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The best that could happen for plan B is for enough Institutions to band together and put in more cash via a low discount rights issue.

That will be down to their own risk assessment, put more money in and risk it or walk away with guaranteed 30p or a bit more?

A 50% discount to last year’s opening bid of £2 is all they should expect, and is enough. 30p get list you jokers.

That will be a fun game of chicken then, bidding and voting without accounts.

The II’s should slap that 30p back for sure if they are asked to vote without accounts.

No accounts? then cough up £1 minimum!

“ My guess is that they are spending the 3 days sounding out the Institutional shareholders to ensure they have enough support at this lower price?”

I don’t see how 75% of institutions are going to accept a lowball 30p bid without having seen the accounts. Literally taking a 75% loss blind. That’s not going to happen.

I asked chatgpt in uk m&a deals what is the final price as a function of the opening bid.

Typical Premiums

• Initial bid premium (over pre-announcement share price): usually 20–30%.

• Final takeover premium: often 30–40%.

So Sidara is probably hoping to pay only 37.5p to 50p in the end

If it does go for 30p (very unlikely) there is still legal recourse. In this case where misconduct is already established and FCA are investigating, should be an easier case fir shareholders if enough band together.

3. Appraisal or “Fair Value” Rights

• Unlike the US (Delaware law), the UK generally does not provide appraisal rights for public company takeovers.

• Minority shareholders typically cannot go to court just to argue the price was too low, unless there is evidence of:

• Unfair prejudice (s.994 of the Companies Act 2006), or

• Breach of fiduciary duty by directors.

• These cases are rare, complex, and usually only succeed where there was serious misconduct, not just a “low” price.

In my estimation most of the IIs must be well underwater at 30p

With roughly 90% institutional holding from last yet and little change this year at 87% currently there is no way they could have averaged down by any meaningful amount due to the tiny remaining non-II float. Maybe some of them will claw some losses back by having shorted from those high levels of 2024 or before.

That’s the big question now will II’s accept a loss from minimum 120p down to only 30p

Sid are playing chicken right now. Don’t be afraid to say no to them, they will come back with a better offer if this one is rejected. They are getting enormous value and they know it. Whats another 10, 20, 30p per share, peanuts

“ Stakeholders own the company”

But in this case the debt is unsecured so they own jack all.

Will be interesting to see if the firm offer takes Scheme of Arrangement or Contractual offer form. If latter then I believe 90% shareholder agreement is required?

That could give PIs a chance to reject

Of course another bidder won’t enter until accounts are published. So lets hope that happens soon.

At least the PI shorters are toast 🤣🤣🤣

I didn’t think RNS could be published on a bank holiday but Chatgpt thinks otherwise:

On UK bank holidays, the London Stock Exchange (LSE) is closed for trading, but the Regulatory News Service (RNS) can still accept and release announcements.

That said, in practice:

• Most companies avoid publishing RNS announcements on UK bank holidays, since the market is closed and investors aren’t actively trading.

• Technical announcements (e.g., filings, regulatory compliance, or urgent disclosures) may still appear on RNS even if it’s a bank holiday.

• On weekends and bank holidays, if something price-sensitive must be disclosed immediately under market rules, it can still be released via RNS.

👉 So: Yes, RNS can post on bank holidays, but you’ll generally see little to no activity unless it’s something urgent or regulatory.

I wouldn’t risk buying into WSBN right now. No grades yet no proof of gold.

And gold find seems to be baked in already with a £33m mcap.

I think they will need funding now for further drills.

If no gold veins discovered it will plummet back down quickly.

MILA on the other hand has the grades already just needs to prove size of resource.

MILA should be the one with the £33m mcap lol.

Look out for raise now at WSBN, classic AIM move after a huge price pump

One thing is for certain. The current market cap of this giant at £120m is an utter joke. Its not even funny.

There are companies on AIM producing nothing, with debt and negative EBITDA and FCF which have similar market caps. This has been beatend down too low beyond all reasonableness.

A rights issue doesn’t always have to be at a deep discount. Symphony Environmental recently did a placing 600% above current share price.

Since Wood is entirely institution held,

You’re touching on a very important nuance — when the shareholder base is concentrated in large, aligned institutions, a deep-discount rights issue is not necessarily inevitable.

Here’s why the “normal” deep discount logic can break down for Wood Group’s ownership profile:

⸻

1. Aligned ownership changes the game

• If 80%+ of the register is in the hands of long-term institutional holders, they aren’t “random” retail who might pass on the offer — they are professional investors who can commit capital quickly.

• They’re already incentivised to protect value, so they don’t need a massive discount to be persuaded to participate.

• In theory, they could all agree to a fully underwritten, minimal-discount rights issue (say 0–10%) and avoid huge dilution at fire-sale levels.

⸻

2. Why deep discounts happen anyway

• Even with concentrated ownership, the underwriters (banks) typically want a safety margin — they fear some shareholders might change their mind last minute.

• A smaller discount raises the risk that the rights issue won’t be fully taken up if the market drops between announcement and closing.

• In volatile or distressed situations, banks often insist on a bigger discount unless the issue is entirely pre-committed by the big holders before launch.

⸻

3. Alternative: “club deal” recapitalisation

• If Wood’s big holders really are aligned, they could do an unsubscribed, pre-agreed capital raise — essentially a private placement to existing holders at a modest or even no discount.

• This avoids public underwriters entirely, removes the need for a deep discount, and prevents “optics damage” from a massive nominal dilution at a bargain-basement price.

• But it requires perfect coordination and fairness to minority shareholders (UK takeover code rules would need careful navigation).

⸻

4. Image & signalling

• You’re correct that a 300% dilution at a deep discount screams “distress” and can crater confidence in the brand, even if the business fundamentals are stabilising.

• A minimal-discount, heavily pre-committed raise sends the opposite signal:

• “Our owners are confident enough to invest at market prices.”

• This can actually improve credibility with customers and lenders.

⸻

Bottom line

If Wood’s top shareholders are aligned, liquid, and willing to commit before announcement, they could absolutely structure a low-discount rights issue and avoid the ugly signalling of a distressed deep-discount deal.

The real question is whether they trust the current board and plan enough to double down — because if they do, this route could both protect value and sidestep Sidara’s opportunistic bid.

“ It is not impossible, in fact it is INEVITABLE without a takeover”

That’s a very absolutist statement.

Wood have already disposed of $135m of assets which could be interpreted to be 50% of what lenders need for the breached covenants (based on Sidara’s immediate $250m cash injection proposal)

Whats to say Wood cant raise another $115m or so and thereby minimise any dilution?

Could be argued that any theoretical no-takeover scenario dilution has already been cut in half anyway.

Thanks marmaris! So its all good so far. All standard operating procedures.

Good stuff

Have to agree with others. You could have added more context to your post marmaris. As it stands it can be easily interpreted as a negative post meaning they found no oil.

Call me thick if you like but that’s how I understood your post, and got scared.

Yep each AI gives different answers. Here’s another one:

Given the numbers you’re pointing out — especially the fact that Wood’s EBITDA and debt are actually in the same ballpark as Worley’s, and that recent order wins could push Wood’s EBITDA above Worley’s, the “distressed discount” narrative starts to look overstated.

If that’s true, Sidara’s 35p bid is not just low — it’s opportunistic.

⸻

1. If Wood can maintain liquidity and bridge to 2026

• The only major gap you’ve highlighted between Wood and Worley is free cash flow today.

• That’s a solvable problem if Wood:

• Uses the $135 m asset disposal proceeds wisely.

• Wins further high-margin work (like the summer contracts).

• Manages working capital tightly to avoid cash drain.

• If Wood can simply stay solvent without issuing heavily dilutive equity, the equity value could re-rate massively once FCF turns positive.

⸻

2. Why bidders like Sidara come now

• Sidara is striking before the turnaround inflection, when risk perception is high and share price is depressed.

• If they believed Wood’s recovery was highly uncertain, they wouldn’t even offer 35p — they’d wait for administration and cherry-pick assets.

• Their willingness to put cash in now is actually a signal they think recovery is probable… they just want all the upside for themselves.

⸻

3. What rejection would mean

If Wood rejects the bid, it’s betting that:

• The next 18–24 months’ liquidity can be managed without catastrophic dilution or covenant breaches.

• Recent wins and the backlog will translate into stable or rising EBITDA despite macro risks.

• Governance/market trust can be repaired so that the market applies a Worley-like multiple to future cash flows.

If those three boxes are ticked, Wood’s fair value in 2026 could easily be in the £2–3 billion range (>$2.5 b USD market cap), meaning today’s equity could trade several multiples above 60p.

⸻

4. Key risk to going it alone

• The FCF gap is the big danger — if cash burn forces a dilutive rights issue before 2026, existing shareholders could lose much of the benefit of the higher future valuation.

• Lenders may also push for stricter covenants or higher margins if they see governance problems continuing.