RE: Farallon Holdings27 Oct 2021 12:21
GS
The details of the Pantheon/ Great Bear deal were published in the RNS dated 21 December 2018. The RNS goes to over 40 pages and the description of the deal structure is very lengthy indeed, but I refer you to the section headed 'IMPLICATIONS OF THE PROPOSALS UNDER THE CITY CODE', which provides practical context in terms of what can and what cannot happen.
The consideration payable to GB was part cash, part Ordinary Shares and part 'B' shares. The latter held no voting rights.
The structure of the deal provided that GB and the others acting 'in concert', including Farallon and certain named individuals, including Rosenthal, will hold less than 30% of the Ordinary shares, the trigger point for a Mandatory Offer and also the level at which, under the City Code, a general offer is normally required.
Additionally, in regard to the 'B ' Shares, these can be converted to Ordinary Shares by agreement with the company, however, a protection mechanism was included in the deal such that non-voting shares could not be converted in quantities which would push the 'concert' holding above 30%, thus triggering an offer situation.
The missing element, as we all now appear to acknowledge, is the detail of the commercial arrangement as between Farallon and GB in relation to the repayment structure on the debt owed by GB to Farallon, the amount of shares owned by Farallon and the number of shares it will take to pay off the debt and servicing costs. The latter clearly varies with the value of the SP.
What appears to have happened is that sufficient numbers of shares have been sold to allow the conversion of the non-voting shares to voting shares, whilst not tipping over the 30% limit and that sales have continued such that the amount owned by the 'concert' currently stands at 16.99%, as per the RNS dated 22 October 2021. We still do not know how many shares are held by Farallon, but it is safe to assume that it is less that 16.99%, given that they are a part of this 'concert' ownership under CHONS.
What we do know is that huge numbers of shares have been sold under this arrangement, as can be seen from the RNSs and the dwindling 'concert' share ownership and this will almost certainly have had a negative impact on the SP. Hopefully, the debt is close to being paid.