RE: RE: A whole day.......1 Mar 2023 17:36
Worth a reread of the original proposal RNS & seeing how this plays out…. i’d skipped over that it’s 6 months from completion before Mercuria can trade their consideration shares….
Upon completion of the Transaction, Serica and Mercuria will enter into a relationship agreement governing the relationship between them (the "Relationship Agreement"). Among other matters, this will contain provisions designed to ensure that Serica operates independently from Mercuria.
The Relationship Agreement will entitle Mercuria to nominate two non-executive directors ("NEDs") to the Board of Serica as long as the shareholding of Mercuria and its affiliates is 20 per cent or above and one non-executive director for so long as the shareholding of Mercuria and its affiliates is between 10 per cent or above and less than 20 per cent. If and for so long as the Board of Serica exceeds 11 directors, Mercuria may nominate a third NED provided that the shareholding of Mercuria and its affiliates remains at 20 per cent or above of Serica's issued share capital.
Under the Relationship Agreement, Mercuria will agree not to dispose of any Consideration Shares for a period of 6 months following completion of the Transaction (subject to certain customary exceptions). Disposals during the 12 months thereafter will be subject to orderly marketing restrictions.
In addition, Mercuria has agreed not to acquire any additional shares in Serica or announce any takeover offer or potential takeover offer for Serica (subject, in both cases, to certain customary carve-outs) for a period of 18 months following completion of the Transaction.
The Relationship Agreement will terminate if Mercuria and its affiliates hold in aggregate less than 10 per cent of Serica's issued share capital and may be terminated by Mercuria if, among other circumstances, Serica's shares cease to be admitted to trading on AIM.
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