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The scheme document will be where the directors get to make their detailed case for supporting the proposed deal. That will be voted on at the GM. Although having seen a few of these, I wouldn't hold out for an awful lot more detail than was in the initial announcement.

Under a scheme of arrangement, they also have to get it through the court meeting, which is interesting because as well as the 75% pass mark of shares voted, they also need "a majority in number" of shareholders voting for it. For this "majority in number" each legal shareholder only gets 1 vote, if I understand it correctly, so those of us who only hold through nominee accounts such as HL can't influence this one. But anyone who is on the register in their own name will count and will have equal weight with anyone else (e.g. an institution with a big position held through a single legal entity).
If the scheme of arrangement fails to make one of the hurdles (75% or majority in number) then they can revert to a takeover offer, for which the passmark would be 90% I think, but without the "majority in number" test.
Happy to be corrected on any of this is someone knows better.

I've mentioned it before, but I think it is significant that CBRE were unable to announce any "irrevocable undertakings" or "letters if intent" from a single institution (they have got only the board publicly signed up). It would be absolutely standard practice to try to get Octopus onside as the biggest institutional holder - make them an insider, disclose the terms and ask for an irrevocable undertaking or letter of intent to vote for the deal.

The point about the HL, II and Barclays holdings is that they are (almost certainly) largely you and me. I hold mine through HL. So looking through the "significant shareholders" list on the site, we have Octopus, Investec and Thames River holding about 19% in aggregate for the institutions, while for the private investors HL, II and Barclays hold around 17%. So the outcome need not be determined by the institutions, given only 25% is needed to block a scheme of arrangement. And it's 25% of the shares voted, so given the normal apathy means many (including institutions) tend not to vote, if individuals really feel strongly about this and want to turn down the deal without having an alternative lined up, they have a real chance if they exercise their rights through their nominee holders when the time comes.

Personally, I'm not so sure. Could there be those (US-based or UK-based) who would consider a defensive bid to stop CBRE getting TEF? Could TEF's portfolio appeal to Berkeley? Might Crest Nicholson even have a look? The "London" bit might be a bit of a hurdle given their recent decision to exit the central area, but the build-to-rent focus fits.
It will be interesting to follow the 8.3's and establish what, if anything, the institutions are doing. Will Octopus acquire more, sell down or stay put? That might give an indication as to which way the wind's blowing.
Personally I'm now thinking about selling a proportion to take advantage of the current premium to the offer price, but keeping most while I wait to see how things develop.

I'm afraid they also stick the boot in somewhat. Front page of the business section. Article talks about shareholder dissatisfaction with the price, but concludes with:
"The shares weren't bouncing back anytime soon. Telford's relatively high debts and new business model make rival bids unlikely, too. So, sorry shareholders, but this bid looks as good as it gets."

What's interesting is that there is no mention of "irrevocable undertakings" or even "letters of intent" from major shareholders to vote for the deal. Normally the bidder would want to announce some institutional support, not just the directors' support.
So might it be reasonable to assume the major shareholders at this point aren't convinced? But can they find a deep-pocketed white knight?

I'm happy to wait a bit to see if a counter-bidder emerges and if not reinvest elsewhere in the sector ( probably some more in crst, but might want to diversify). But I guess the tef musketeers might see it differently.

Conflict of interest between fractional owners in it for long-term through-the-cycle capital appreciation, and management who might see the attraction of secure backing for business growth? Fractional owners sent packing with a point-in-cycle-specific cash lump sum while management get to look forward to continued remuneration and business security?

Here's hoping for a bidding war and a knock-on impact on the rest of the sector.
So much for some of the TEF directors being too wedded to the inheritance tax benefits of being on AIM to consider selling out or moving to the main index.

The Lombard Odier short would have been cancelled out by the bigger long position that came from their RhythmOne holding wouldn't it? At completion of the merger, the short would have netted out. Depending on how the short was implemented the gross short might have automatically expired or they might have had to do something (such as return borrowed shares). I guess someone just forgot to update the fca when that happened.

I live in hope that a genuine investor interested in discussing the investment opportunity might stumble across the bulletin board.

Indeed, it's all about trying to understand the levels of risk and what assumptions are needed to make this work.

I have bought today, largely on the basis that I believe the CEO's rather extraordinary performance in that interview must mean she is extremely confident that near-term results will not disappoint. I hope that performance may be enough to put some upwards momentum behind the shareprice. I can't remember ever seeing a CEO on camera state something along the lines of "we are ridiculously undervalued" although it wouldn't surprise me to learn that Elon Musk might have done it. I presume the Nomad must have approved the statement as well as the placing of the interview on retail investor sites such as this one.

I'm not arguing that they don't tend to be sticky, but would you bet the company on it?

As I see the numbers, Totally is paying £16m for a company with £3m of net assets (as of 31/10/2018) and a series of profitable contracts. So £13m for the contracts plus the value of the business as a going concern (assuming no fair value adjustments). How much of that £13m is going to be paid back by expected profit while the existing contracts run to completion and how much has to come from future business beyond the existing contracts?

5 of those contracts account for 10% or more of revenue each, approx £15m in aggregate of the £22m revenue, in the period to 31st October 2018. 4 of those 5 contracts come to the end of their extension period by April 2021.

So I would think they expect all 4 of those contracts to be renewed or replaced with equally profitable ones going forward and that would be good. They also expect to continue winning additional contracts. That will be a base case and the acquisition should look good in that base case, when synergies are also taken into account.

But what is the risk of 1 or more of them not being renewed, and what would that do to the acquisition economics? What if they are renewed but at lower rates, either through competition or counter-party demand, perhaps even in part because the CEO has just been talking on camera about the profit margin and the documents published around the acquisition will reveal data on the attractiveness of the contracts that perhaps wasn't previously available to the counter-parties?

I think she's talking about the plc profitability, but at the adjusted level. Which is fine if she says that is what she is talking about but I would have thought very questionable if she doesn't, particularly if the interview is aimed at retail customers.
"...we said we were going to be profitable at the end of the year and we were." and "This will be the first year where we've been profitable..."

or something along those lines from my hearing of the interview.

If a house broker (Allenby) is estimating an FY20 loss of around £4m (as per your post on the other board grahamwales), how is Wendy allowed to say in an interview apparently aimed at retail investors that they are profitable, without any qualification as to what measure of profitability she is actually talking about?

It seems to me this all hinges on the stickiness of the contracts, especially the Greenbrook ones.

From the interview it seems fairly clear Wendy is focusing on adjusted profit, which strips out the amortisation of the acquired contracts, as well as exceptionals. Acquisition and integration exceptionals should be largely out of the way this year so that leaves mainly amortisation in FY21. Then in FY22, by when the acquired contracts have all but finished, the adjusted profit and actual profit should be about the same.

So if the contracts are sticky, i.e. if they can renew or extend them with equivalently profitable contracts then things should look really good in FY22.

Wendy's thesis is that if they perform then the contracts will be renewed. And that I think is why she was prepared to pay such a high price, in relation to actual contracted business plus net assets, for Greenbrook, which had good performance ratings. And that presumably is what Miton and Columbia Threadneedle see, while some of the other pre-merger shareholders presumably see less stickiness or more other risk.

Has anybody seen the analyst notes that are talking about a share price of around 50p?

It's all gone a bit gloomy over here. The bull case is still there you know. I was rather surprised that Wendy stayed as CEO but Miton and Columbia Threadneedle are no mugs. If they were happy to invest in the placing without requiring a change at the top then they must believe she can deliver. Either that or they've agreed a probation/transition period. Either way I think they are better placed to take a reasoned (long-term) view than we are given the access they will have had.

Going back the other way again now. I swapped some CRST into TEF on 28th Feb after the TEF profit warning. Now swapping back thinking that CRST may have been unduly beaten down by fears of Woodford liquidation. TEF still a top 10 stock in my portfolio (and CRST top 3).

Couldn't resist the temptation any longer. Findel had become my 2nd largest holding with the recent spike, so I've sold the ones I bought on 7th March, at just short of a 50% gain. It remains a top 10 holding.

Someone having fun with the algorithms today, or have they got the units wrong and meant to be buying in 100's or 1000's? Perhaps a cunning plan to get us through what looks like a bit of resistance at the 250p-ish level (the "undisturbed share price" ahead of the Toscafund sale)?