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Not with a bang but a whimper...

Are they all down the pub celebrating the deal going through? Or are they holding a war conference on what to do next after defeat?
All seems quiet on the share trade front, apart from that 95k share trade that went through at just over 349p. I did think that might have been someone who had been to the meeting and decided to get out just in case, but it all looks very calm since. And there was the strange start to trading with a few early trades going through at nearly 354p, which looked like someone thought something interesting might still happen. Won't be long now before we get actual news one way or the other I think.

FWIW I've now sold my remaining Tef position and reinvested in Crest.
Although a counter-bid could still be announced tomorrow, or a sweetened deal, my feeling is that such an outcome was more likely to have been announced first thing this morning after weekend negotiations and my fear is that rejection of the deal is now the bigger risk. If it is rejected though, given the recent arb behaviour, I think that might be a prelude to an attempt at renegotiation with CBRE - subject to Takeover Panel agreement to CBRE submitting a higher bid.
Good luck those of you staying in.

Terrace - still hopeful, but in the context of having sold 2/3 of my pre-announcement holding - so I'm certainly not banking on a counter-offer or sweetening of the deal, but I still think there's a chance.

Samson Rock seems to have folded yesterday, closing out its CFD long. But Tavira, like Sand Grove the day before, has converted a CFD long to shares (2.04m of them in the case of Tavira) and added another 200k shares for good measure.

So now we have about 18% held between Sand Grove, Tavira and Cicogne - still probably enough to block the Scheme given general apathy and/or hostility to the deal among retail investors.

Why is there that stipulation in the Takeover Code about not being able to increase a "final" offer? I think it's to stop acquirers laying siege to a company, by saying this is the "final" offer but then increasing it when they don't reach the pass mark and causing more distraction for the company's management. I presume (but don't know) that if the target (i.e. Tef), the bidder (CBRE) and shareholders representing a significant chunk of the voting rights went to the Takeover Panel and said they all want the bidder to be able to increase its offer then the Takeover Panel might agree.

So although a last-minute counter-bid is possible on Monday, I think a more likely upside case is now that the deal is voted down on Tuesday and that CBRE is then invited to sweeten its offer, with the consent of the Takeover Panel, the Tef board and a number of institutional shareholders. And I suppose it's even possible that if all sides accept the vote won't pass they might even present a sweetened bid on Monday or Tuesday so that the vote on the current offer doesn't go ahead.

And the downside remains, IMO, that the vote fails on Tuesday without a counter-bid appearing and without any agreement for CBRE to sweeten its bid.

The reason they have given for the latest delay is the potential sale of Wipac and the losses being incurred in that business. Previously the reason was negotiating the bank facilities and sorting out the pension contributions I think, but those seem now to be resolved.
So I would assume from what they have said that they are considering whether they can present Wipac as a "business held for sale" and therefore present the rest of the "continuing operations" looking pretty good with the "discontinued operation / business held for sale" effectively just an ugly footnote (a bit more than that but basically the focus would naturally go on continuing operations).
But for the auditors to allow them to do that, the auditors would need to be convinced I think that a sale of Wipac would be very likely to complete. So they may need to get a bit further in their negotiations with the potential buyers so that they can demonstrate to the auditors that it is reasonable to class it as a business held for sale. Otherwise it would need to be lumped in with the rest of the business and the overall results would look fairly ugly I imagine.
Being able to present Wipac as a discontinued operation/business held for sale would also mean there's a fairly clean starting point (in the continuing operations) for future comparisons.

With the arbs taking 3% from Investec and Sand Grove converting its huge CFD position into shares (if I am reading the 8.3's correctly), this still looks to me like it might not be over yet (in terms of the CBRE bid going through as is). By my calcs, the arbs (as I think of these companies) now hold 20% between them as follows:

11.1% Sand Grove (and converted CFD into shares yesterday)
5.3% Tavira
1.8% Samson Rock
1.7% Cicogne

Given the 75% passmark for the scheme of arrangement and natural apathy among shareholders, that looks to me like almost certainly sufficient to block the scheme if that's what they want to do (especially as we know from posts on this board that there's likely to be another declared shareholder voting 1.4% against iirc).

I wouldn't expect arb players to take the risk of the deal failing without having something else lined up in the near term. But the Sand Grove conversion of its CFD yesterday and Tavira's purchase suggest to me that they think something else is on here. Could they be trying to negotiate a sweetener from CBRE and perhaps also seeking Takeover Panel approval to waive the normal rule on companies not being allowed to sweeten a "final" bid?

The pre-bid significant shareholders on the other hand have been selling down. By my records Octopus, Schroders, Bank of Montreal and Wise Funds have gone, Investec sold about 1/2 its position yesterday and Graham Harris has sold more than 1/2 of his.

I think I will retain my remaining position until at least Monday.

Still one more possible "M&A Monday" to come before the vote, but I'm getting more concerned about the near-term hit to the shareprice if the deal gets voted down than missing out on a premium if a counter-bid comes in.

So I've sold around 1/2 of my remaining holding and reinvested in Crest. That's about 2/3 of my pre-announcement holding gone that way now.

I'll take the first post then.

RobertDuboff - the proforma accounts did in fact model the working capital adjustment. They showed (page 111 of the admission document) £7.4m cash sitting in Greenbrook as of 31st October 2018 and to construct the pro-forma accounts deducted £5.8m, being £4.5m as an estimate of the additional cash consideration payable because of the working capital adjustment and £1.3m one-off transaction costs (including costs of the placing).

The question is what happened to get from that £7.4m as of 31st October to just £2.0m shown in the table in the results as "cash in hand". You might think that the explanation would be that the £2.0m is after removal of the £4.5m "excess cash" (i.e. working capital adjustment), but if that were the case then the cash consideration would not be shown as £13.8m would it? So you have a total consideration shown of £16.3m, of which £13.8m cash, which clearly includes payment for the excess cash, but the assets it acquires for that £16.3m appear to include only £2.0m of cash. Elsewhere in working capital, trade and other receivables are similar to the proforma accounts (£4.7m vs £4.5m) while trade and other payables are a bit lower (£7.8m vs £8.6m), but nowhere near lower enough to balance the "missing" cash.

Bottom line? In the proforma accounts, net assets were £3.0m at 31st October 2018, whereas in the table in the results rns, net assets acquired are shown as -£0.8m (i.e. net liabilities) at completion or -£2.2m after the fair value adjustment.

Happy to be corrected if I am misinterpreting. I pursued the point with the company at the shareholder evening and have followed up since.

"As defined by the AIM Rules for Companies, shares not in public hands includes shares held by Directors of the Company and all shareholders with over 10% of the total voting rights of the company."

Well if that Belgian tax figure needs to be paid he may want to sell his stake here to raise cash

Sports Direct say in their results announcement that they are pushing for the disposal of Education to be looked at by Findel asap.

Steady as she goes then. Good to see.

Perhaps look at the 350p as an option negotiated to cover the period of the conservative leadership result. Shareholders can always decline to exercise the option by voting against the deal in sufficient numbers if they think housing market prospects now look better.

Well the chairman apparently thinks they’re excellent results, but haven’t they missed fairly badly on revenue, with revenue actually falling from £40m in 1H to £38m in 2H? £78m total vs reuters consensus of £82m and reuters low of £80m as I read reuters today. More difficult to tell on earnings because of the different measures, but to me it looks like it might be a miss there as well with 2.5p loss per share (or £1.1m adjusted EBITDA).

They have had to write back contingent consideration again (i.e. disappointing performance in PPH and AH), take a write-down on goodwill (so future value from the particular acquisition not what they thought it was going to be a year ago) and they can't even demonstrate positive operating cash flow, not even for 2H.

Apart from that, what happened to the cash in Greenbrook? £7.4m in the pro-forma accounts (as of 31st October 2018) down to just £2.0m at completion? So having raised £9.7m (before expenses) in the placing and open offer I think, and having paid £13.8m cash consideration to the Greenbrook sellers but only received £2.0m cash in Greenbrook at close (in June – i.e. this financial year, not the one being reported on in the results), that must be £2.1m net cash (plus the expenses of the placing/open offer) out as a result mustn’t it?

Happy to be corrected on any of this if you think I am misinterpreting anything.

I think perhaps the best way to look at the Octopus sale is that they may have been risk averse. i.e. they may have been more concerned about the deal being voted down (with resulting shareprice hit) than they were excited about the possibility of a counter-offer - back to that symmetrical probability distribution again.

They've done it through CFD though, so presumably nowhere near 100% of the cost of the underlying shares tied up.

Although given the price they've paid (0.25p over the offer price) they would only be down £20k or so if the deal goes through at 350p. So perhaps they are more likely to accept the offer if there's nothing else on the table and they see it as just a cheap but out-of-the-money option play (although still with the risk for them in that scenario that it does get voted down even if they support it).

I read the same into that Bloomberg article, matth. But that wasn't a "final" offer by the look of it and so could be sweetened to win approval.

I would assume SG think fair value is more than 350p, but here they can't lever up the price as I understand the takeover code rules, unless there is a counter-offer. I have to think Octopus thought a counter-offer was unlikely. So does SG know something that Octopus doesn't, or is SG prepared to dig in for the slightly longer-haul and vote the deal down (probably taking a near-term hit on the shareprice) in order to promote a more rigorous sale process over the following months? My earlier assumption was that an arb player wouldn't take that risk and would vote the deal through if that was all that was on the table come decision time. Now I'm not so sure, given the size of the position they've taken.

Appears something similar played out on Ophir recently.

"Hedge fund Sand Grove Capital Management LLP has almost tripled its stake to more than 17 percent, according to regulatory filings."
"Medco’s CEO Lorato said the shift in holdings isn’t surprising. “These are normal changes, the one you see, in a situation like this -- for example arbitrage funds that would like to take a position. These are what I’d call event-driven funds,” he said."
https://www.bloomberg.com/news/articles/2019-03-05/ophir-is-said-to-face-investor-opposition-threatening-medco-deal