RE: A ridiculous deal1 Oct 2025 16:11
I thought it might be helpful to lay bare what has happened and in what way all Falcon have been wronged given the terms of TBN proposal.
First, the Russian shareholder, a Gasprom nominee entity, has been offered cash but not a share equivalent & all other Falcon shareholders have been offered shares only, in the enlarged Co. if the deal is approved [by 50% of the shareholders who cast their votes when the time comes. This is inconsistent with UK Takeover Panel rules.
Second, [& I feel let down by this] given that the Falcon board was no longer properly functioning, recent market talk that the chairman had gone at least partly AWOL, a second director had not despite her role not been in the office for quite some time [for legitimate reasons] and a junior accountant has replaced her, and a third director who is 77 years of age is in hospital after a very serious motor accident in Canada, without WIFI connections and receiving speech therapy and other more serious treatments, a takeover or merger might be a good & the right solution solution. I argue this too because those persons I'm not referring to above also got the company into a bit of a hole because they took their eye off the ball.. What surprised me me most recently was that no one wanted to raise [in]directly how Philip was coping without his Finance Director who was pregnant again & looking after her young baby & he personally did not seem to have the skillset to prepare properly anymore a new presentation or post whatever he was currently talking to, on the Co. website.
Given the above I take issue that all Falcon shareholders have been let down & have been offered less shares in the enlarged TBN, than they are entitled in 2 ways - firstly as TBN admitted yesterday morning in London in their NR that the offer was 4% accretive to TBN existing shareholders, ,,,& second when they told investors last night in the US [in writing as well on Slide 6 of their 30 September presentation] that the deal terms did not factor in the different royalties that Falcon and TBN owe to Falcon's previous partner Origin when future gas sales commence in the middle of next year.. ...Falcon shareholders realise of course that their Co. has NIL liability to Origin, but TBN under their agreement with Origin, must pay a 5.5% royalty in cash on all future gas sales for their 38.75% share, Bryan Sheffield's DWE 38.75% share and Falcon's 22.5% share - described of course in this convoluted way in order to confuse the Markets...For whatever reason TBN m'ngment have wrongly IMHO gone along with Falcon management's request that Falcon's shareholders be short changed & as a quid pro quo Falcon directors & executives should wrongly in many cases be given a gift in the form of TBN share options. I don't think Cavendish Securities in their role as Advisor & Co NOMAD on AIM in London come out too well in this either.
PS Is Philip considering too taking his £800k redundancy payment & picking up his new TBN c