PANR - JofHoggit3 May 2021 14:02
This whole matter is a firestorm created to confuse and concern, using very selective extracts from formal documents at the time of the Pantheon/Great Bear deal in January 2019. I refer to the RNS dated 21 December 2018 which JofH kindly links us to in his 08.37 post below. The RNS goes on 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 a great deal more 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 hold no voting rights.
The structure of the deal provides 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. JofH makes a big play on the 30% but it is no different a position than any other company would be in under the City Code.
Additionally, in regard to the 'B ' Shares, these can be converted to Ordinary Shares by agreement with the company and so, as JofH would have us believe, they could theoretically convert sufficient 'B' Shares to increase their Ordinary Shareholding to in excess of 30% thus triggering an offer. However, what he doesn't tell us that there is a protective condition which will instantly cause a conversion notice to be revoked should that notice potentially result in the 'in concert' holding being in excess of 30%.
Should we be worried in any event? Not really as, in any event, Ordinary Shareholders have the right to reject any offer. At that point the 'concert' will hold less than 30% and so the balance of Ordinary Shareholders will still be in the majority.
JofH tries to make the point that GB and/or Farallon can exert control or influence the decision-making and strategic direction of the Company, and the RNS does allude to this, but again he neglects one significant fact and that is that The Relationship Agreement requires GB, Farallon and their affiliates (I assume this means the wider 'concert') to ensure that Group is managed for the benefit of the Shareholders and business of the Group, not solely for the benefit of GB, Farallon or affiliates.
Finally, as Scot points out, there were two 12 month Lock-Out periods, the second of which expired in January 2021 and therefore the 'concert' are now free to dispose of their shares in the market as they see fit. JofH is keen to tell us that there have been TR1 notices issued which suggest that shares have been sold and holdings have reduced. This is nothing more than the deal provides for now that the Lock Out periods have expired and is counter-intuitive when expressing concerns about over holdings, Mandatory Offers and controls.
Hope this helps.
cb