Member Info for 1GW_

For reference, it ("questionable" remuneration terms) started with the RhythmOne merger/takeover, where approval of the deal was linked to approval of the new remuneration package:

"If the Taptica Shareholders fail to approve and adopt the Transaction Resolutions, the Scheme will lapse."

The Transaction Resolutions were the first 4 of the EGM, 1 being the issue of shares to complete the merger and 2-4 being the new management incentive scheme and the specific incentive awards for Ofer and the CFO.

This was presented as more or less a done deal at the time:
"In aggregate, therefore, irrevocable undertakings and letters of intent to vote in favour of the Transaction Resolutions at the Extraordinary General Meeting have been received in respect of a total of 31,948,997 Taptica Shares, representing approximately 46.6 per cent. of the existing ordinary share capital of Taptica in issue on the Latest Practicable Date. "

Shareholder circular, 14th Feb, 2019:
https://investors.tremorinternational.com/static-files/c1db9fcb-078b-480c-839f-8734c2f5dc45

This goes back to when Ofer was appointed as CEO iirc, when there was what seemed to be a very generous remuneration package for him. I remember talking to the Chairman about it early on and my recollection is that he came out pretty strongly saying that Ofer was the man - i.e. major shareholders and industry advisors agreed that he was the man to take Taptica (as it then was) forward and integrate it with RhythmOne. You got what you paid for and Ofer had already demonstrated in his previous role how good he was at anticipating trends and positioning the company (according to the Chairman).

I took that with a big pinch of salt at the time, and certainly when I met Ofer at one of the first roadshow events he didn't come across to me as unambiguously brilliant (although much better in person than on these investor webcasts), but did have a very clear idea of what he wanted from RhythmOne and how he planned to develop the combined company going forward.

Here we are a few years later and the shareprice has gone up multiples. Now you can never prove the counterfactual, and who knows how much is down to "right place, right time" and how much is down to how Ofer has positioned the company. I had more or less given up on the company and sold the majority of my shareholding but thankfully kept enough shares to benefit (on paper at least) from this rise.

My suspicion is that Ofer has them over a barrel. He doesn't need the money but knows how valuable (they think) he is to them and is intent on maximising his remuneration. He must have the support of at least some of the major shareholders to get these remuneration terms through, including this one:
"The Compensation Committee and the Board of Directors shall not have discretion to limit, at the time of exercise, the value of equity-based compensation that was granted."

The total amount being awarded seems to me ridiculous, but having said that I would rather have Ofer in charge and a shareprice of £7, than Brian Mukherjee or Ted Hastings and a shareprice of £1!

Yes, I noticed that. And talking about all the deals that (he thinks) POLB is about to do. He just can't help himself, can he? Note that JS then thanked him for his "colourful" introduction. It can't be easy as CEO having a chairman like that.

On the basis of what information do you think Mithaq's holding is exclusively in ADS's?

Exhibit 2 to the SEC filing gives all the recent transactions and the main filing states:
"All of the transactions in Shares listed in Exhibit 2.1 were effected in the open market brokerage transactions on AIM, a market of the London Stock Exchange, by Mithaq Capital SPC."
In addition, the schedule quotes the total amount invested in sterling, not dollars.

It looks to me more likely that all of Mithaq's holding is in ordinary AIM shares, not Nasdaq ADS's.

In terms of Toscafund, their 1st July SEC filing and 29th June holdings notice both clearly state that they held 1m shares in the form of (500k) ADS's and the remaining 19.5m shares as ordinary shares.

Because it's an early-stage biotech in an exciting area with some big agreements signed. Have a read of the announcements they put out on deals with Mallinckrodt and Astrazeneca, and listen to today's webcast when a recording or transcript is put up to hear discussion of the market potential for their wholly-owned cardiovascular asset SLN360.

Mallinckrodt deal:
https://silence-therapeutics.com/investors/press-releases/press-releases-details/2019/Silence-collaboration-with-Mallinckrodt/default.aspx

Astrazeneca deal:
https://silence-therapeutics.com/investors/press-releases/press-releases-details/2020/Collaboration-with-AstraZeneca/default.aspx

Link to today's webcast and slide deck:
https://silence-therapeutics.com/investors/events-presentations/default.aspx

Earache - you're continuing to make the same mistake - believing that a company name is the unique identifier rather than the company registered number. If a company name ceases to be used then it is available for a different company to use, subject (I presume) to any copyright/trademark or similar issues. That is what happened here: 13356328 stopped using the name Poolbeg Pharma Limited (8th June change of name resolution), which meant that 13279507 could start using the name Poolbeg Pharma Limited (8th June change of name resoloution).

It's really not complicated if you accept the premise that the company registered number is the unique identifier of the company.

earache - you still haven't got this and I'm running out of enthusiasm for continuing the conversation. Re-read my original post (at 14:41) on what happened to the 2 companies. Poolbeg Pharma Limited is just the company name, and it has been used for 2 different companies. That's really clear if you use the Companies House site. Orph Pharma Limited became Poolbeg Pharma Limited and that is that company's current name. The different company that started life with the same name (Poolbeg Pharma Limited) is now called Op Holdco 2021 Limited.

Revised F-1 has been filed today including numbers based on Friday's closing price of £7.86.

It also completes the number of ADS's being offered: just under 6.8m ADS's with each ADS representing 2 shares. That looks like around $150m and indeed they appear to have raised the maximum offering from $100m to $173m. So that increase looks like they must be confident (in the demand).

Perhaps we can expect an RNS tomorrow to say that the Registered Offering (roadshow) has commenced.

https://www.sec.gov/Archives/edgar/data/0001849396/000119312521189808/d50431df1a.htm

earache - company registered numbers don't change - those are unique identifiers i.e. they are how you keep track of them!
Companies house site is probably the best place to go to get the info.
hTtps://find-and-update.company-information.service.gov.uk/

And as far as I can see Op Holdco 2021 isn't mentioned in this morning's RNS. The assets (immune modulator plus some bits) are currently held in Orph Pharma IP Company and it is the share capital of that company which is going to be issued to Poolbeg Pharma Limited in exchange for Poolbeg Pharma Limited issuing new shares to us (shareholders of ORPH).

Earache - there are 2 different companies here, as you can see from the registered numbers:

13279507: Now known as Poolbeg Pharma Limited (previously Orph Pharma Limited)
13356328: Now known as Op Holdco 2021 Limited (previously Poolbeg Pharma Limited)

It looks to me as though having called one company Poolbeg Pharma Limited, they wanted to use that name for the company that would be the first spin-off, instead of the Orph Pharma Limited name. So they renamed Poolbeg Pharma Limited to Op Holdco 2021 Limited so that the Poolbeg Pharma Limited name would be available for the one previously called Orph Pharma Limited. My guess is that Op Holdco 2021 will now be used to prepare for one of the other spin-offs.

In terms of the forward ex-rights date, nothing much has changed has it? The key thing is whether there is any public information out there to allow investors sensibly to value the spin-off (and therefore take a stab at how much the price of ORPH might change when it goes ex-rights). At the moment there isn't really (we just know that it is going to have the immune modulator asset). The key things will be the details of the financing raised and dilution suffered through the IPO and also the prospectus, neither of which is going to be available (it seems) until after the ex-rights date. So we've really just moved from knowing the ex-rights date will be sometime fairly soon, to knowing it will be on a specific date.

I'm suggesting that in a volatile and fast-moving environment, there is a premium on current information. So latest quarter or latest 3 quarters are likely to be more use in forming a view on how the business is performing than going back to the last full financial year's figures.

But if you want to quote 12 month figures then at least use trailing twelve month (TTM) numbers (1st April 20 to 31st March 21) as the company has provided the information to allow these to be calculated and they are self-evidently more up-to-date than financial year numbers since they include 1Q21.

STT1 - I don't recall posting any expectations on here recently. I've just been showing you how you might calculate up-to-date trailing 12 month figures for TRMR covering the period 1st April 2020 to 31st March 2021.

Do you disagree with the numbers I've posted?

gdog - thanks. Perhaps the big move is still to come then!

I wouldn't necessarily expect the average retail investor to know much about TRMR, but if Stifel and any other advisors to TRMR have been doing their job, they should by now have spent many hours talking to a number of US institutions about TRMR and its relative valuation, in anticipation of the IPO.

The 2 things could be connected of course. MGNI average volume is much greater than TRMRs but at the margin there could have been a reasonable amount of switching (or arbitrage) out of US highly-rated adtech companies and into TRMR, especially as the preparation for the IPO got going and US adtech investors became more aware of TRMR.

Isn't there a minimum 15 days between filing the F-1 and the effective date (the date on which the Notice of Effectiveness is given)?

I've posted what I believe to be 1Q FY21 TTM (trailing twelve months) figures. That is the latest full 12 months figures available. Do you disagree?

And yet you have repetitively been posting 2020 figures and even 2019 debt provisions.

Do you disagree with the figures in my post as the last 12 months position?

In fact, stt1, we can do better since they reported 1Q20 numbers in with the 1Q21 results. So by backing out 1Q20 from the full year 2020 results we can calculate the results for the 9 months 2Q-4Q 2020, then adding in 1Q21 we can get the latest 12 months position i.e. TTM, which I make something like:

$215m Net revenue
$ 87m Adj EBITDA
$ 54m Net cash generated by operating activities

Do you disagree with those as the latest 12 month figures?

Out of date stt1. If you remember there was a little global difficulty in 1H20.

Look at 2H FY20 and 1Q FY21 to see how the business is performing. What was the revenue, cashflow generation and adj EBITDA there?