The latest Investing Matters Podcast episode featuring financial educator and author Jared Dillian has been released. Listen here.
It is now !
It’s all a bit quiet considering the PUSU deadline for DBAY and Lanotronix potential offers are both 5pm today.
Since there’s been no 7am announcement are we expecting extensions of deadlines or dropouts later today?
Exactly!
On 01/10 RNS “Total Voting Rights” - shares in issue at that date 622,316,575
On 13/10 RNS “Rule 2.9 Announcement” - shares in issue 622,824,059
Just mundane routine technical announcement. Nothing should be read into it.
Because they are in an offer period and people are required to report the %s they hold over certain thresholds or report any trading if they hold over 1% then the AA needs to announce if the number of shares in issue changes as it can affect the % calculation.
Nothing more.
Are you talking about the Rule 2.9 announcement?
You’re right that if they go over 30% they have to make a mandatory offer, but they are not allowed to go over 30% until 28th November - 6 months after they made a “no intention to bid” statement on 28th May. It’s in the Takeover Code.
They can make an offer for GMS before that with Board approval (seems highly unlikely as they are not exactly on speaking terms!), or if a 3rd party makes a bid (which also seems unlikely at the moment!)
Just seen this on the SeaFox website
Statement re Gulf Marine Services PLC (“GMS”) – Director Resignations
Seafox International Limited (“Seafox”) notes the 7th October 2020 resignations of Mr Hassan Heikal and Mr Hesham Halbouny (the “Seafox Nominee Directors”) from the board of GMS with immediate effect.
Seafox notes the reasons for resignation as follows; the other GMS board members without the presence of the Seafox Nominee Directors decided to halt the capital increase process with the pretext that Seafox's requisition to remove certain directors and to add Arab board members with serious experience is disrupting the process. This is despite the fact that the overwhelming number of vessels, assets, clients, contracts, personnel locations, banks and debtors reside in the Gulf. So far as Seafox are aware, shareholders predominantly from the GCC region and representing a significant majority of GMS capital were not consulted, nor had the opportunity to advise, as to whether the Seafox proposed requisition is conducive or not to a capital increase or a rights issue.
In this context, Seafox believe that the GMS board decision, without the Seafox Nominee Directors presence or invitation, to abort the capital increase process is alarming. The GMS board made an announcement as early as March 2020 of an in principle understanding that the company will need a capital increase of $ 75m. We don’t know what has happened since but Seafox are not aware of any firm underwriting from any shareholder nor the placement banks. Seafox believe the GMS board that approved a bank amend and extend deal that commits the shareholders to issue either shares worth $75m or warrants, that did not have any firm commitment prior to signing the bank deal, that didn’t pre-approve it through a general meeting, scrambled a few months later to try to start a capital process then decided, abruptly, without Seafox Nominee Directors being present, to stop the process without appropriate consultation.
We further note that today, 7th October 2020, Seafox have sent a further requisition of General Meeting to GMS requesting the re-appointment of Mr Hassan Heikal in the context of the prior requisition request dated 22nd September 2020 and if successful Seafox look forward to a new GMS Board with a fresh outlook, including replacement independent Directors with significant industry and regional experience.
Well, I didn’t see that one coming!
Really not sure what to expect next. GMS has until Tuesday (13th) to issue the notice of the GM which SeaFox has called.
They said there would be further info released after the initial ping-pong of letters, but nothing yet.
Standby for a flurry of RNS from both sides over the next few days I reckon!
I guess it’s more complicated putting a bid together as a consortium rather than solo.
Since the consortium only reshuffled last week, apparently, then I guess they have quite a lot to sort out between them about how to divide the pie up. And any decisions need to be negotiated and agreed by two sets of management as well as with the AA.
I originally expected a bid to be announced today, with the results. I suspect the delay is purely down to the consortium organising itself internally. I would certainly hope to see a bid within a week now.
I imagine that the reason why the other two left the process last week was because there has been a bidding process behind the scenes and they were the low bidders and therefore eliminated. Hopefully the terms of the deal as far as the AA is concerned are sorted by now, but the terms within the consortium are being negotiated before they commit to making the offer public.
Fingers crossed - always optimistic!
Wouldn’t we all. Lol.
What’s going on?
Lots of big buys at 43p when the tender offer is at 40p.
Who’s buying?
It does also say that another deadline extension is likely.
AA confirms that it has consented to a request from TowerBrook Capital Partners (U.K.) LLP and Warburg Pincus International LLC (together the " Consortium " ) to explore the possibility of a consortium offer for the entire issued and to be issued share capital of the Company. The Consortium has confirmed its strong interest in pursuing a possible all-cash offer for the Company, including an intention to de-lever the AA's capital structure significantly, consistent with the Company's objectives. Any possible offer remains subject to a number of matters including, inter alia, the completion of the Consortium's due diligence and the finalisation of documentation. The Board now intends to progress its discussions with the Consortium regarding a possible offer and a further announcement will be made in due course as appropriate. However, there can be no certainty that any offer will be made for the Company, nor as to the terms on which any offer might be made.
Nice to see Graeme Coulthard topped up another 295,000 shares today (post 6pm RNS).
That is a lot of detail published by SeaFox there, and interesting to see both sides of the correspondence.
Also interesting timing. So GMS now has to issue notice within 21 days calling a GM, and the date of the GM has to be within 28 days after that. Assuming the Board delay it the maximum they are allowed (as they did last time) that would take us to mid November.
SeaFox are free to launch another bid for GMS (if they want to) from November 28th anyway (6 months after they said no intention to bid on 28th May)
Seems like SeaFox are trying to take control of GMS without paying to take control via a takeover offer.
At present SeaFox have 2 directors in a board of 7. That’s 28.5% control of the Board which seems equitable when they hold 29.99% of the shares and voting rights.
Thy are proposing to get rid of 4 existing directors and replace them with 3 of their own people. That would mean they controlled 5 out of a board of 6 or 83.3% of the Board but they have only paid for a 29.9% stake. Totally disproportionate and should not be allowed in my opinion.
Yes, it can be extended in 28-day blocks as many times as all parties agree (it’s in the Takeover Code). Take a look at PSSSL where the deadline has been extended several times since February and is still ongoing!
However, with the interims due to be announced on the 29th the BOD would have to give some sort of update on the progress with the prospective offer and/or refinancing proposals on the 29th (unless it’s all been sorted before then).