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If it helps Dilbert the amount of consideration I have used in my capital gains computation for 2022/23 has been £9.91 per new share (translated at variable rates from $11.50). This is based on;
- Tranche 1 $6.065853 per new share (received Oct 22 as £5.60 per share (Rate $1.08/£1)
- Tranche 2 $0.918935 per new share (received Jun 23 as 71p per share (Rate $1.29/£1)
- Tranche 3 $0.046594 per new share (received Jan 24 as 3.5p per share (Rate $1.31/£1)
- Tranche 4 $4.47 per new share in tokens (valued as £3.55 per share (Rate $1.26/£1).
The tranche 4 is pretty much a dartboard job given the lack of information from the Bank and has been determined based on feedback in this chatroom of 129 tokens per share with a conjected value of $0.0348 per token. Under the HMRC tax guidance (CG14881) the amount appears to be ascertainable and therefore probably subject to immediate tax. This is my own take and of course you should take appropriate tax advice from someone better qualified than me.
Tiny cash top up received today from Halifax. No mention of the tokens. In a separate exchange on their chatbot Halifax did suggest that they would getting a third party to receive and sell the tokens then pass the funds to them and onto my accountwhich will presumably happen after 31 March.
On Friday I received a corporate notification from Halifax that a further payment of $0.46594 per share was made in respect of my holding pursuant to the merger with Algorand on 16 February 2022. Translation seems to have been at £1=$1.307. Sadly no mention was made at all of the $Napster tokens, with simply a comment they would communicate again with any further information regarding future payments from the company. I am minded to ask them for some info on the final tranche, tokens or otherwise, rather than nothing at all in order to calculate the relevant capital gains tax pertinent to the transaction as the tax filing deadline of 31/1/24 is fast approaching
Further to PG’s note on 20 July I sent an email to Napster investor relations that same day but have not had any response or acknowledgement in reply. Perhaps the H&L episode has affected the Napster approach to all UK institutions holding shares on behalf of multiple investors. Halifax in my case.
Many thanks for the intel PG. However I am struggling to find the email address of investor relations or even which organisation’s IR that is. No clues on the Algorand website.
I have been trying to work out the maths here on the 4th consideration, which was indicated back in May 22 as being tokens equivalent to 6%+ of issue or $25m. Given there were 4.6m new shares in issue at time of takeover the cash would equate to $5.43 per share. 10bn tokens times 6% is 600m so divide that by 4.6m shares comes to 130 which is very close to the 129 quoted elsewhere on this site. If we divide $5.43 by 130 we get 4.2c per token. Interestingly the Algorand token, (which also has a 10bn issue base) at date of takeover in Feb22 had a value of $1.00 but is now trading at $0.11. Hope that doesn’t mean our $5.43 per share ends up as $0.54.
I have received a corporate notice from Halifax on the payment of the 2nd/3rd tranches of consideration. This was made into my account on 21 June at a rate of $0.918935 per share and was translated at $1.27 to equate to 71p per new share. Interestingly the escrow funds were set at $5.2m and $0.5m which in total based on 4.6m shares were worth $1.23 per share max so the final payout is around 75% of that. A far better outturn than I expected.
In terms of the $Napster Halifax has reiterated that tokens are not eligible on their platform, though they continue to investigate options. It is noticeable that in the US, EU and UK (debated as recently last week in Commons Committee) that regulation of tokens as securities is actively being sought and once these are in place the UK banks may be allowed to work with them. Given the $Napster are not operable till March 2024 that may play out well.
Halifax did not quote the 129 $Napster tokens per share other correspondents below have mentioned, leaving the matter open.
Just to be clearer the thoughts on trancches 2 and 3 are my conjectures; I shared them with Halifax who did not rule them out or confirm them.
Interacted with Halifax again on the chat today to see where they might be in this transaction. It seems they have had some intelligence from Algorand but not a lot and their queries are not being answered. What they do seem to think is the 4th consideration is in tokens, but these are in “lock up” for a year, with the year running from 31 March 2023. They are unclear on the 2nd and 3rd tranches; one thought is the amounts have been rolled into the crypto and another is that Algorand exhausted the escrows so there was nothing to pay out.
Interacted with Halifax on the chat today to see where they might be in this transaction. It seems it is on their radar but they have not heard anything to date from Algorand on the 2nd, 3rd and 4th tranches. As regards tokens their corporate notice in June suggested they were investigating options on how to handle those but today’s discussion suggests they are no further forward and will not be dealing in them. However they would explore the cash alternative with Algorand if offered.
Just to add to this; reading back on this board it looks as if the offer the acquire was made around 25 February and went unconditional at 30 March 2022. The payments for steps 2, 3 and 4 all fall due on the one year anniversary which would be 30 March 2023. Though if the Algorand crypto are issued before this date we would receive step 4 in kind at that time.
On the Halifax approach the receipt of corporate notice is itself a confirmation of holding even though they have wiped the shareholding from the board. within that corporate notice there was the assurance that this would not affect entitlement though unfortunately by using the verb “effect” rather than “affect” they appear to convey the opposite. A session on the chat line confirmed this though they did not seem to understand the finer points of English grammar!
Matt
My interpretation of the share deal back in May based on Albert’s posting based on old shares (750 = 1 new) was;
Step 1 – the $6.07 per share – 0.65p per share (ie £0.0065)
Step 2 (max) the escrow $5.2m – 0.12p per share
Step 3 (max) the shareholder fund $-0.5m – 0.01p
Step 4 the funny money – cash in lieu of tokens $2.5m – 0.07p
Step 4 has since been clarified as $25m and 0.7p per old share so that pay out should be similar to this first. Steps 2 and 3 are escrow funds to pay for certain expenses so the amounts above are max and could be less. But they are much smaller than step 1.
I have just come off a chat with the Halifax who have indicated that they have received the cash and will be paying into the accounts middle of next week. No indication of the currency translation rate at this stage. Also they are preparing a corporate note on how the crypto consideration will be dealt with when it happens. When I asked for timescales they said “soon” which somehow rings a bell with this share…..
A fortuitous side effect of the delays in Halifax getting the funds from Algorand is that in contrast with those paid in May with the pound at $1.26 getting £4.80 a share the current rate of $1.06 yields £5.72, an increase of 20%. That is assuming the Halifax did not receive the cash earlier.
I have not received any cash so far or even had a corporate action note from the Halifax.
Following Albert’s post on 19 May I was moved to try and restate the apparent purchase package in terms of the value attached to the Napster share on AIM prior to the 750 share consolidation. According to the RNS on 26 Jan there were 4.6m new consolidated shares so this would equate to 3.4bn of the old 1p shares. Also we have to assume there have been no further dilutions prior to the Algorand deal.
Using Albert’s 4 steps and an exchange rate of £1 = $1.25 I think the profile shapes up as being;
Step 1 – the $6.07 per share – 0.65p per share (ie £0.0065)
Step 2 (max) the escrow $5.2m – 0.12p per share
Step 3 (max) the shareholder fund $-0.5m – 0.01p
Step 4 the funny money – cash in lieu of tokens $2.5m – 0.07p
This would make the total maximum consideration of 0.84p.
Interestingly the share price on 1 Dec, the day before the proposal to delist was announced, was 0.80p, so this really only gets us back to where we were. However given the shares were languishing at 0.35p on 24 January and that some of us thought it could be a black hole from which nothing would emerge, it could be regarded as a small win – from that point. The shares though were 2p at this time last year and 4p in 2020.
Just spoken with Halifax who confirm receipt of documentation and are trying to understand it before issuing a corporate action. No timescales on this but indication given is that the NM shares we have held have been sold and the consideration is cash/bitcoin - though how the bitcoin translates to cash for uk brokers is one of the bits they are trying to fathom. If the return ends up being pitiful then in my view there are serious questions to be asked around the probity of the 27 Jan transactions under UK law.
Barclays smartsaver had indicated they would sell all holdings of Napster today on behalf of investors if they had not exited by yesterday. That may account for some of the movement.
Barclays Smartsaver have indicated that tomorrow is last day for trading in these shares by them. Can anyone advise when Halifax have indicated their last day for trading them?
Do we we know the future of this board once trading ceases? As we move into an 18 month purdah this sort of communication will be very helpful to keep track of our “new investment” and ensure that the undertaking is not transferred again to an NM No 2 where the minority shareholders might miss out.
Just received corporate action note from Barclays. Offering three options; (1) sell holding by 20 January (2) Retain holding by re-registering certificate in own name (phone to do this by 19 January ) (3) Do nothing in which case holding will be sold prior to delisting on 21 January. No intent therefore to hold the Delaware shares. Process appears same whether in or out of the ISA wrapper.