Member Info for 3littlepigs

When I first read the RNS I read "Late May or in June" to mean ...or in early June, because if you think you could get there in late May then surely when it slips a bit you are in early June. But as more time passes by I do think the wording was carefully written to allow relisting any time in June. Fingers crossed for some form of update this week that indicates relisting in the first half of June.

Guys and girls, you've all got the wrong end of the stick regarding Companies House I'm afraid. Firstly, you are looking at UK companies house, the public registrar for UK incorporated entities. Secondly, you are looking at filing information for Canadian Overseas Petroleum (UK) Limited, a wholly owned subsidiary of the Canadian listed parent. Therefore, I'm afraid to say, the filings and filing dates tell us nothing about the listed company. The standard filing date for any private limited company is 9 months after the year end ( 30 September in our case) and the confirmation statement date is also standard.

Infapound:
1. We haven’t delisted. We are suspended.
2. Just google XOP and look at the share price.

Slightly off topic, but I just did my first LFT at home ("made in China"). What a waste of time! After several attempts to stick the stick in the back of my throat, causing me to repeatedly gag for England, I gave up and went to my nose. 2.5cm insertion doesn't sound like far, but boy did my eyes water! All in all a thoroughly horrible experience and I wasn't the least bit surprised to get a negative result (how could it be positive if i couldn't administer it properly). What we need is a nice easy anterior-nasal LFT; oh - wait, there is one!
I'm off now to windowlene the mirror that I gagged and coughed all over and then to put my contact lenses back in, as they were washed away by the tears from the nose job!

I don't think the suggestion is that the financials haven't been given to COPL, or that they are in any way being withheld from COPL by Atomic. It is simply that the audit hasn't been signed off by the auditors. To be fair, most audits take more than 4 months, that why, in the UK we have a 9 month filing deadline for limited companies and a 6 month filing deadline for PLCs. Let's hope that they are only going to miss the 15th May deadline by a few days, but requested a bog-standard extension of 45 days.

It's intriguing that the reason we didn't immediately suspend on announcement of the deal was that the deal was conditional. Only when all the conditions were satisfied was the suspension enforced. I wonder, if the share price had risen a bit further and our market cap was higher than that of Atomic at the point when the deal became unconditional, could we have avoided the RTO rules entirely and therefore avoided suspension>delist>relist? I doubt it, as I expect the rules are based on asset and turnover tests, not market cap or enterprise value tests, but it's fun to ponder...

To clarify two points in my post:

Firstly, while I hope the prospectus will come in the next couple of week, I think it must come before the end of June, otherwise the 31.12.20 balance sheet will be more than 6 months old and they will need to include a 31 March balance sheet, which is extra work for all involved.

Secondly, I would be disappointed not to see a pro-forma P&L and balance sheet for the consolidated business. Without it I can't see how an investor will gain an insight into what the new company looks like. I would expect this to be audited.

I read the Sedar report at 7:10 this morning and have been thinking about the implications since then. Here's my thoughts:

1. COPL was able to issue its audited financials for 31/12/20 because they didn't include any revenue or cost for Atomic. I know the deal was effective 1 December 2020, but if you read the accounting policies notes (Note 3: Basis of Consolidation), you will see that as the deal hadn't closed by 31/12/20, they do not include the financial results of Atomic (they use a control test for consolidation). Therefore any delay in Atomic's audit didn't cause a delay in COPL's audit or its 31/12/20 results.

2. One of the reasons we were waiting until March for the acquisition to close was the audited financials of Atomic. I assumed we were waiting for the December 20 audited financials, but I now realise the audited financials could have related to either i) an earlier period (e.g. 31 Dec 19 or 30 June 20): or ii) the completion accounts of 1 December 2020. It seems clear to me now (with the benefit of this hindsight) that the audit was not into the period ended 31 December 2020. I would expect, as a chartered accountant, that the 31 December 2019 audited financials would give a good basis on which to audit the 31 december 20 results. The tricky points will be the judgemental areas, such as Cuda's financial viability and how to provide for any debts they owe Atomic (presumably all these receivables would be fully provided for on the assumption Cuda will go under).

3. Finally, to the prospectus. Listing Rule 6.2 requires the prospectus to contain many things, but amongst them: a latest balance sheet that is not more than 3)(a) six months before the date of the prospectus or listing; and 4) includes the consolidated accounts for the applicant. I am no FCA expert, but I would expect us to see a balance sheet for 31 December 2020 for the whole consolidated group (including Atomic) as well as the income statement for the consolidated group for the whole of the year ended 31 December 2020 on a PRO-FORMA basis. To sign off on this I would have thought the reporting accountant would want to see the audited position of Atomic at 31.12.20 so any delay to this audit being signed off could cause a delay to the prospectus.

I've been in this since early December and am uber bullish about the company's prospects. I would dearly love for the company to relist in the first week of June and, as an eternal optimist, still think this is possible. However, I am concerned that the the FCA or EY (who I assume are the reporting accountants) will want the Atomic audit signed first.

One final comment: given the requirement for the prospectus balance sheet to be no more than 6 months old, I think we can expect to see a Prospectus in June. There is no way Art could allow the December balance sheet to become invalid and start a new audit process.

All the best, piggy.

I too observed on Friday morning just how bad the Sedar website it, better only than the CanOverseas website which is probably the most amateur website I’ve ever seen. Fortunately I only care about Arts success in finding oil and pulling off deals-of-the-century.

Cdn, I’m afraid I don’t agree. The company’s registrar keeps a full and complete record of all shareholders all the time whether you are suspended or not. Listed, delisted or suspended; makes no difference. Personally, I wouldn’t read anything into the record date.

Charlie, love your posts.
Regarding your comment “ Given that you can not make an application to re-list”, is there a FCA listing rule that sets this out, or is this an assumption? Cheers.

Haha! Cool as steel is just guessing, badly. The existing COPL listing doesn’t cancel until 21st April so the earliest we can relist is 22nd. Until we get a prospectus we won’t know but educated guesses on this site suggest 4th May.

Why can’t we reapply for readmission of the new entity 2 weeks before the cessation of the old entity? It would be neat to see the old die out on the Friday and the new company readmitted 3 days later on the Monday.

Like many, I was surprised by the mention of dividends in the video, but I know why he’s said it. Obviously this is putting the cart before the horse. As said by someone else further up the thread, we are a growth stock, we need to first generate cash, then with cheap debt and sensible leverage, we need to buy more cash generating assets. Over the next 5 years, each acquisition should get bigger until we are generating £250m+ cash a year. Then with a market cap of £3bn we can start paying a dividend. Until then, a dividend would be a poor use of company cash in my opinion.

In any larger cap share there would be a very clear correlation between the share price on the 2 exchanges. Quite simply, the Canadian exchange price should be the CAD equivalent price of London price and vice-versa. The only reason we haven’t seen that is the result of the Canadian exchange only offering price increments of 0.005.

If there was one reason to do a share consolidation (or whatever the right term is) to reduce the number of shares by, for example, a factor of ten, from 14Bn to 1.4Bn, this would be it. The share price would naturally increase by a factor of 10 on both markets, but the Canadian market wouldn’t have the issue of 0.005 increments causing it to make lumpy step increases; it could become smoother in its price movements.

Exciting times.

Having worked in the finance team at a listed business that went through a rights issue and then a move from AIM to main market (I know we aren't AIM!), both of which required a prospectus, my comments on the re-listing timetable would be:

i) A prospectus is a massive piece of work and the reporting accountants will want absolutely everything to be in check before they sign it all off, hence the detailed IFRS audit on the December numbers;

ii) Once a prospectus is in issue, you don't want a huge time gap until re-listing since any new material news that gets announced or leaked could (not would, but could) force you to issue a new prospectus, which is a balls ache.

I sincerely hope that the bulk of the prospectus was written 2 months ago and that the only remaining part that needs adding is the audited financials. I would also hope that the FCA has already seen a draft of the prospectus, pending financials and they don't draw out their own audit of the business. The main areas I would expect the FCA to focus on would be material contracts in Nigeria and US, full disclosure of our JV relationship in Nigeria and the associated disputes which are being resolved.

IG gave me the same answer. I also sought assurance that their Corporate Actions Team would be looking at this, in case,
on re-admission, they do a 1 for 10 consolidation to reduce the number from 16Bn to 1.6Bn.

Andy952, could they go to the office at 9am?

Stew909: AVCT

My buy is showing as a sell.