Member Info for DRB83

Yayay. Yes I understand it can be demoralising at times but we are now only weeks away from contracts being signed. Bill by his own admission is a geologist not so much a business man. Rod has been brought in to spread the word about UFO and get II's and funding in place. If he's as good as I hope he is then once the II's come on board the sheer increase in volume will send this share rocketing.

I'm guessing II's are possibly waiting in the mining lease. Not sure what the risks are of this not being approved. The heritage agreement may be one but iron ore is what the Aus do so I can't see it being a great risk. The mining lease may just be the key that unlocks the II's which unlocks the potential of a rerate.

Exciting news flow to come if you can afford to wait.

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This launched in June. Or did it? Have we put any weight behind it. I remember a saliva LFT was going to be game changing, even with testing requirements rapidly declining. We all want a box of tests in the cupboard just in case. I'd prefer a saliva test to an invasive throat and nose swab. Yet, I've seen absolutely nothing come of it. Europe is our biggest market, the test is CE marked yet only a downward revision in forecast sales.

I believe DA's model was to be customer driven. Focus on what customers want and need rather than pushing out what we think is needed. So where are the customers then.

The silence is deafening.

No CE mark on the MPX assay. Have we any intention? Don't know.
What's the status with the dispute? Don't know
We're 2 months into H2 and we've had no upward revision to the £9m revenue forecast so I'm assuming we're still only on track.
What are we doing with the £1.50/share cash balance that we've held for almost 2 years? M&A, share buyback, spec Div. Don't know.
Why haven't we found a suitable candidate for M&A yet? It's been over 2 years since the last one. Don't know.

Is there anything else we don't know

Imo if the market knew something you would see a sudden drop but the fact this drop has been small bite size daily drops suggests to me that the market knows nothing. That's the problem, we know nothing.

Only if you need the money now. You have to appreciate what is just around the corner. I'm assuming you're just looking backwards and seeing the drop in SP. That's only half of the story..

Yes that's why I'm still on the side of Novacyt acquired Lab21. Lab21 was incorporated into Novacyts accounts. The terminology and accounting treatment being used contradict it being a reverse merger. I genuinely believe the reverse merger label has come from the FCA a few years later.

I think the FCA have confused matters by declaring it a reverse merger which they seem to have done because Novacyt was going to effectively double in size, go into different product markets and have several changes at board level. To the FCA, those were significant enough to label it a reverse merger.

Outside of that label, to me everything else points to a simple share acquisition of Lab21 by Novacyt with the bod change being part of the terms. The legal company stays the same, the accounts stay Novacyt, the shares stay Novacyt, the name stays Novacyt. Lab21 become a 100% owned sub, so they still exist and all their contracts etc are still valid and they still produce statutory accounts as if nothing has changed for them other than they are now owned by a parent. The Novacyt accountants will be responsible for consolidated the group accounts.

That to me makes the most sense but I'm happy to agree to disagree if you are.

BH, I don't actually believe it was a reverse merger in the traditional sense. The only place I have seen 'reverse merger' mentioned is in the FCA approved AIM submission document. The FCA has a very different definition of what a 'reverse merger' is. Extract below:

Definitions
LR 5.6.4R29/07/2016
RP
A reverse takeover is a transaction, whether effected by way of a direct acquisition by the issuer or a subsidiary, an acquisition by a new holding company of the issuer or otherwise, of a business, a company or assets:

(1) where any percentage ratio is 100% or more; or
(2) which in substance results in a fundamental change in the business or in a change in board or voting control of the issuer.

I believe the stock for stock deal with Lab21 would have certainly ticked box 2 therefore falling under a reverse merger.

That is the only explanation I have because if it was a traditional reverse merger then Lab21 would be the acquirer and Lab21 financial accounts would have been the leading set of accounts (according to your link), but this is not the case as it is Novacyt accounts that remained the leading set.

All the documents I have read is that Novacyt acquired Lab21 which suggests it wouldn't be a traditional reverse merger.

It certainly is clear as mud in fairness.

Amers, in all fairness I've learned more about my investment in this thread than I have in all other threads for the last 4 weeks put together. No disrespect to anyone intended but ncyt aren't exactly forth coming with news these days.

Kaeren, head in hands emoji.

I missed off that none of the 3 points are conclusive. A bit like only having circumstantial evidence in a court case.

The transaction details give you everything you need to know. From the accounts 2015:

8.1 CHANGES IN SHARE CAPITAL
As of 31 December 2015, Novacyt’s capital consisted of 7,189,213 shares with a par value of
1/15th of a euro each, i.e. share capital of €479,280.
The most recent transactions on share capital can be summarised as follows:
- The General Meeting of 13 June 2014 approved the contribution to Novacyt of 100% of the
shares of British company Lab21 Ltd paid for exclusively by Novacyt securities. The Lab21
Ltd shares were contributed at a value of €18,846,745.90. The contribution resulted in a
capital increase of €168,203.93 and a contribution premium of €18,678,550.97

BH, the term reverse merger doesn't mean Lab21 acquired Novacyt. You use it as if it proves your point.

Your argument is:

1. GM became CEO
2. The AIM submission document states 'reverse merger'
3. Michel says so.

This is everything you have yes.

Each one could definitely be an indicator for Lab21 buying Novacyt but when you dig deeper the evidence shows Novacyt acquired Lab21.

This thread has all the evidence laid out within it. All the research has been done and posted yet you still see those 3 points above as being fundamental to the point where nothing else matters.

You have to be dynamic and willing to change your mind when presented with strong evidence. You'd be a terrible juror.

BH, I will confess that I initially also thought reverse mergers/takeovers solely meant a private company buying into the market but when you showed me the AIM submission document I just had to investigate. Now my research has lead me to understand that reverse mergers are way more complex than I assumed and it helped me to understand the transaction between Novacyt and Lab21.

If I found genuine evidence to support your theory then I would consider it and research it but everything I have found supports Novacyt being the acquirer (except Marcel). Maybe you will do the same and we can move on.

With regards to your new found most trusted man in investing idol Marcel, well he's just wrong. Sorry. Mergers usually require only one acquirer. They can't both have acquired each other.

Obviously, if Lab21 had acquired Novacyt then you'll be able to provide evidence of the consideration that Lab21 paid.

I mean, it's clear for all to see what Novacyt paid yet you disregard this.

BH

A post of yours earlier in this thread:

"Novacyt has a successful track record of undertaking acquisitions, including that of Lab21 (through
a reverse merger) in July 2014 ....."

that's their admission doc for an AIM listing, page 13 (unlucky for some)

So despite it referring to the deal as a Novacyt acquisition you picked up on the reverse merger comment and assumed that must mean Lab21 acquired Novacyt. I'm assuming that's what you meant by "unlucky for some" as if the term "reverse merger" somehow settled our debate in your favour.

I have since proven that your simple understanding around reverse mergers is wrong.

I don't really have time to keep reminding you of what you have posted.

What kind of deal are people looking for?

If Rod has been brought in to commercialise the company and bring onboard institutional investors then he's going to have to put his money where his mouth is as an endorsement to UFO.

So we can expect, in the coming weeks:

Director buys
TR1's
Funding/offtake agreements
Mining lease approval
Expansion and upgrade of Han**** resources
Update to scoping study
Supplier tenders being agreed
Company project review and update from Rod
Approval of and the exercise of the Windfield option

The majority of which would be a significant re-rate from here.

That's a lot of news flow to come in coming weeks. Holders have got to be excited.

Thanks Max,

Bill highlighted that by owning 90% of the project we can speed up discussions with off take partners, funders etc as we wouldn't need to run through the detail with Windfield and it also simplifies the project structure which partners will prefer.

We are almost in September which is the last month of the quarter where Bill was aiming to get the offtakes and funding wrapped up.

I'm thinking the only thing holding this option exercise back right now is the LSE. I believe UFO will want this to be sorted yesterday so they can crack on and start crossing the t's and dotting the I's with the funding. September is set to be a busy month imo.

That's what I was thinking. So are we expecting a EGM then?

Just to be clear. Who are we awaiting approval from?

Such exercise is conditional on Alien receiving approval to issue the consideration shares and the parties entering into a deed of assignment and assumption in relation to the Han**** project native title Heritage Agreement.

Byp, it was in lieu of the LTIP so I'm assuming the bod felt sorry for JM because he was CFO from Jan yet Dyer was getting all the money so the remuneration committee must have thought "let's just give JM £150k of the shareholders money because £350k salary just isn't enough for him to live on"