Member Info for Hedgehog100

3rd Oct 2023 1:30 pm RNS Statement regarding possible offer

Statement regarding possible offer for TMT Acquisition plc

The boards of TMT Acquisition plc ("TMT Acquisition") and Belluscura plc ("Belluscura") are pleased to announce that they have reached agreement on the key terms of a possible share for share offer for TMT Acquisition by Belluscura (the "Possible Offer").

The independent director of TMT Acquisition, Paul Tuson (the "Independent TMT Acquisition Director"), has confirmed to Belluscura that, should a firm offer be made on the Possible Offer Terms (as defined below), the Independent TMT Acquisition Director is minded to recommend it to TMT Acquisition shareholders, subject to the agreement by both Belluscura and TMT Acquisition of customary terms and conditions as well as the satisfactory completion of confirmatory due diligence by both Belluscura and TMT Acquisition.

Any announcement by Belluscura of a firm intention to make an offer for TMT Acquisition remains subject to the satisfaction or waiver (by Belluscura) of a number of customary pre-conditions, including, inter alia, completion of confirmatory due diligence, agreement of the detailed terms of the Possible Offer and a recommendation from the Independent TMT Acquisition Director.

Terms of the Possible Offer

The proposed terms of the Possible Offer comprise the issuance of 15 new ordinary shares of Belluscura ("Belluscura Shares") in exchange for every 22 ordinary shares of TMT Acquisition ("TMT Acquisition Shares") equalling 18,750,000 Belluscura Shares (the "Exchange Ratio"). The Exchange Ratio would imply a valuation of 21.82 pence for each TMT Acquisition Share and a 24.7% premium to the three month volume weighted average price for TMT Acquisition Shares calculated for the period ending on 2 October 2023, the last practicable date prior to the announcement of the Possible Offer (the "Possible Offer Terms").

Accordingly, on the basis of the Exchange Ratio, the Possible Offer will imply a total valuation of GBP6.0 million for TMT Acquisition.

A compelling combination which significantly increases Belluscura's ability to execute on its burgeoning sales pipeline and strategy, creating considerable value for all stakeholders of both TMT Acquisition and Belluscura

Given the introduction and significant pre-launch demand expressed for the DISCOV-R product, building on top of the continued sales progress of the X-PLOR (as outlined below), Belluscura is seeking further growth capital to fund the increased working capital required to meet these growth opportunities. The funds available within TMT Acquisition (approximately GBP4.7 million), will provide the enlarged group with additional working capital, to help meet the planned growth through to Belluscura becoming cash flow positive, which the board of Belluscura expect to be by the end of the second quarter of next year. ...

https://www.lse.co.uk/rns/TMTA/statement-regarding-possible-offer-nur02g12

"Our mission is to protect human capital" ... so you might even stylise NWT as 'a human league'.

And fittingly, the Human League's singles & EP from their classic LP record "Dare" can help to illustrate NWT's investment credentials:-

https://en.wikipedia.org/wiki/Dare_(album)

1. "The Sound of the Crowd" (Released: 24 April 1981)

- The investment community awakening to NWT's potential.

2. "Love Action (I Believe in Love)" (Released: 31 July 1981)

- Fans of NWT topping up their holdings.

3. "Open Your Heart" (Released: 2 October 1981)

- Embracing your attraction to NWT.

4. "Don't You Want Me" (Released: 27 November 1981)

- Bemusement about NWT sceptics.

5. "The Things That Dreams Are Made Of" (Released: 21 January 2008)

- Grosvenor Technology being spun-out from NWT in a US floatation.

NWT's new annual report & accounts is viewable via its website:-

"Newmark SECURITY PLC

Report & Financial Statements

YEAR ENDED 30 APRIL 2023"

HTTP://newmarksecurity.com/wp-content/uploads/2023/06/Newmark-Annual-Report-30-April-2023.pdf

HTTP://newmarksecurity.com/investor-relations/reports-and-presentations/

From the inside front cover of the new annual report & accounts:-

"Our mission is to protect human capital

in safe spaces by creating trusted

ecosystems in the workplace using

best-in-class security products enabled

by SaaS-based cloud control and

enterprise-class services.

With our 2025 strategy firmly in focus,

we continue to take bold steps to

achieving our goals, demonstrating

resilience to global impacts, a long-term

sustainable business model and a

strong will to win.

Marie-Claire Dwek, CEO"

2025 is now starting to sound quite close ... at least for patient, long term investors ...

TMTA's non-exec . chairman Harry Hyman also has a very impressive track record:-

"Harry Hyman

Non-Executive Chairman

Harry Hyman is a chartered accountant. He is the founder and CEO of Primary Health Properties PLC (“PHP”) a FTSE250 Listed company that specialises in the ownership of property leased on a long term basis to primary care providers in the UK and Ireland. PHP has a property portfolio of over £2.6bn and a consistent record of growth. ..."

https://tmtacquisition.com/

PHP's current market cap. is £1.194 billion, at 89.35p/share.

He was also previously chairman of main-listed cash shell Derriston Capital (DERR), which floated at 10p/share, and which subsequently bagged a massive RTO:-

"Derriston Capital shares soar as trading resumes three months after deal to acquire Sorrell’s S4 Capital

Jon Hopkins

14:40 Fri 14 Sep 2018"

https://www.proactiveinvestors.co.uk/companies/news/204948/derriston-capital-shares-soar-as-trading-resumes-three-months-after-deal-to-acquire-sorrells-s4-capital-204948.html

And SFOR subsequently nearly 9-bagged from low to high within three years, to a market cap. of billions.

It's intended that TMTA non-exec. director Jonathan Satchell will join BELL's board, along with TMTA's newest director Paul Tuson.

"Jonathan Satchell

Non-Executive Director

Jonathan Satchell is Chief Executive of Learning Technologies Group plc (“LTG”). LTG is listed on the AIM market of London Stock Exchange (LTG.L) and headquartered in London. LTG is at the forefront of innovation and best-practice in the learning and talent software sector, and has received numerous awards for its achievements both corporately and for clients.

Jonathan has worked in the training industry since 1992. In 1997 he acquired EBC, which he transformed from a training video provider to a bespoke e-learning company. The company was sold to Futuremedia in 2006. He became interim MD of Epic in 2007 and the following year he acquired the Company with LTG’s chairman. He oversaw the transformation of Epic from a custom content e-learning company to the global, fast growing, full service digital learning and talent management company that LTG has become. Jonathan is also non-executive director of Zappar, the world’s leading augmented reality platform and creative studio."

https://tmtacquisition.com/

LTG's current market cap. is £523 million, at 66.1p/share.

And LTG 40-bagged from its RTO price of 5.88p/share to its high of about 236p in 2021.

Closing s.p.s today:-

BELL 35p (32p - 38p).

TMTA 19.5p (19p - 20p).

On the basis that TMTA shareholders will receive 15 BELL shares for every 22 TMTA shares, the current TMTA offer price of 20p/share equates to a BELL offer price of 29.33p/share, i.e. 22.82% less than the current BELL offer price of 38p.

So TMTA is potentially a significantly cheaper way into BELL at the moment than buying BELL shares directly.

2nd Oct 2023 7:00 am RNS Posting of Annual Report and Notice of AGM

Newmark Security plc (AIM: NWT), a leading provider of electronic and physical security systems, announces that its Annual Report and Accounts for the year ended 30 April 2023 as well as the notice of its 2023 Annual General Meeting ("AGM"), will be posted today to shareholders. Both documents will shortly be available on the Company's website, www.newmarksecurity.com.

The AGM is being held at 10:30 a.m. on Tuesday 31 October 2023 at Holmes Hotel, 83 Chiltern Street, London W1U 6NF. The Company requests that any shareholders intending to attend the AGM in person register their intention as soon as practicable by emailing investorrelations@newmarksecurity.com. All shareholders are encouraged to vote electronically or to lodge a form of proxy in advance of the meeting.

Newmark Security plc

Marie-Claire Dwek, Chief Executive Officer Tel: +44 (0) 20 7355 0070

Paul Campbell-White, Chief Financial Officer www.newmarksecurity.com

Allenby Capital Limited Tel: +44 (0) 20 3328 5656

(Nominated Adviser and Broker)

James Reeve (Corporate Finance)

Amrit Nahal, Tony Quirke (Sales & Broking)

Yellow Jersey PR Limited Tel: +44 (0) 203 2004 9512

(PR & IR)

Charles Goodwin / Dominic Barretto

About Newmark Security plc

Newmark is a leading provider of electronic, software and physical security systems that helps organisations protect human capital and provide safe spaces seamlessly and securely.

From our locations in the UK and US, we operate through subsidiary businesses positioned in specialist, high-growth markets.

We foster an open and inclusive work environment amongst our c.100 employees, serving hundreds of blue-chip customers.

Our product portfolio consists of Human Capital Management and Access Control Systems providing both hardware and software and Physical security installations to various sectors.

Newmark Security plc is admitted to trading on AIM (AIM:NWT).

For more information, please visit: www.newmarksecurity.com

https://www.lse.co.uk/rns/NWT/posting-of-annual-report-and-notice-of-agm-sghtpliww02ys61.html

I'm afraid not, Goldcrusher.

Resource RTOs in foreign countries tend to take a lot longer than domestic non-resource RTOs.

BRES, Cameron Pearce's Ugandan graphite RTO, was suspended for eleven and a half months before its RTO ... though that's still four months less than CRES's current period of suspension.

CRES's Ugandan gold RTO looks very attractive though, so if it completes it should have been worth the wait.

29th Sep 2023 7:00 am RNS Interim Results

" ... In spite of the lower H1 performance, the business has improved its working capital management and reduced net debt to £0.7m as at the 30 June 2023 (compared with £2.3m net debt as at 31 December 2022).

With market conditions not expected to improve in the near term and a key commercial client in the private sector signaling a shift towards a more global supply chain, Parity is prioritising resources to exploit its strengths and opportunity within the public sector, and in particular the new RM6277 framework. As a consequence, the new business initiatives targeting the private sector, which included permanent recruitment services, were scaled back, with a resultant reduction in headcount.

Historically, Parity's core business, servicing contract recruitment within the public sector, has been one of the most resilient areas when recruitment markets turn down. The Company sees this as a core strength of the business and will be looking at how the Company can leverage this.

As we consider the scale of the business, its strength and value in public sector, we continually review the Company's businesses to determine the best medium and long-term direction for Parity for the benefit of its shareholders. ..."

https://www.lse.co.uk/rns/PTY/interim-results-cqb8gpbtvuda4ab.html

The phrase "As we reflect on Parity's position in the market" has an almost philosophical ring to it: perhaps indicating an air of resignation to PTY's days as an independent company being numbered.

PTY's H1 revenue of £17.634M., and an operating loss of just $446K., despite the current temporary market challenges, will likely be very attractive to a range of potential acquirers.

PTY's depressed s.p. means that an acquirer can pay a large premium to enable a takeover, but still get excellent value for money.

And PTY's need to raise funds means that its directors may feel obligated to accept an offer.

The situation here is similar to that of ESCS in Q1, which was taken over at a huge premium (170.1%):-

31st Mar 2023 11:55 am RNS Recommended Cash Acquisition

" ... Background to, and reasons for, the recommendation

... In addition, whilst the outlook for ECSC's strategy is favourable, it will require scale to take full advantage of the opportunities available, and to fulfil its full potential. ECSC may also need to access additional growth capital to strengthen its balance sheet. ..."

https://www.lse.co.uk/rns/ECSC/recommended-cash-acquisition-olawyw041qneodn.html

29th Sep 2023 7:00 am RNS Interim Results

"INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2023

29 September 2023

Parity Group plc ("Parity" or the "Group"), the data and technology focused professional services business, announces its half year results for the six months ended 30 June 2023 ("H1 2023").

Headlines

• In spite of challenging market conditions, revenue for the first half of 2023 was just 10% lower than the second half of 2022.

• Close to break even on an Adjusted EBITDA basis for H1 2023.

• Net debt significantly reduced.

Mark Braund, Executive Chairman of Parity Group plc, said:

"The team has completed the task of rebuilding the core recruitment business after years of underinvestment, to position Parity as a recruiter of strength in the UK's public sector, at a time when there are increasing headwinds affecting the broader recruitment market.

Whilst our business in the public sector has been resilient, we too have been affected by these headwinds in areas where we sought to grow such as the UK's commercial private sector.

The changes made to the business have enabled Parity to act quickly, tuning itself far more rapidly than before to operate at a fit-for-purpose scale and cost base.

As we reflect on Parity's position in the market, we continually review the Company's businesses to determine the best medium and long-term direction for Parity for the benefit of its shareholders." ...

Overview

After years of underinvestment and neglect, the team has completed the task of rebuilding the core recruitment business to position Parity as a recruiter of strength in the UK's public sector.

In the year prior we had removed the substantial overhead associated with the previous management team's failure to build a profitable consulting business and reinvested a small portion into re-establishing Parity's heritage as a well-recognised recruitment brand.

In line with many others within the recruitment sector, Parity has seen market conditions become more challenging with economic uncertainty resulting in clients and new business opportunities deferring hiring decisions. As a result, first half revenues were 10% lower than that achieved in the second half of 2022.

During H1 2023, Parity successfully won a place on the coveted public sector RM6277 framework, which has an estimated spend of circa £2bn over the next four years, though it is not possible at this stage to quantify what level of revenue might accrue to Parity. This framework, which went live on 25 July 2023, represents a significant opportunity for Parity to expand further into the public sector at a time when there are increasing headwinds affecting the broader recruitment market. ..."

https://www.lse.co.uk/rns/PTY/interim-results-cqb8gpbtvuda4ab.html

Thanks for flagging that up, Trojan.

"Newmark Security "will continue to grow" recurring revenues in the years ahead

Published: 09:11 29 Sep 2023

Newmark Security PLC (AIM:NWT) CEO Marie-Claire Dwek speaks to Thomas Warner from Proactive after the company released its final results for the year ended 30 April 2023.

Dwek gives an overview of how the business performed over the period, highlighting growth in revenue, increased margins, and a rise in recurring revenue, achieving £2.1 million this year. Despite facing challenges in the second half due to the loss of a client, UKG, following their merger with Kronos, Newmark maintained profitability.

She emphasises the company's focus on expanding across all business sectors, onboarding new clients, and introducing new products. She also highlights the action Newmark has taken to address a gap in its product portfolio that has helped deliver a boost to its margins.

Newmark Security specialises in protecting individuals in safe spaces by offering secure cloud control for access, timekeeping, and identity data at workplaces. The aim is to ensure seamless operations, safe spaces, and secure data."

"It's not very just "advanced negotiation" - but rather "very advanced negotiations"."

That should say:-

It's not even just "advanced negotiations" - but rather "very advanced negotiations".

Marfin,

Copy here, with a link, another TRP RNS statement that says the company is in very advanced stage negotiations that could be concluded soon.

'The devil is in the detail' of wording, but some investors don't seem to have the ability to distinguish differences that aren't even that subtle.

It's not very just "advanced negotiation" - but rather "very advanced negotiations".

The bottom line is that it could happen any day, so the only sensible position is to be invested accordingly.

If you miss out, don't blame anyone else!

What's grim, JAdams5000, is your spelling ability.

A need to raise funds is just a technical uncertainty if they are readily available.

And some companies can actually place at a significant premium: I once had two of my shares do that on the same day: IRON & STAR (since renamed TRAC), on 22nd October 2021, which closed at 1 & 2 on the top risers board:-

LSE % Gainers

Top Lists

EPIC Name %

IRON Ironveld +52%

STAR Starcom +32%

29th Sep 2023 7:00 am RNS Interim Results

" ... Going concern

The interim financial statements have been prepared on a going concern basis. The Directors have reviewed the Group's cash flow forecasts for the period to 30 September 2024 and have considered possible changes in trading performance including a further reduction in contractor numbers.

The Group continues to rely upon its asset-based lending (ABL) debt facility from Leumi to manage its short-term cash requirements. This facility is in place until October 2025 and requires the Group to meet two covenant tests on a monthly basis; a positive three-month rolling EBITDA; and a positive headroom of at least £400,000.

The twelve-month cashflow forecast to 30 September 2024 indicates that the Group can continue to meet the three-month rolling EBITDA covenant but will need to raise additional funds to meet the headroom covenant from January 2024. The Directors are actively discussing a number of funding options and based on progress to date, believe that the Group will be able to secure sufficient funds to continue to meet its headroom covenant over the next twelve months.

Whilst acknowledging that there is material uncertainty regarding the Group's funding position, the Directors remain confident of securing the additional funds required and consider it appropriate to prepare the unaudited interim financial information on a going concern basis. ..."

https://www.lse.co.uk/rns/PTY/interim-results-cqb8gpbtvuda4ab.html

29th Sep 2023 7:00 am RNS Interim Results to 30 June 2023

" ... Dear Shareholder,

We have made considerable progress towards drilling the NJOM-3 well in Cameroon, and also with our preparations for acquisition of 3D seismic data in Namibia. I had hoped we would already be able to announce the rig contract for NJOM-3 by the end of this quarter, however, we are currently at a very advanced stage of negotiations on the rig contract and so we hope this will be concluded soon. ... "

https://www.lse.co.uk/rns/TRP/interim-results-to-30-june-2023-ujnm8ydsm5zvp0i.html

Zendog,

I've checked through the finals from June, and it doesn't say "very close" at all; on the contrary, it was made very clear that it wasn't imminent:-

19th Jun 2023 7:00 am RNS Preliminary Results to 31 December 2022

https://www.lse.co.uk/rns/TRP/preliminary-results-to-31-december-2022-f13p3hhuszn66fm.html

You appear to be just making up nonsense.

"Grosvenor Technology is Now a Proud Member of BSIA

... Alignment of our Vision and Goals

The decision to join the BSIA aligns perfectly with our vision to provide our customers with the best solutions and services. Becoming a member allows us to demonstrate our commitment to upholding the highest industry standards and being part of a respected network of security professionals.

Managing Director Colin Leatherbarrow said, “Membership of the BSIA allows us to contribute to a wealth of industry insights, trends, and advancements, keeping us ahead of the curve and delivering cutting-edge security solutions to our customers. We are eager to actively contribute to shaping industry standards and best practices. As a BSIA member, we can lend our expertise to develop frameworks that benefit both the security industry and our customers. Our membership in the BSIA will also ensure that we remain updated and compliant with the evolving regulatory landscape”.

Supporting our Future Business and Customers

By becoming a member of the BSIA, we are equipped with a wealth of knowledge and expertise that directly translates into better services and support for our customers. Our membership marks a logical step forward for Grosvenor Technology. By joining forces, we are well-positioned to shape the future of the security industry, uphold the highest standards, and provide unparalleled support to our valued customers."

https://www.grosvenortechnology.com/insights/grosvenor-technology-is-now-a-proud-member-of-the-bsia/

A positive new development, from GT's website:-

"Insights | Company News

Grosvenor Technology is Now a Proud Member of BSIA

Elevating Security Standards and Business Excellence

Chris Wrench

Senior Product Manager

We are delighted to announce that Grosvenor Technology has officially become a member of the British Security Industry Association (BSIA), the primary trade association for the UK security industry. This membership will undoubtedly bring numerous advantages and opportunities for our business and, most importantly, our valued customers.

Who is the BSIA?

The BSIA serves as the authoritative voice of the UK security industry, bringing together experts, professionals, and organisations to collaboratively drive positive change within the sector. With 15 sections, each meeting regularly to discuss current industry opportunities, risks, and challenges, the BSIA provides a platform for fostering innovation, sharing best practices, and influencing the development of industry standards to enhance professionalism across the board.

One of the core functions of the BSIA is facilitating Special Interest Groups in various domains, including HR & H&S, Facial Recognition Technology (FRT), Cyber Security, and more. These groups work collectively to identify best practices and tackle the ever-evolving security landscape effectively.

Moreover, as a member of the BSIA, we have the privilege of representing the UK security industry internationally through organisations such as the European Committee for Standardisation (CEN/CENELEC) and the International Organisation for Standardisation (ISO/IEC). This enables us to play an active role in shaping global security standards, ensuring that the industry continues progressing and delivering the highest level of security solutions. ..."

https://www.grosvenortechnology.com/insights/grosvenor-technology-is-now-a-proud-member-of-the-bsia/

Thanks for your useful analysis Dab, and I look forward to reading feedback from your call.

NWT's latest forecast exceeds its debt service covenant test by 48%, compared to the 51% figure reported with the previous finals in January, which is pretty comparable, and seems quite healthy.

Best wishes.

26th Sep 2023 7:00 am RNS Final Results

" ... The Group's next covenant to be tested for the £2 million HSBC CBILs facility will be for the year ended 30 April 2024 (FY24) and requires the Group to deliver a pre-debt service cashflow of 1.2 times the level of debt service. The latest forecast of the Group results in exceeding the debt service covenant test by 48% and will be tested again when a revised forecast is completed in October.

The Group is currently trading ahead of this forecast and continues to generate operating cashflows in FY24.

We are optimistic that our growth will continue in the next 12 months, supported by the investments we have made in FY23. ..."

https://www.lse.co.uk/rns/NWT/final-results-s32ymd0rnewx4w0.html

23rd Jan 2023 7:00 am RNS Final Results

" ... The Group's first covenant to be tested for the £2 million HSBC CBILs facility will be for the year ended 30 April 2023 and requires the Group to deliver a pre-debt service cashflow of 1.2 times the level of debt service. The latest forecast of the Group results in exceeding the debt service covenant test by 51% and will be tested again when a revised forecast is completed in February.

The Group is currently trading ahead of this forecast and has returned to profit after tax and operating cashflow generation in FY23. ..."

https://www.lse.co.uk/rns/NWT/final-results-fjybevmguogyzsg.html

Well done to NWT on returning to full-year profitability, and for announcing the results nearly four months earlier than last year's (23.1.23).

The second half clearly wasn't as strong as H1, but that looks to me like just a blip, which is not uncommon with the best growth stories.

For example, a move to new, larger premises can be costly and time-consuming, before the benefits really start to accrue.

And the gradual decline in the business for UKG, following its creation through the $22 billion merger of Kronos and Ultimate Software in 2020, now looks to be over.

So the great growth story here looks to be very much intact, and the year ending 30.4.24 is looking like it will be a strong one.

TRP's interim results are due by the end of September.

Last year they were released on 30th. September:-

30th Sep 2022 7:00 am RNS Interim Results to 30 June 2022

https://www.lse.co.uk/rns/TRP/interim-results-to-30-june-2022-8trhn7299ria2u2.html

The day before, TRP closed at 0.195p.

Then on Monday 3rd. October 2022, TRP closed at 0.28p, i.e. nearly 50% higher.

Results statements can give a 'taster' of expected imminent news to come, which if delivered can result in a 'staged rise', which can be bigger and stronger as a result.

Of course the news has to be delivered, and things tend to take longer than people expect, but that can make the eventual rise even better, if the s.p. drifts down in the interim.