RE: As expected30 Dec 2017 12:46
I have been doing some desktop research on the takeover code. My assessment is the following and I caveat this heavily because I am not a lawyer (although I am a chartered accountant, chartered director and company secretary). I also own over 700,000 shares in Premaitha.
Third party makes offer:
Third party can make an offer at whatever price they like to secure the approval of board and shareholders. Offer must also be made to TF for its warrants. If price exceeds exercise price of warrants third party pays offer price less exercise price of warrants. If price lower than exercise price third party doesn't need to pay anything for the warrants.
TF makes offer:
TF can make an offer at whatever price they like to secure the approval of board and shareholders. Their warrants are irrelevant because they are their own warrants, they haven't paid anything for them and they haven't exercised them to buy the shares. If they exercised the warrants and bought the underlying shares then they would have to pay the same price to all shareholders, but where is the incentive to do that when the market price (and probably takeover price) is significantly less than the exercise price?
In my view the price of the warrants is a red herring and not relevant to the price an acquirer would have to pay to buy Premaitha given the market price of 5p and the legal and funding uncertainty. People talk about a fair value of 20p but this is nonsense if we are not a going concern and can't pay our bills without the support of others. If the legal hearing at end of January goes against we are worthless.
If a third party or TF bid for us they would probably pay not much more than the current price. Perhaps our greatest hope would be a bidding war.
Sadly I think our only option is to settle with Illumina before the end of January because the risks are too great in not settling given the potential appeal costs and uncertainty, reimbursement of Illumina's costs and damages.
I'm just trying to be realistic because pinning our hopes on TF's warrants is not valid (unlike Illumina's patents!)