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Don’t think the Board and SeaFox will ever be best buddies :)

Timmy, SeaFox have requisitioned a General Meeting at which they call for all the GMS directors to be put up for election again along with two of their own people on the ballot paper.

GMS haven’t called that meeting yet, but have to call it by July 7th.

Now they can see the % support prepared to vote against the GMS directors I would suspect they will be a bit worried.

The RNS is out with the AGM results - The Board seems to have less support than it though!!

Pretty sure it’s 12 noon

Will be interesting to see how the AGM goes tomorrow with all the directors up for re-election and SeaFox bound to oppose. Interested to see if the only votes against are SeaFox’s, or if they have other (undeclared) votes on their side to add to their 29% plus.

As I understand it GMS have to issue the notice calling the General Meeting which SeaFox requisitioned by 7th July at the latest. So it should be an interesting week or two.

Watching with interest.

Would be really good to know which large shareholders were persuaded to sell the two chunks at 22p.

There should have been TR-1 forms from the sellers by now, but so far nothing.

Well, they certainly haven’t given up.
No RNS yet, but there is a news item on this site saying that SeaFox have requested 2 board members appointed by them. GMS have rejected the request, so SeaFox have requested a General Meeting to put it to a vote.

It would certainly be good to find out who the sellers were, and if they had previously written letters in support of the Board.

Seafox’s % is going up (latest notification 29.14%) while the % in support of the Board may now well be dropping again.

Indeed - at 12:07 today.

Getting interesting !

So SeaFox did buy another 6% on Tuesday - that’s the 22 million shares.
(Source - TR-1 issued this morning).

My opinion - “No intention to bid” formally killed off the offer period during which they had said no increase above 10p.
Buying now is outside the offer period.
If they go above 30% holding they HAVE to make a mandatory offer to buy the remaining shares (mandatory on them to make the offer, not mandatory on shareholders to accept the offer).
A mandatory offer has to be at or above the highest price they paid for shares in recent months (can’t remember if it’s 6 or 12 months).

So my opinion is there will be further small buys from SeaFox followed by a mandatory offer at 22p.

Watching with interest!

I wonder who the seller was?
Only 4 holders had above 22m shares as far as I knew :
SeaFox 72.9m
Aberforth 69.8m
Mazrui 44.3m
Castro 34.3m

Also possibly Horizon Energy who had 21.1m a while back and may have added more, but I didn’t see an opening position declaration (form 8.3) from them during the recent offer period so I m not sure if they actually still hold or not.

Aberforth, Mazrui and Castro all wrote letters of support for the board recently.

Should be an interesting day tomorrow!

So when can we expect to hear the Takeover Panel’s decision on whether to allow Brigadier to withdraw the bid ?

That’s not a new buy, it’s an OPD ( opening position declaration).

It’s one of the letters of support which GMS published - in their list it’s down as Kasamar Holdings but when you open up the letter it says “ via Castro Investments”.

And the person who signed the letter, and the Form 8.3, is Mo S Bississo - which just happens to be the same name as one of GMS’s non-exc directors

It’s in the takeover rules - because they have to be fair to all shareholders.

So when they bought the lump at 10p the seller sold on the basis that SeaFox said they would not make an increased offer. Otherwise that seller would choose to hold on for a better offer.

Because they made an announcement about it during the offer period it is binding on SeaFox.
(Possibly different if somebody else makes a formal offer above 10p - SeaFox May then be able to respond.

It is nice to see it above 10p.

But SeaFox can’t offer more than 10p due to the takeover code and their “no increase” statement.

So who do you think a 15/20p bid would come from ?

Nice movement here today, and lots of buys showing in the trades.

Interesting to see that SeaFox are still buying (over 1million more shares added yesterday) and are not deterred by the letters of support that GMS are publishing.

Bearing in mind that SeaFox are now not allowed to offer more than 10p under the Takeover Code due to their “no increase” statement during the offer period they must be confident of persuading some of the other holders to change their minds.

Bit of a stalemate at the moment.

Having read the letters of support published on GMS’s website at
https://www.gmsuae.com/Offer I am not overly impressed at the level of support.

They all state “no CURRENT intention” of accepting the offer, non binding obligation, free to change intention at any time. The wording on most of them is basically identical, but two letters stand out as different :
- Noster Capital certainly aren’t happy with Seafox! Well worth a read. But interesting to note they refer repeatedly to the 18p/share Seafox paid for their original stake back in January 2019. Are they hinting that they would accept an offer closer to that price?
- secondly, Faisal Juma Khalfan Belhoul Alfalasi which specifically states he will not accept an offer below 20p (presumably indicating that he would accept 20p).
He seems to be one half of Ithmar Capital Partners so if he would accept 20p for his stake I assume the other half would too..

Of the 13 letters of support it’s interesting to. Note that 5 are from directors or ex-directors.
Duncan Anderson is the ex-CEO (who is actually still currently on gardening leave until 20th Aug)
Andrew Robertson is or was Finance Director
Mark Preston is or was Commercial Director
John Petticrew is or was Technical Director
And “Kasamar Holdings” (9.81%) letter is signed by Mo Bississo- who is a current non-exec Director.

I’d kind of expect directors to support the company. But these commitments are non binding.

GMS put out a release on Friday which hasn’t hit RNS yet (because Friday was a Bank Holiday in UK) but they published it on the section of the website about the offer.
https://www.gmsuae.com/wp-content/Document/Orderbook2020utilisation.pdf

The only TR1 I can see for Seafox today is the one issued just befor 5pm which refers to yesterday’s buy (which took them to 16.39%).

They may have been buying today but We will have to wait a day or two for any relevant TR1 or Form 8.3 to be published to know for sure.