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Phew! That was some scary price action today.

Surely now we can head a bit closer to 30p?

Where did you get the 50% downside from?

pure guesswork.

@Futurehire

You forgot to upgrade your AI ;)

the Sainsbury’s takeover of Home Retail Group (HRG) was effected by a scheme of arrangement. Here’s the evidence:

• The Scheme Document for the deal clearly states that the acquisition is “to be implemented … by means of a scheme of arrangement … under Part 26 of the Companies Act 2006.” 

• The RNS announcement confirms that the “recommended Acquisition … will be implemented pursuant to a Court-sanctioned scheme of arrangement.” 

• According to Sainsbury’s interims, “the Group acquired … Home Retail Group plc … by means of a Scheme of Arrangement under Part 26 of the Act …” 

• The merger was completed on 2 September 2016, after the scheme became effective. 

So, in short: yes, Sainsbury used a Part 26 scheme of arrangement to acquire Home Retail Group.

@Futurehire

Under the UK Takeover Code, another bidder can still come forward at any time up to the moment the scheme becomes effective — i.e. until the court order is delivered and registered. Ie until the Court Sanction meeting in 2026.

Someone else commented “this has never happened before”

Wrong again

This exact scenario has happened before (for example, the bidding war for Sainsbury’s Home Retail Group and others under the Code).

Why is it too risky now? This is the best time.

With lenders pacified once Sidara coughs up $250m and Wood gets in with its business, the rival can come in at leisure. All they need to do is pay Sidara back $250m once shareholders accept the better offer. Its risky time for Sidara now they are locked in.

Nope! A rival can come in any time up to Court Sanction date in 2026 (not even set yet!)

That’s an unusually long gap between a Yes vote and Court Sanction so anything could happen.

We will find out soon but normally:

✅ What normally happens in a farm-down

A farm-down (or farm-out) is when a company sells part of its working interest to another company.

Typical consideration includes:

1. Cash payment up front (most common)

This is the standard model.

The buyer pays the seller cash on completion for the percentage of the asset they acquire.

2. Carry / promoted terms

Buyers often agree to pay some or all of the seller’s future development costs, such as:

• drilling costs

• seismic costs

• development CAPEX

This “cost carry” often forms a large part of the economic value to the seller.

3. Optional contingent payments

These are not mandatory, but sometimes included:

• milestone payments (e.g., at FID or first gas)

• production-linked bonuses

• price-linked bonuses

• royalties (rare in PSC countries like Indonesia, because the government already has a take)

❌ What is not typical

Sellers do not generally remain and receive “a percentage of profits” on the piece they sold.

Once they sell the interest, they give up:

• that share of production

• that share of revenue

• that share of profits

Unless they specifically negotiate a royalty or production bonus — which, again, is not standard for farm-downs in SE Asia PSCs.

🧩 How this applies to Empyrean (EME) and Mako

If EME farms down (sells) its 8.5% Mako interest, it would normally receive:

• Cash upfront, plus possibly

• A carry through development, and/or

• Small contingent payments at milestones

It would not keep receiving a share of profits from the portion sold. It keeps only the cash and whatever remaining working interest it did not sell.

Stella lol, get some maths lessons mate.

“Following Admission, the Company will have 5,719,672,441 Ordinary Shares in issue”

Here’s some homework for you, at a Mcap of £69m what would the share price be per share?

So don’t rush to sell all your shares if vote is yes on Monday and the sp goes near 30p

Leave some for the unexpected because this is an unusually long gap between the vote and the Court approval. Plenty of time for a rival to come in and get the party started.

As per UK takeover code a rival bidder can come in any time until the court approves the deal. As per RNS the court date is in 2026. And if a bidding war emerges that date can be postponed.

⚖️ 2. When a rival bidder can still intervene

Under the UK Takeover Code, another bidder can still come forward at any time up to the moment the scheme becomes effective — i.e. until the court order is delivered and registered.

• A new bidder could announce a competing firm offer (Rule 2.7 of the Code) and force the Takeover Panel to open a competitive situation, which would pause Sidara’s timetable.

• The Wood board would then be required to consider the new bid and potentially adjourn or delay the court hearing to allow shareholders to consider it.

• This exact scenario has happened before (for example, the bidding war for Sainsbury’s Home Retail Group and others under the Code).

So yes — a rival bidder could appear any time before the court sanctions the scheme, even if the shareholder vote was already “yes.”

🧩 1. What happens after a “yes” vote

When Wood Group shareholders vote “yes” to Sidara’s offer (expected 17 November 2025), the deal still isn’t completed.

That shareholder vote merely approves the scheme under Part 26 of the Companies Act 2006.

After that, the process typically involves:

1. Court sanction hearing (the “court meeting”) — to formally approve the scheme.

2. Delivery of the court order to Companies House — this is when the scheme becomes effective.

3. Only then does Wood legally become part of Sidara.

Until that last step, Wood remains a separately listed company.

ESSEX, no, WG will not cease trading if vote is YES.

Wood will cease trading if Court approves the sale in 2026 because from that point Wood will be private.

“It is still expected trading will cease again when Wood is taken into ownership of the privately-owned company, Sidara.”

Hard to rule anything out in these crazy dirty markets, but hopefully whatever they do they wont be able to tank the share price if good news of a farm down lands on Monday morning.

Sometimes a placing doesn’t tank the share if the news is overwhelmingly good.

For me definitely. If I can get out below 30p with a small loss or even break even I will. The opportunity cost of being stuck in here for another 3+ months is too much for me. There are so many other good stocks with opportunities and things developing soon I wouldn't want to miss out for the sake of a few pence more.

The vote is on Monday 17th, so could be that day, or next morning RNS?

Why US, EME is not listed in the US. And Conrad is listed in AUS. So look out for 11pm tonight on ASX.

Weird that Notrust are selling now with news imminent.

Total shares outstanding is 667m

A rights issue is usually at a discount, see RR. From a 22p level unfortunately 10p would be the highest we could expect.

Why raise £150m? Better to model the $250m that Sid are proposing to inject straight away if the vote is yes. That would be £190m.

Or 1.9b new shares.

280% dilution

“ total sale of the 8.5% interest EME has in Mako won't even cover the Company's debt that stands at about $15 million today.”

ChatGPT disagrees with you, conservative estimate at only 40% netback is $25 to $35m