Member Info for DRB83

BH, Ah, some people have written entire text books on reverse mergers and takeovers and you think my posting was giving you an entire summary in one tiny paragraph.

It was an extract to prove a point which you clearly missed.

Oh and your communication with me has been exemplary. Not! Very hypocritical to call someone out for being rude to you.

Byp, I'll go with your salaries as mine were just rough calcs. The £150k LTIP is related to 2021 so it must be the previous LTIP as the current one runs 2022-24.

£150k? Not bad considering in 2021 the SP went from £9 to £3.50 and revenue shrunk from £280m to £95m setting us up for £25m in 2022.

I would say JM really earned is £150k LTIP. Are they taking the p I s s out of us or what?

I presume Wilson that pre Oct 18th JM was not a director and therefore his salary details didn't have to be disclosed. The £73k will be Jm's salary from Oct 18th to Dec 31st. 2.5 months so annualised is £350k. DA on around £400k. Add on top of that a nice £200k signing on fee for DA and a nice £150k LTIP bonus for JM and any other bonuses they may have thrown at them and you can start to see why they need a payrise for overseeing a 70% fall in SP. It hurts to see it.

JDW value their pubs based on future cash flow. This calculation would have significantly reduced over the last couple of years. I wouldn't pin too much upside on the property portfolio. If JDW can't make a pub profitable with such low prices then who can. Therefore, if JDW decided to sell who would buy it. It's a little different to selling a house. A pub, old converted church is very purpose built and should JDW be left in a position to sell assets quickly then any upside will be significantly and very quickly eroded. Not many people/companies will be looking to buy furnished pubs anytime soon.

Kerching, my point is the property is all paid for with borrowed money. Spoons were playing a dangerous game being so highly leveraged. The pandemic and war has really shot them in the foot.

A lot cheaper to buy some bottles from Tesco and invite a couple of friends round with a takeaway. We have to pay those energy bills and mortgages. That's the priority.

BH, that was my point. Dev aquiring a private company yet FCA calling it a reverse takeover.

I made the point purely because you are hanging all of your theory on a reverse takeover can only mean a private company buying a listed company. The Dev Clever example shows that is not the case therefore your theory has fallen apart. There are many more examples available.

The AIM document also refers to it as Novacyt acquiring Lab21. Why do you dismiss this? Can you explain why they would term it as Novacyt acquires Lab21?

At fair value 2.7p it's cost UFO about £9m for 39% of Han****. That's 39% of $50m annual profits.

So £9m for £16m annual profit. Payback of less than 7 months and that's using the fair value SP of 2.7p. Then throw in 39% of Brockman for free.

Prior to the announcement there was significant concern around 90% Hammersley. Now we have an option that is all in our hands. No way UFO holders will decline the share issue. Let's get it over the line asap.

BH, bb's are all about sharing research and knowledge so just wanted to share something regarding Dev Clever who recently purchased Veative. Dev Clever are listed and the acquired company Veative is private yet the FCA deemed it a reverse takeover despite Dev being the acquirer. Basically, same transaction as Novacyt and Lab21. Below is extract from Dev RNS:

The Company immediately began working with its professional advisers towards the publication of the prospectus to enable transaction iii) to complete. During this process, the FCA indicated to the Company that it considered that the completion of transactions i) and ii) on 12 April 2021 constituted a reverse takeover under Listing Rule 5.6.4.

The RNS is date 19th July 2022. Take a look and see what you think.

Check out the definition of a reverse takeover according to the FCA. Reverse doesn't just mean a private company buying a listed company.

This would help explain why the AIM submission document referred to the Lab21 deal as Novacyt acquiring Lab21 through a reverse merger.

Kerching, irrelevant point really. I'm sure Cineworlds property portfolio is worth more than their mcap. A quite important factor you missed is the debt. It's a crippler.

Wilson, it doesn't matter if Lab21 had 1 shareholder who got all 46%. Yes it would give them significant influence but not overall control. Lab21 probably had several investors with the biggest probably getting 10% of Novacyt. No where near enough for control.

We all wait weeks/months for rns's. We wait 6-12 months for the accounts yet when they finally arrive BH completely disregards what's in them. Instead he waits for the article from small time Marcel. Bizarre really.

This all comes from the guy that will try to convince you that Microgen is just being rebranded and they'll be no redundancies and the £500k restructuring costs is because we now have to employ several more accountants so Microgen can meet the new set of regulations of being a public company. Whaaaaat.

BH, I'll stick with the RNS system, the annual accounts and the AIM submission document. You can stick with Michel if you prefer. Stop hogging the board posting the only article that you can find that incorrectly supports your warped theory. Shall we now move on.

Huey, why is it relevant to Lab21 being discontinued?

Let's hope they don't need a 2nd advance from the loan facility. We made a loss of £2.5m but that includes non cash items of £2.5m in share based payments and £800k in amortization and depreciation. From a cash flow perspective our operations are generating cash should we have robust working capital management.

The accounts are almost a year out of date so we don't know what the cash and sales look like today which is frustrating but hopefully we can at least sustain the £7m revenue at the high gross margins and then the $5m advance can be used to grow the business to be profit making. We still have plenty of warrants that can be exercised to provide more funds should the SP perform accordingly.

Admin costs seem reasonable and with high gross margins we don't need many contracts to become profitable.

Time will tell but we need sales news.

Not sure if there is still time left but the strike action may just push both DHSC and NCYT to settle out of court.

Huey, all you've got is Michel. I'm not the only one saying his terminology is wrong. Graham Mullis is, Novacyt are in their rns's, Novacyt are in their annual accounts, Novacyt are in their AIM submission document that you kindly posted. Numerous investor articles are. It's not just me. I personally don't know why he termed it incorrectly like that. You'd have to ask him.

I see you're struggling to move on from this and keep ignoring my question of why it is relevant today. After all, the debate started with Lab21 being discontinued.

Yes livestock. You keep reminding us every other day.

Huey, firstly they term it a reverse merger and secondly almost all mergers need an acquirer. In this instance it is Novacyt.

"Accordingly, Lab21 was acquired"

In what realm do those 4 words mean that Lab21 acquired Novacyt. It couldn't be any clearer. The 'reverse' is referring to the fact that this deal was bringing a private company onto the market. The 'merger' element refers to the deal being between 2 similar sized organisations (Novacyt 54%, Lab21 46%). It is not 50/50 therefore someone has to be the acquirer.

What I don't understand is why you ignore the wording in all the official documents such as the annual accounts, rns's Aim submission docs and focus on one headline by some little French company. Surely in all your research you must have found loads of evidence that says Novacyt acquired Lab21, yet you choose to ignore it. Why?

Why would they term in 'Novacyt acquired Lab21' if the opposite happened.

You don't need to answer to me. Just answer those questions yourself. I'm comfortable with my understanding of the transaction. Let's agree to disagree.

Why is this important to you now. What has this got to do with the discontinuation of Lab21? Or are you thinking Lab21 can't be discontinued because it's the parent company?

Ah, year of the ltip. Should be an interesting year.

Extract from the AIM submission document you posted:

In July 2014, Lab21 became part of the Group via a reverse merger with Novacyt.
The combination of Novacyt, Lab21 and Primerdesign
During 2014, Lab21 saw the opportunity to merge with a publicly listed, high technology diagnostics
business, which also provided it with access to new proprietary products and new sources of
capital. Accordingly, Lab21 was acquired by the French listed company, Novacyt, with the
combined business being owned 54 per cent. by Novacyt shareholders and 46 per cent. by the
Lab21 shareholders after the transaction. The management of Lab21 was appointed to run the
combined business and the Board was restructured to reflect a largely UK domiciled business.
Following the successful integration of Lab21 with Novacyt, the Group focused on its next
acquisition target in the molecular diagnostics market. In May 2016, Primerdesign, another UK
based business was acquired, the key attractions included a strong position as a rapid developer
and manufacturer of molecular diagnostics (especially in niche markets) and its strong financial
performance. For further information about the acquisition of Primerdesign, please see paragraph 5
of this Part 1 (Information about the Group) of this document.

It's pretty clear but I'll tell you what, let's agree to disagree. You believe Michel's article that Lab21 acquired Novacyt and I'll believe all the other evidence that states Novacyt acquired Lab21.

Remind me why it matters now?