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Assuming the founders don't vote again then maximum as things stand 68.4% can vote at next vote.
Boo own 26.6%, that is 38.9%. However Moulding and Kamani own private shares so it's not clear how big Boos support is?
With management shares diluting us by 3.4% upon re-listing I suppose it must mean around 70.72% can vote by my convuluted calculations (again assuming founders abstain).
This would mean boo in terms of the shares we know about would have 26.6/70.72 = 37.6% of the eligible vote.
Therefore the founders not voting with boo is quite a game changed as they are not as firmly over the 50% line (though depends what private holdings connected individuals have).
DNWill you tend to always point out that you are a six figure holder but only ever post bearish posts on Rev B.
How is it going to tank on re-admission after just posting 60% sales growth on Q1? Also is currently priced at just 19p due to lurking fears of 0p going into suspension which have now abated.
The founders abstained. If Bob can find another equity partner by late July/early Aug to take on say 5-10% of Rev B as new shares for a price (hopefully a higher price than here assuming the sp responds well to 60% sales growth q1 etc) then it should be enough to block boo when you also add Bob et al 3.4% management incentive shares.
On the positive side it looks like the founders abstained based on the number of votes, so maybe they are not loyal to boo but perhaps boo with Moulding and Kamanis private stakes still have majority when out of 68.4% (founders hold 31.6%).
This is good because it would mean less dilution is needed by late July/Aug for Bob Holt et al to block them than if founders were with them.
Clearly the founders were voting with boo, but we're meant to believe they never communicated with each other about this (as if they did communicate they broke the rules coz it has to be made known publicly as acting in concert).
Could be oculus...perhaps the issue with re-listing is actually the 3.4% dilution management incentive shares/bonus due to come into being on re-listing as if there is uncertainty as to who will be management it is obv harder to justify management incentive shares.
Could add that even with all those negative points I described it would only get them 58% of the company, would still have a further challenge to get the 42%. What if other parties make takeover offers? Boo wouldn't be able to control that.
If in on the day/the days following re-listing this gets to say £1 or over and boo or the founders buy even 1 share at that price then the takeover panel would deem that they are bound to offer all other shareholders that same price as a minimum for the following year.
Obv they could go the other route and try and manipulate it into administration (which seems a lot harder after that Friday rns) however in that scenario they wouldn't have any control over who buys it out of admin. They wouldn't have any advantage, as their own shares would have become worthless too.
Hopefully boohoo can be persuaded to join the light side. There would be benefits for this:
- I.e not having to dilute boo by 25% odd to compensate founders for losing the potential of their large Rev B holdings that are primed to re-rate (don't think boo could use cash their only real cash is their revolving credit facility).
- Not losing the potential of their own £15 million investment.
- Not having to convince their proposed directors including Rachel Horsefield to be part of some kind intentional destruction of value (if this is to be believed) in order to be bought cheap. Surely these directors all have egos and are career driven and wouldn't want to preside over what we be viewed as failure? (not even sure how possible this doom scenario really is but is obv given as a worst case scenario and was alluded to in the Rev B rns but maybe was just overly cynical to persuade ppl to vote for Holt et al?)
- Not risk legal issues if it appears they have acted in concert but haven't publicly proclaimed to be (especially if they are acting in concert to gain control with the very founders who had to step down for fraudulent activities).
- Not have no-one ever trust their management again. Bob Holt made it sound like they had basically doubled crossed Rev B.
Boo can only buy more at whatever price there are sellers. I can't see there being that many sellers that would help them buy in bulk after just released 60% revenue increase for quarter 1 and launch into walmart during suspension etc.
A high sp on re-listing would make it harder for boo to try anything dodgy imo and make them have to pay a fair takeover price if that is their true aim.
Plus Bob and co management incentive shares would kick in at 3.4% on re-listing, and technically speaking they would have till Aug 7th as latest when they would have to do the vote boo proposed in which to potentially do a raise to try and frustrate boo (even if obv that wouldn't be the official reason given for the raise).
Therefore I think now with that great Fri that it would be better to be back trading.
Obv not sure how it will play out though, haven't heard much about the capital markets day proposal recently.
Kn0wles if you look through it was a mixed rns though with zissman saying all this will do it delay things etc.
Even the "in isolation" quote reads to me them saying if it wasn't for boo we could have re-listed within days (i.e prob end of last week).
What they didn't make clear is why the boo rns would delay things.
Though in the same rns and also the Fridays rns they have the "on the cusp" line, so quite mixed messages overall.
Rev b would have great momentum if it can relist soon after those great figures in the Friday rns imo.
I don't think it's a simple as taking over for peanuts when according to last rns is performing very well, much better than boohoo are doing.
If they can take it over in this way then why doesn't it happen more often? Why don't over 50% investors take over companies then rob the under 50% investors all the time? It would be a little earner. It could just as likely happen to boohoo.
Obv in terms of actual takeover vote they would need 75% rather than 50%.
After such a great rns on Fri boo would need to offer a fortune in boo shares to the founders (diluting boo holders) to encourage the founders to forego the likely rise in their holdings. The founders together would then own potentially 20-28% of boo and boo also wouldn't get the rise on their £15 million holding. They would then own 58% and would need 75%. Assuming it would re-list before such a vote Bob Holt and team management incentive shares will dilute by a further 3.4% on relisting.
If boo and founders are indeed in concert together then technically speaking this isn't allowed unless made public and they takeover panel would insist they have to make an offer to all holders.
Also if boo actually buys the founders shares off them the takeover panel would insist they offer all shareholders the same price paid to the founders at a minimum.
Bob Holt could hopefully have the power to try and private placing as a last resort by early Aug if the still believed boo were to be hostile rather than collaborative.
Lets hope so Andrew, as I said before whether boohoo were indeed planning on a big move or not they created some uncertainty and would have been primed to buy as soon as it opened. Maybe Bob H was wary of that, following that rns on Fri there will be a lot more general buyers and over the weekend there's been more time for the results to be read in news etc.
Management was going to dilute by 3.4% as incentive shares anyway on relisting and seemed able to do this without seeking permission, therefore clearly they can allot shares despite the company rules having expired.
Plus they could legitimately argue they wanted to block the former founder who had committed fraudulent activities from gaining control of the company again and therefore acted to protect shareholders (only way I can see boo has the votes for control is if they are in consortium with the former founders).
I posted about that yest ajc2. From what I understand normally the board are authorized to be able to offer non -pre emptive shares (shares that go to one equity investor not to all holders in proportion to their holdings) but only up to certain limits.
Rev B had the standard availability to dilute for 5% for general and 5% for acquisition. However from what I can see in the IPO admission document, all the rules for Rev B board expired 15 months after IPO. Obv normally they would have had an AGM to vote for new ones but it's been delayed due to the delayed accounts. So it's not clear where that leads them. However in late 2022 the general guidance on non pre emptive shares changed to advice that companies could dilute up to 20% in this way, rather than 10% as before. Maybe this means Rev B could argue as this is the general rule and they are now in an unusual position they could therefore dilute by up to 20%?.
I also wonder even if stricyly they couldn't, what if they just...did it anyway? If it meant not losing control to a malevolent consortium it would still be a worth a law suit?
"The PEG’s 2015 principles restricted companies to seeking authorities of no more than 5% of their issued ordinary share capital (ISC) for general purposes, and a further 5% of ISC to be used in connection with an acquisition or specified capital investment. Those figures have now both been raised to 10%. In addition, companies can expect shareholder support for additional amounts of ‘2% + 2%’ respectively to be used for the purposes of making a follow-on offer to retail shareholders.
The ability to issue up to 20% of ISC for any purpose was approved temporarily by the PEG during the initial stages of the Covid-19 pandemic, subject to many of the same conditions set out in the revised statement of principles. That this was generally perceived to have been successfully implemented by companies has led to the increase in the limits on a permanent basis."
https://www.pinsentmasons.com/out-law/analysis/freedom-non-pre-emptive-uk-share-issues