Member Info for ivorgriffiths

Snapper and Tony99 are incel trolls with MPD and sprained wrists who look at porn all day, sitting in the dark and have no friends. They hate everyone bust especially themselves as no matter how much they want to they have not got the guts to top themselves. Just filter them.

A D4E agreement in principle had been reached, albeit with a minority of creditors, so probably had to be reported. A BOD could report a lot more than that if they want to. I am saying they do not actually have to report very much at all. But of course they have to report a delay to the accounts and a suspension. Clearly these actual events, rather than a “chance” had to be reported per regulations. But discussions about these matters are not required to be reported although they could tell us if they wanted to. Unexpected rises in share prices are not something a BOD must police that is what the FCA does.

The fact they are not reporting any interest in acquisitions is not to say there are none and there have never been any or even that discussions are taking place. Rumours can be manufactured to manipulate a share price unless the rumour is spread by an insider it is not a matter for the company although they could put a statement out if they wanted to or were advised to.

The regulation is clear. Chances are rumours and do not have to be reported. Negotiations occurring after an informal approach may have to be reported but could be kept confidential. What happens in the context of one company does not necessarily dictate what another has to do. The BOD at Petrofac are on the edge of wrongful trading and will be taking legal advice at every turn. In reality BODs do not have to report very much at all. Even when they get it wrong nothing happens unless insider trading has occurred ( and can be proved ). Silence means nothing in reality. The BOD may be in confidential talks and are entitled to have them.

Paul

The Market Abuse Regulation is primarily designed to prevent insider trading. If something is considered to be 50/50 the regulation does not apply. A concrete, funded offer? Yes. An approach, say, from me, by email, offering £5 a share? No. Tentative approaches? No.

The guidance talks about trading when an offer is made before it is notified. Discussions are not notifiable, confirmations or denials of rumours are not generally required. The belief of the BOD that there is the chance of a takeover is not required to be reported. Insider trading can occur when rumours are reported and would be considered market manipulation.

None of us know anything other than the value of the shares and the bonds. Both are not good and a takeover would solve many problems. But the real obstacle to progress is the BOD. I cannot see lenders giving them any more money and 60% of them agree with that!

PC

This is incorrect:

“If any takeover option suddenly materialised PFC would have to update the market immediately since they have said the opposite.”

If a formal takeover offer is rejected it does have to be disclosed. If it is not a formal approach it does not have to be disclosed. Insider dealing only occurs if there is actual dealing. The wording of the regulation is not precise. There could be many discussions going on concerning credit, D4E terms, merger, takeover, MBO and so on. The BOD do not have to give a running commentary and much discussion will be confidential. They do not have to confirm or deny rumours or address them in any way at all. If no one privy is dealing or encouraging others to there is no insider dealing.

There will either be a D4E, a takeover or steps taken toward insolvency and indeed all three may happen.

In any event if the balance sheet is repaired the overall value of the business will be reflected in the share price. It is not so reflected at the moment.

I cannot understand why we cannot all discuss matters without being snide, rude or insulting.

Specsavers? Really?

So jealous. And really sad. 😂

Maxdba

Any takeover will likely be hostile as the BOD are clearly useless, so a white knight is extremely unlikely to emerge to save them. Companies have recovered from chapter 11 due to specialist hedge fund intervention. It is not unknown.

The fact is that on Friday:

"By virtue of not having paid the interest coupon under the terms of its senior secured notes of US$29 million on its due date of 15 May 2024, the Company is in default. The grace period for this payment expires on 14 June 2024, after which time, if not remedied, a sufficiently large group of noteholders, being above 25%, could initiate enforcement action."

Could, but won’t. Short positions are taken for many reasons.

As has been said the outcomes are D4E, insolvency or takeover.

Petrofac are hardly paragons of virtue but the BOD will be careful to avoid wrongful trading, any possibility of allegations of insider trading and will follow advice. But they do not have to provide s running commentary or deny rumours or confirm them.

The D4E option is looking less likely than preliminary steps being taken to wind the company up. But the creditors have serious issues with enforcement and jurisdictional issues as well. The near junk status of the bonds confirms that.

Time will tell what manner of duck we end up with but hopefully our goose will not be cooked and burnt to a cinder.

Trading volumes are still high though. PFC ADR still holding its own. Interesting.

Hi clearview

I agree a buyout would be best but a well structured D4E could be a reasonable outcome. Some say Petrofac must report on informal takeover/buyout talks. But they did not deny the reported rumour, the BOD will be careful to follow legal advice. They do not have to report on every rumour or informal back channel discussions any more than they have to report the ongoing negotiations with creditors.

There is more than one way to skin a cat, as they say. The actual and real value in the business will determine the outcome.

Clickit

“Azvalor, Hambro…. are they really not going to protect their investments ….”

I am sure that is at the forefront of their minds. They k ow the business has value that is far higher than the share price reflects and so they do not want a D4E and a takeover will simply crystallise their losses given £1 a £2 is the best they will get. A D4E is probably better for them as they are in it for the long term. They are probably negotiating the price to put on the shares and the interregnum length between getting the equity and being able to trade it. So, say they a agree 30 and no dealing for 12 months. The shares in circulation hit 60 pretty quickly, the business returns to profit. Bu the time the equity can be traded the SP is at 1.25. A large dump of equity sees a short term dip to, say, 75. But no debt, more contracts, more profit and the value of the business hits a couple of billion in eighteen months.

All sorts of options here if the due diligence actually shows the recent contracts have real value and so the business is vastly undervalued by the market. If it is not undervalued why would creditors even consider haircuts and a D4E if a winding up secures their money? Errr? Exactly. A takeover would be nice but a properly structured D4E could be just as good.

I still think a takeover is likely but may come after a D4E, depending on its terms.

PC

There is nothing nonsensical about it. The bonds are at a junk price because of the likelihood of insolvency. A takeover approach only had to be reported if it is an official approach. Talking to major shareholders is just talking. A D4E at the level you suggest is technically possible but not likely. There is significant value in the business and a takeover is the only real solution. Time will tell. No need for rudeness though. I am betting on a takeover, so?

The BOD are the cause of the uncertainty. The creditors are unlikely to want to deal with them by giving them more money for shares the BOD have talked down in value, especially following the contrived suspension. The RNS that talks about D4E has been superseded by the going concern statement. The “security” for the debt is difficult to enforce without the co-operation of the BOD who are under threat if there is a takeover. A D4E will need a court order and 75% of creditors to agree it not 40%. September or October is the earliest they can do that. A contract is likely to be pulled on the 16th June which will require an RNS and may well lead to insolvency proceedings if the BOD allow that to occur. The Petrofac group of companies is worth between £1 and £2 per share on the basis that they will return to profit this year which is suggested in the going concern statement. A D4E would not be agreed at 10 or 15 per share. Having said that a takeover of some kind is the only real solution to the looming insolvency. That’s my gamble anyway. But as always DYOR.

PS the bond price reflects the likelihood of an insolvency consequent upon the majority of creditors not being agreeable to a D4E and effectively holding out for a hostile takeover. Hostile to the existing BOD that is, that is why the BOD is the problem.

Europhil

He is narked because he bought in at 30 and sold at 15 after bottling it the day the shares were trading again. Poor europhil who was a power ramper before he ran away is now very, very jealous that a takeover is being taken seriously as an option and the trading volumes are very high as a result.

Talk about sour grapes. Sheesh I wouldn’t show myself up as such a fool and now a trolling fool with no money. Aww.

It’s the game dude. Win some lose less is the idea europhil, you got it the wrong way round. A takeover will be good for equity and bonds so what’s not to like about the possibility.

If there is a dilution before the takeover. But if there is interest now they would be talking to lenders as well to try to keep the facilities or buy the shares and pay the debt with new debt. £1 - £2 per either way. DYOR.

PC

It does not imply the bonds are junk it confirms it; one lender might have some leverage but the group has many subsidiaries and it is the subsidiaries that will owe the money, hence they want to shift all the debt on to the whole group so the creditors ate not enforcing inside and outside the UK against a legal entity of straw and spending all their money on lawyers and forensic accountants. Pari pasuu? Good luck with that if there is a wind up. The BOD won’t make it easy, they are fighting for their lives. A takeover is in play. Either that or insolvency.

Europhil

I know you bought at 40 and sold at 20. But I have to say I bought in because there are two alternatives: a takeover or insolvency. D4E? Would you give up whatever paltry security you have on your money in exchange for more debt that is effectively secured on the skill of the current BOD? The same people who have talked the share price down and have managed the group’s decline? Not likely is it?

The most telling passage of the going concern statement is that the creditors want a “single point of enforcement” and a stress test on the group’s break up. In other words the bonds are not considered easily enforceable and if they are only against a straw legal entity.

The bonds lack of easy enforcement explains the lack of value in the bonds as opposed to the increase in value of the shares.

For both bond holders and shareholders, as well as the group, a takeover is the only defence to insolvency. Defaulting on a contract guarantee is likely to force matters. I originally bet on a takeover and still am. Cashing out now would be madness given the real value of the group. Even £2 a share is a steal and the market knows it.

The problem is the BOD.

The accounts did not need to be late. The BOD knew the shares would be suspended if they were. The going concern statement is incredibly negative and talks about a break up, stress testing this scenario, that scenario, talking about insolvency and how close to that black hole they are .

Why? To create urgency. What sells? Benefits. What closes the sale? Urgency.

The BOD are out after a takeover so it will be hostile. Any direct approach is informal at the moment; it may be informal. If no one with inside knowledge is trading it is not insider trading. Although the ADR price went up 1000%. To me that is more likely insider trading and if it is it is not because a D4E is likely, especially when they need 75% of creditors and have 41% and even then they need a court order. The BOD need a D4E to keep their jobs. Everything they have done since December has pushed the price down. Why? because they need a D4E to keep their jobs.

Petrofac is a prime takeover target: massive order book, niche business with decades of life in it (not tech n other words) and it is massively undervalued because the BOD need a D4E to keep their jobs.

The BOD ate the problem. The problem is solved by a takeover and so that is what the market will get.

It’s a tough break for many rampers on here lime europhil amd Omars, but mary, me and others have backed a takeover all year and we are right. There is no other solution so if you have an average under £2 hold bit as always DYOR.

The bond price is a red herring. If a D4E was the only solution it would have happened by now.

Clungeseeker

I agree. I tend to study how the market behaves and I just cannot and could not, when I bought in, believe that the market would not firstly fire the BOD and takeover Petrofac and secondly reflect it’s true value. I think £1.25 - £1.75 would be a bargain and in years to come much much more. The market will not let Petrofac disappear, it is technically bust now according to the going concern statement. Next week should see real movement. The volumes are massive as they were for the ADR which is now adjusting as shares can be bought in the UK.

Europhil

bought in at 35 and sold out at 15? That’s not a profit dude it’s called a chicken run and losing your balls as well as your shirt. If nothing happens by the 16th they will be bust. I realise you are not the sharpest chisel in the box and are very cross at mossing on the takeover news and change in status to strong buy, but if you had made a profit (we know you haven’t dude, you were ramping away at 30) you would buy back in. Losing is painful I imagine. Never mind just keep insulting people who haven’t bottled it, eh?

There is much evidence of an outside interest. A takeover will be for cash. The new owner will have a new BOD, significant liquidity and a mountain of cash. Lenders want to lend and earn fees doing that. They will simply renew the credit facilities. A takeover will involve a cash offer for the shares, paying off the existing BOD - who have recently and unnecessarily contrived a share suspension - as well as renegotiating credit facilities. They could do all that for £500,000,000 easily and acquire a company with significant long term value. A takeover explains a good deal of activity that has occurred. The BOD would view it as hostile which also explains a good deal. Between £1 and £1.75 in my view. We’ll find out next week. The BOD are the problem now.