBV mean reversion, so with Tef guiding to NAV per share at end-March of 330p (which in my mind significantly reduces the risk of write-downs below that level when they do the accounts) that gives me some comfort.

I wonder if the comments in the TU on NAV per share are an attempt to put a floor under the share price?

Ouch!

Could be an interesting R1 vote if share prices stay depressed. As I read it, they have only 30% or so in the bag (Singer/VIEX + Toscafund). LO and R&M have given only Letters of Intent.

So LO and R&M probably hold the key here. If they start to have second thoughts about the wisdom of merging on these terms then they are big enough to cause problems for Tap. R&M though is hedged through its similar ownership of both sides. So realistically, that perhaps leaves it in the hands of LO, who curiously enough have been buying R1 when the arb appeared to favour buying Tap if you thought the deal was going to go through on the published terms.

So does LO have a game plan here? A shame perhaps that the other YuMe activistis (AVI and Edenbrook) don't appear to have meaningful stakes in R1.

jrlse- I don't mean learn about whether there is support for the merger, I mean learn about the state of the 2 businesses. Are these 2 grossly undervalued businesses intent on building a powerhouse that the market will have to reward with a high rating? Or are they 2 punchdrunk fighters on their last legs desperately hoping that the other one will save them from adtech oblivion? They are clearly unlikely to volunteer the latter explanation. But it might be possible to tell which management team feels more confident in the future of the merged company.

comeonvog - were you there when I was talking to Wendy about the Harrisons and how likely they were to want to sell at the prevailing price once the lockup expired? If so, what is your recollection of the conversation?

These takeover periods are great for seeing what's actually happening in terms of the shareholder register, rather than having to listen to conspiracy theories. Declared positions account for about 76% of Tap and 60% of R1 according to my records, so it's a fair sample.

There is very little trading activity declared in the last week or so as far as I can see in these daily dealing declarations.

Toscafund has stopped buying Tap (as of 8th Feb as I read its dealing declarations), while Lazard has been selling down over the last week or so and BrightSphere also reduced slightly between 8th & 15th Feb. Barclays goes up and down slightly but seems to return to a perfectly hedged position, so I would guess they're just putting on trades for individual investors below the 1% declaration threshold.

On the R1 side, Lombard Odier seems to be buying a lot of what's sold, but apart from Barclays similarly-hedged activity there doesn't seem to be anything else going on there.

Scheme document due on Monday may give a bit more information, and should at least have the confirmation (or withdrawal) of the R1 directors' "profit forecast" (i.e. trading in-line on revenue and adj ebitda as of the H1 results statement), but I'm not expecting a lot of new business context or numbers.

I think the Tap results in late March are going to be the next significant bit of new information about the underlying business and then before that there's the chance to try to quiz both sides at the GMs, but they will have to be very careful about what they disclose at the GMs, so it's going to be more trying to interpret body language I think.

About time perhaps, but good to see.

I'm not saying he (or whoever led the deal for tly) was a fool. I'm saying he (or whoever) made a fairly risky bet. Nothing wrong with that if you're aware of the risk you're taking and have analysed it properly. I bought in to tly on the basis that I thought that risk might pay off. It may still pay off, but I've reduced my position today because I see the Harrison sales as an indicator that any payoff may be some way away still.