Member Info for Doc.Daneeka

The train coasts gently and silently to a halt. Miles from the station - driverless for the last long miles and empty of passengers. A journey begun in hope in the dark days of the covid winter, ending here on this end of winter day. Spring is in the air. A fifth spring since this all began, and with it the promise of summer and long quiet days by the river.

Anger is gone - bitterness and regret gone. We played with something most of us didn't understand. Invested some of us for the first time in a drug that offered hope in those very grim days. Don't forget that.

Covid already feels like a fever dream, it's truth denied with every passing day in this horrible world of fakery and deception, as the hard learned lessons are unlearned. But it was once a very real nightmare. Millions died. Millions more are still still crippled by it, including my wife's best frend who was ventilated for 5 months after bringing it home from Milan in the very first wave, and somehow survived.

SNG001 offered hope that first summer but failed the test of efficacy as so many other drugs did. Perhaps we should have known that the company's long history told the true story of the potency it offered - but we were ignorant and hopeful and blinded by that first trial.

I hope we all made it through to this winter's end, to hear the whistle sound in the silence, and raise a glass of wine for the last time.

For anyone still out there, and not on the company's mailing list. Synairgen's announcement of a bi-annual auction to allow shares to be traded. First window opening in September.

https://www.synairgen.com/media/shares-admitted-to-trading-on-asset-match

It's been a blast boys and girls. Holding for almost 5 years - no regrets for supporting what felt like a really important Brititsh drug at a time of global emergency. Should have hedged before the February 22 meltdown of course - but in truth i was buying more as that deadline approached. My one and only share at the time and a very hard lesson learned.

I've really enjoyed the discussion over the years though - a lot of good humour and fun in 20 and 21, with some amazing people, and then a lot of rancour and bitterness after the fall. The men who pushed this did so because they believed in the drug but in relentlessly supporting the company and its pathetic leader, they did this bb no favours.

My one great happiness is that staying so informed about SNG and the world of Covid therapeutics, I was able to help my 90 year old mum get Paxlovid when she caught c19 in the immediate aftermath of cancer chemo. And then help a pal's mum in Ireland do the same. Who knows how they'd have done without it - but both were very vulnerable and it might have made the difference. Without this investment i'd have known nothing of the drug ( which of course was disparaged on this forum by the usual suspects )

If SNG somehow makes it through to any kind of approval down the road, those of us who bought shares in the placing and supported the company throughout its long journey - can feel rightly proud. If that moment comes I'll open a decent bottle and raise a glass to everyone on here who contributed.

Toodaloo Doc

LOL haha If you contributed to any of the questioning at the AGM or the letter delivered to SYN ( on which some of that questioning was based) then congrats. There were 100 of you so it was a a decent group effort. You haven't shared it here, which is fine. Hopefully you sent it to the FSA.

If you think any of it amounts to a hill of beans however, and STILL think TFG/Synairgen will let you keep your shares until the trial completes you're an even bigger idiot than LOL would suggest

Bit spicy hallabaloo. You can read I suppose........ that's what I've been doing

Thanks again Jint. Really pleased at the robust questioning. Now we need to ask if the 100 club plans to submit a formal complaint to the FSA. Just one week till lights out.

"Personally I'd keep them. My reasoning being that £50 is nothing and if Synairgen do ever get their drug to market (massive IF) or get taken over by a big pharma for a £1bn or so (big IF) then you might net a few grand to have a nice holiday on at least."

Gold5 - This advice of course presumes that TFG don't complete the takeover and compulsorily buy the remaining shares long before the trial completes, and probably before it starts. I'm staying in on the off-chance but I know we'll be bought for 2p max ( and probably much less ) long before long before anything significant happens to the sp. The idea that TFG have risked an extra £18m to give away 13% of the profit is ridiculous. And if uyyou say - they'll act honorably, I say look at ther recent behaviour.

And do NOT be tempted to buy more before April 8th. Traders will be telling you it's a good short term bet before it goes dark, but do not heed the siren voices.

1.Post-Delisting Protections for Investors

Synairgen has stated that protections for investors post-fundraise and delisting come from Chapter 3, Part 28 of the Companies Act 2006 and the Takeover Code, lasting for two years post-delisting. However, this protection is only valid until TFG reaches 90% ownership and can trigger a compulsory acquisition (squeeze-out).

Key Protections Before TFG Hits 90%:

The Takeover Code applies to Synairgen for two years post-delisting, meaning any acquisition of shares must follow fair and transparent rules.

Minority shareholders cannot be forced to sell unless TFG crosses the 90% ownership threshold.

Shareholders still have legal protections under Section 994 of the Companies Act 2006 (unfair prejudice claims).

What Happens When TFG Reaches 90%?

Once TFG owns 90% of shares, it can compulsorily acquire the remaining shares under Section 979 of the Companies Act 2006.

At this point, protections under the Takeover Code become irrelevant, as the squeeze-out process overrides minority shareholder objections.

The two-year guarantee no longer applies—TFG would have complete control of Synairgen.

2. Conditions Affecting TFG’s Offer to Shareholders (If They Seek Full Ownership)

If TFG decides to acquire the remaining 13% of shares, it has a few options, each with specific conditions:

Option 1: Formal Takeover Offer

TFG can make a voluntary offer to all remaining shareholders.

This offer must be made at a "fair and reasonable" price but does not need to be based on a historical average price.

If 90% acceptance is achieved, TFG can invoke compulsory acquisition rights and force the remaining 10% to sell.

Option 2: Scheme of Arrangement (Requires Court & Shareholder Approval)

Instead of a direct takeover, Synairgen itself could propose a scheme of arrangement under Part 26 of the Companies Act 2006.

Requires 75% approval by value and a majority in number of voting shareholders, plus court approval.

If approved, it forces all shareholders to sell at the agreed price.

Option 3: Gradual Share Purchases & Post-Delisting Buyout

TFG could buy shares privately from remaining shareholders to reach 90% over time.

Post-delisting, liquidity will be low, pressuring investors to sell at a discount.

Once TFG hits 90% ownership, they can enforce a compulsory acquisition.

Conclusion:

The two-year post-delisting protection only holds until TFG reaches 90% ownership. After that, it can force all remaining shareholders to sell.

TFG's offer price doesn’t need to match a historical average—it only needs to be the same price as their most recent acquisition offer.

Minority shareholders have some bargaining power before TFG crosses 90%, but post-delisting, they may struggle to exit at a favourable price.

Excellent Jint. Putting this in a different thread to protect your GM thread and related comments...

The only point of relevance in all this, is the company's assserion that "Protection for investors post raise and de-listing is Chapter 3 part28 Companies Act 2006, take over code in place for 2years post de-listing. " as it addresses the fundamental issue about what happens to our shares after April 8th, and whether we are protected

Hopefully this will be explored in more detail in Jint's Q&A summary - but continuing my conversation with Chatgpt - here are its initial responses about the law and our particular situation.

Well done Jint. Look forward to reading it, as ever.

Resolution 1. Votes in Favour 971,357,281 (98.59%) Votes against 13,915,304 (1.41%)

Resolution 2. Votes in Favour 961,295,154 (97.57%) Votes against 23,977,573 (2.43%)

Like those old 70s Trade union votes on strike action - a sea of hands raised against but one hand holding up a piece of paper with the number 960 million written on it. Motion passed comrade.

10m difference between Res 1 and 2, which is mildly interesting and also baffling, in an academic way. Did anyone go ?

Size82 one might have said he was acting in good faith in offering existing pis the chance to participate in the new funding offer, but we know he set a target that was well beyond his estimate of pi interest. So he set that OO up intending for it to fail. TFG's front man or useful idiot as others have called him.

Good faith would have been to set a reachable target or to accept the £2.3m which would have headed off delisiting for now at least.

As soon as they ran out of money to conduct the next trial they were always going to give away the whole company to keep the lights on. The deliberate deceit about "partners" and "interested pharmas" was pumped on here to con the last few into quiessence until the dirty deal was done.

The resoutions to make the delisting happen will be the penultimate betrayal of long term holders, with the last act, when TFG acquires the last few shares for peanuts, taking place in the delist darkness. RM might remain bolted to his seat until that moment - or he might be dumped as soon as they leave AIM.

I also asked Chatgpt about any rules governing a fair price once the company delists, and will post that before April 8th.

Suffice to say that my hope that they might have to pay a one year average "fair price " is for the birds.

2of 2 Legal Considerations and Potential Breach of AIM Rules:

The discrepancy between the two RNS announcements raises potential concerns regarding Synairgen's compliance with its legal responsibilities under AIM Rule 10 (Principles of Disclosure) and AIM Rule 11 (Disclosure of Price-Sensitive Information).

Misleading or Incomplete Information (AIM Rule 10):

If the December 20, 2024 RNS implied that the fundraising would support the entire Phase 2 trial, but in reality, this was conditional on raising an additional £1 million, the initial disclosure could be seen as potentially misleading.

Failure to adequately emphasize the conditionality may suggest a lack of accuracy and completeness in the information provided.

Timeliness of Clarification (AIM Rule 11):

The January 15, 2025 RNS provided clarification once it was evident that the additional funding had not been raised. The key question is whether this clarification came too late, or whether the company should have been clearer in its initial disclosure.

Materiality of the Discrepancy:

The distinction between funding the full trial vs. funding up to the Interim Analysis is material, as it alters the investment risk profile.

Investors may argue that had they known this distinction earlier, it could have affected their decision to participate in the fundraising.

Conclusion:

Is this likely to constitute a breach?

Possibly. If the December 20, 2024 RNS implicitly suggested full trial funding without clearly emphasizing the conditional nature of the full funding, this could risk non-compliance with AIM disclosure rules.

However, the prompt clarification on January 15, 2025, might mitigate this if AIM regulators view it as a timely correction rather than a misleading initial statement.

Would this justify regulatory action?

Not necessarily. AIM regulators often consider factors such as intent, materiality, market impact, and the timing of corrections. If Synairgen is found to have acted in good faith with minimal market impact, formal sanctions may be unlikely.

1 of 2. Summary of Material Discrepancy in Synairgen RNS Announcements

Upon reviewing Synairgen's Regulatory News Service (RNS) announcements from December 20, 2024, and January 15, 2025, a material discrepancy has been identified regarding the scope of funding for the company's Phase 2 INVENT clinical trial of SNG001.

Key Discrepancy:

December 20, 2024 RNS: The company proposed raising between £18 million and £19 million, with a structure including a subscription agreement with TFG Asset Management UK LLP and an additional Open Offer. This announcement suggested that the total funds raised would support the full Phase 2 INVENT trial.

January 15, 2025 RNS: After it became clear that only the £18 million from TFG Asset Management was secured (as the additional Open Offer did not meet the Minimum Fundraising Condition), the company clarified that the funds would only support the trial up to the Interim Analysis, not the full trial.

Importance of the Discrepancy:

1. Investor Expectations: The initial suggestion that the funding would support the full trial may have influenced investment decisions. Investors who participated in or considered the Open Offer could have believed they were contributing to a fully funded trial.

2Financial Risk: By January 15, 2025, it became evident that further funding would be needed after the Interim Analysis to complete the trial. This introduces uncertainty regarding potential future dilution or the company’s ability to secure additional capital.

3. Market Impact: Any perceived shift in financial security or the need for subsequent fundraising could affect market confidence and share price performance.

This is a long post. Ignore it, if it's not of interest. I've taken the investigations I and others made into this matter and asked Chatgpt for an opinion - whiich it has generated in the form of a summary. I did not feed in the Proactive interview with RM, as that does not constitute an official company communique.

If anyone wants to feed in any of the other material " evidence" I can do that too.

entirely behnd this idea but it needs to be done before the egm. sending the letter of complain to the fca and reading it out at the egm. from as many of us as possible

we can do this, alongside the strong vote against the 2 motions as proposed by hullabaloo. if we wait until after the company passes the resolutions there will be no impact.

hullabaloo's first long email explained the charges quite well - but imo without anything substantive to really catch the fca's attention. i posted about the incorrect information in the dec 20th rns - which stated that the oo was to fund the entirety of the p2. this was amended by the january reults of the placing rns. but it was a glaring error amd could have made people reluctant to support the fundraise.

the other huge issue is that they asked for funding - and achieved £1.5m more than they had estimated, as rm confessed - but still weren't prepared to honour the spirit of the offer. we know rm miscalculated hugely ( and his error almost cost tfg the swift and painless takeover and delisting they were looking for ) no surprise to us that he ****ed it up of course, but a company with a genuine intention of allowing shareholderes to participate in the funding of it last shot - should have spent time considering the huge amount of interest and finding ways to allow those loyal pis to participate. but it was a put-up job of course. £2.9m was deliberately set as the very high bar that rm assured his puppet masters, pis would never be able to achieve. add to this the insulting answer he gave to the question about honouring the 2p offer - when he said tfg were sensitive to the possibility of dilution. ! again - no idea if this amounts just to dishonourable conduct - or wheter there's malfeasance in it.

would also be good if someone could tally the costs of staff salaries and complete lack of effort to reduce costs long after it became clear that the company could not proceed or achieve what it promised it was still able to do as recently as september 24.

so hatter - mani - hulla - flesh out any more substantive points you have and post them here. the sng.sm goup can write the letter and put it to its own members, and then bring it back here for us to addd our names to. if it comes from them they already have a solid base of verifiable members whose names can be attached.

i'll flesh out and repost details of the fundamental inconsistencies between the december and january rnses in terms of the offer, and if anyone else has any specific thoughts they should try to submit them over the weekend.

still pi.sing in the wind - but a formal letter of complaint sent to the fca and announced at the agm - before synairgen disappears into the mist, must be better than just voting against their resolutions. they'll most likely delist as soon as possible after the egm and anything we attempt in the darkness will be futile.

Jonny - morning, and yes holding till the end in the small hope that they have to buy us out for more than a penny. I'm assuming they still need to apply the 1 year average in a compulsory purchase, but this could be wrong. We've been at 2p since December but the average for the year to date must still be circa 4p. It's not much of an ambition I admit . TFG will have set a price point to harvest the remaining shares. Probably .5 or 1p. Obviously we should all have jumped ship after the AGM, but we kept a small delusional hope that all would come good.

Hullaballoola. There is no tent. There is wind - and you're pi.ssing into it.

This is already a done deal - as we all know, but if you want to do something positive, draft a letter of formal complaint, listing the inconsistencies in Synairgen's public announcements. Use Mani's example. Use all the details I posted relating to the incorrect description of the fundraise in the December RNS - and the dishonourable way they refused to issue £2.3m shares to pis to stop delisting. Ask pis or those in your group to submit anything that ressembles a smoking gun - as these first examples do not. When you have it, bring it back here and we'll see what it looks like, and add our names.

But you won't do this. You'll sit there discussing whether to take your profits after the interim analysis, or wait for the full results. And drafting a strong letter of cocern to the board, to be read out at the last ever vote.

Lights's go out on April 9th. Those who keep their shares beyond D-Day will be removed long before the trial completes - probably long before it starts, for the minimum FSG can pay. Between those dates FG will not engage in meaningful dialogue with any shareholder except TFG. And RM will be gone. The idea that this is still a long hold - a will-able certificate of future riches as described recently, is for the birds.

Something fishy in our pal sushi's claims. unless he can explain the logic of the 85p sale. The share price hasn't touched that since November/Dec 2020 when there was a short term vaccines dip. Indeed, that's the only time you could ever sell at that price. If you bought in before Magic Monday you blew all the profit you could have realised in the months after, and if you bought in after Manic Monday you've lost even more. Completely unbelievabe if anyone looks at the chart, unless it was a forced sale to fund his raw fish habit.

Hahah Oakleaf 72. I've been exposing the company and its shills for years. The share is where they put it.