Member Info for 1GW_

I've only just realised the documents behind the letter of intent and the irrevocable undertakings are on the Sepura site (you need to follow the link to the "Offer Site" section in the "Shareholder Information" heading). The Hendos Letter of Intent is worth reading if you want to understand the level of commitment they've made...

Gixer2 - looks like you have the same price but must be behind Cicogne in the queue then!

OK, answers on a postcard please. 1. What is SEB's actual shareholding in Sepura? (Data: they disclosed 7.9m shares or 2.14% in their 8.3 of 5th December, increasing to 8.4m shares or 2.28% in yesterday's 8.3. But in the 16th December announcement SEB Danmark was quoted as having given an irrevocable undertaking for 28m shares or 7.5%) 2. If Liontrust have given an "irrevocable undertaking" in respect of 42.8m shares, how come they could sell down to 40.6m shares a couple of days ago? Confused? I am.

Guys, you really need to read the document issued on Friday. "The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to Sepura Shareholders within 28 days of the date of this Announcement..." So within 28 days of last Friday we should get the formal document which details the Hytera offer, the board recommendation (and the reasons for it) and contains the forward timetable, including the date of the General Meeting at which the vote will be taken.

No there's no limit as far as I am aware (but as usual please do your own research, I could be wrong). Presumably a counter-bidder might want to get the bid in before the Sepura shareholder vote though as things might be more tricky once the vote has been taken. I think the 5 days has come from a misinterpretation of appendix III of the document published on Friday. This is where the "irrevocable undertakings" are detailed and where it says that in the case of Liontrust, Miton and SEB, in the event of a higher-value competing offer, these companies' undertakings will still apply provided Hytera raises its offer to match the competing offer "no later than 5.00pm on the fifth Business Day after the day on which the third party's offer is made".

Batfink - personally I bought in on 27th September, the day before the AGM. This makes Sepura a very recent addition (in my terms) to my portfolio. But fairly clearly here there have been a lot of much shorter-term traders in here over the last couple of months and judging from the drop off in posts and some of the comments made it does look as though quite a lot of them have moved on to their next big thing. I'm not sure that's a bad thing for the rest of us. At the very least it makes it easier to keep up with the posts on this bulletin board.

They've signed a letter of intent - and intent can change if circumstances change. There must be a reason they went the "intent" route rather than the "irrevocable commitment" route

Henderson + Jonathan Green + Michael Sherwood hold very close to 25% of the votes and hence I believe are very close to being able to block the takeover (assuming they could agree to act together). Are they giving themselves an option to block the takeover in the event that business performance improves sufficiently in the 2 months or so before the shareholder vote? This would be quite a nice position to be in. A base case of taking the 20p from Hytera, an upside of getting a counter-bid and a further option to block the takeover if Sepura manages to get a couple of the big delayed contracts through in the next couple of months.

JackBean - AlphaGen is a subsidiary of Henderson. They gave the letter of intent for the full 36m held by Henderson at the time.

I agree JackBean, that's also possible, but why? Hendo + Jonathan Green + Michael Sherwood already control 24.9% of the votes, fractionally short of the 25% I think they would need to block the scheme of arrangement. If Hendo have been buying again today then they likely have the 25% between them now. But Hendo have to some extent got reputation on the line since they have given the letter of intent to Hytera, so if they renege on that then they damage their credibility in any future similar situations. So I'm not sure they would want to be seen to be the cause of the Hytera bid failing (as they would if they explicitly voted against the deal). But they could play a role behind the scenes, convincing a third party bidder that they would change their intent to support Hytera in the event that the third party made a decent bid. If a third party did bid then we would be into the pre-emption situation where Hytera would have 5 days to raise its bid, so in those circumstances Hendo would probably never actually be required to vote against the original Hytera offer.

FeltF85 - yes, that theory fits the evidence. But I agree with the other posters who say that 20p seems to have been a suspiciously common theme in the selling, the offer and the buying. Maybe just coincidence of course, but ...

Not much selling/buying during the offer period before Friday apart from Henderson. John Drinkwater sold down and SEB took a little bit off the table.

There seems to be a bit of confusion around. According to my record of the 8.3's we currently have: 13.8% Henderson (HGI/AlphaGen) 11.5% Liontrust 6.5% Jonathan Green 6.2% Miton Group 4.5% Michael Sherwood 4.0% Danske Bank 3.6% Oddo 2.8% Sion Kearsey 2.1% SEB 2.0% Legal & General 1.2% Aviva 1.2% NN Group 0.5% John Drinkwater Making a total of 60% accounted for.

blackflamingo - no I don't think it smells because of the low margin. I sat through 8 months of offer period on Pace-Arris. That was a part-cash, part-paper deal (Pace being bought for cash + Arris shares) and there was a huge amount of arbitrage on that (companies shorting Arris and buying Pace because the theoretical purchase price of the Pace shares was a few % above the actual price of the Pace shares). From memory the gap stayed at 5% or more in that case, but the expected timescale to completion was a lot longer and the risk of regulatory problems considerably higher (in my opinion). However, I do agree that the consistent selling by AlphaGen before Friday just above 20p, the 20p offer price and now the buying just below 20p on Friday do look rather "odd" let's say.

Indeed Nelly71. A bit of a challenge to my (non-conspiracy) theory that AlphaGen were getting out because it didn't fit their profile of a liquid, scalable investment. Just possibly, now that the offer is in, they might now see it as an arbitrage play (20p in the future for 19.xp today and relatively low risk of loss) which perhaps would come into the "liquid, scalable" bucket.

Great to see them buy back on Friday. Have to wait for the holdings notice to see if its HGI or AlphaGen which did the buying. AlphaGen signed the letter of intent to vote (but on behalf of the entire Hendos shareholding) and AlphaGen is the subsidiary that has been selling down through the offer period. This purchase suggests to me that they were not given an updated view of the Sepura financials as part of the encouragement to sign the letter of intent, as this would I think have made them still an insider and unable to buy/sell before the shareholder circular is issued. So I think something else persuaded them to sign the letter of intent - it may have been simply that Hytera would not put the offer in without Hendos support and Hendos decided a low offer was better than no offer. Or it may have been that as AlphaGen seemed happy to sell at 20p anyway, it was difficult for them not to support an offer at that level. As to why they bought back on Friday, I would hope their reasoning was similar to my own (!) although they have the added advantage of having a big enough stake to be a factor in a rival bid. i.e. now that they are the biggest shareholder again they are the obvious shareholder to approach if a third party wants to buy a stake ahead of launching a formal bid. It also gives them added weight if they proactively go to third parties suggesting a bid.

Cturner - well that's the upside play. I look at it as a balance of risk and reward. Before the offer came in on Friday, there was quite a big downside I felt. I thought a bid was the most likely outcome (say >50%) and I expected if they did bid there would be quite a good upside but that there was also a reasonably large probability that Hytera might withdraw and then the share price would head back towards 10p or so. Now that the offer is in, although it is at a very disappointing level compared to my hopes, I think the downside risk is much more contained. There is a chance that the bid fails for regulatory or shareholder reasons, but I think that's a pretty low probability. The most likely outcome I think is that the bid goes through as per Friday's offer (i.e. 20p) but I think there's also a reasonable probability that a counter-bid comes in and that ultimately leads to an auction / bidding "war" and a potentially big increase on the Hytera offer. So when I saw the price head below the Hytera offer on Friday and I could buy more at about 19.4p I felt I had a good chance of getting a bit more than my money back (20p), a small chance of a big loss (Hytera offer fails) and a reasonable chance of a big gain. They seemed like good odds to me, at least to hold the position for a few days and see what the 8.3's showed, so I bought. No advice intended here of course, just detailing my own reasoning for buying on Friday.

Very definitely still holding blackflamingo. In fact nearly doubled my holding on Friday, hoping for a counter-bid.

As a Franco-German investment house you might expect them to have some insight into the possibility of a European player joining the party.

This is where it gets interesting.