Member Info for NewKOTB

"Yep, but I wouldn’t mind betting someone else will..."

You also need to consider TB wanting to 'lock-up' the market ... even if DARK may not be high on their hit list ( which btw I think they are ) TB wouldn't want a competitor taking the company over either.

Thanks Dickupham, poison pill, hummm not a bad idea, hence why Serica have not put it forward imo.

Now, one thought how to win over us NO VOTERS would be for Mitch to announce another deal that would tick many boxes between now and 27th. A deal that would be dependent upon Tailwind completion too. During presentation he made a point of mentioning several times that the Tailwind deal was not the only deal being looked at atm, a deal that could turn the context of this Tailwind deal on its head. It would however need to a very, very special deal indeed.

aimo & dyor

BattleFIS,

Your NO VOTE will go along way to stopping this deal. You are not alone !

Thanks, atb

BB,

Very much my thoughts too. I was glad Mitch confirmed no more cash will be withdrawn in reply to my question. However on balance, my vote will still be NO due to unease of Mercuria et al acquiring 28.9%

Sumo & dyor

Trades over £100k majority of which occurred during today's presentation :

tradeTime currency price volume tradeValue type micCode tradeType venueOfPublication
2023-01-10T15:02:33.337 GBX 270 425000 £1147500 Off-Book SINT P LRGS ECHO
2023-01-10T15:02:40.950 GBX 270 400000 1080000 Off-Book SINT P ECHO
2023-01-10T13:43:55.000 GBX 270 344451 930017.7 Off-Book AIMX P AIMX
2023-01-10T14:34:52.807 GBX 271 75000 203250 Off-Book SINT P ECHO
2023-01-10T16:35:00.230 GBX 270 66412 179312.4 UT AIMX P
2023-01-10T14:39:16.410 GBX 270 59787 161424.9 AT AIMX P ALGO
2023-01-10T11:03:15.053 GBX 272 54136 147249.92 AT AIMX P ALGO
2023-01-10T17:29:46.000 GBX 272.902 51128 139529.3346 Off-Book XOFF TNCP ECHO

Recording now available :

https://www.investormeetcompany.com/investor/meeting/investor-presentation-224

Mitch, Expecting "rising dividend as price per share ...."

Oh Dear .... that will not go down well with all the other free-loaders .....

Oh, also as Chair Remuneration Committee too !!!

Question:

Why is no other NS player or anyone for that matter interesting in making a move for Tailwinds and its 'game changing' tax losses.

You would have thought someone like HBR with estimated $5.5bn tax bill for 2022-2025 would be breaking Tailwinds door down ?

Guess we all know the answer that that one !

aimo & dyor

Question for Investor Meets presentation :

Given Tailwinds last known cash position, net production (19.5kboepd) and net debt (£277m) one can extrapolate revenue for the ~90 day period from announcement to completion in the region of £122m. Therefore, how much debt are Tailwind expecting to pay off prior to completion and how much cash will be withdrawn from Tailwind in form of dividends or other benefits to either founders or Mercuria prior to completion so it follows, how much cash / debt are Serica actually forecasting to finally come across onto our balance sheet.

flexmw,

Thanks, questions sent .

atb

As I posted yesterday, charm offensive now underway, in "How To Polish A T u r d".

Also, I noted that NO VALUE has been placed on Tailwind ops / etc benefiting from Serica's substantial and in-depth company structure vs their 'enormous' payroll of 20 staff !!!!

PS Still a NO from me .... lets see how the Q&A's go tomorrow, although giving less than a two hour window to post your question/s ( other than if lucky, at time of Investors Presentation ) was a bit off imo.

aimo & dyor

Plus, big, big hitters named as our new NED's.

Guillaume Vermersch & Robert Lawson

I know the market will like these additions but what it also does is ensure Mercuria's iron grip on Serica is complete.

PS Just signed up to on-line meeting tomorrow.

aimo & dyor

Final % notification 8.3 RNS's - total declared : ~68% ( COB 10/08/22) inc BoD's on failure of KIST approach.... wonder how many of these are happy for the deal to go ahead with the issue of +111m additional share capital at ~40% dilution to their holding or indeed how many still hold ?

Abrams Bison Investments 2.9
abrdn plc 3.78 (added since now 4.77%)
Acadian Asset Management 1.35
Allianz Global Investors 1.09
AXA Investment Managers S.A 4.92 (reduced since now 4.60%)
BlackRock 5.03 (added since now 5.45%)
BNP Paribas 1.32
Board Of Directors 2.669
Cairn Capital Limited 1.73
David and Monique Newlands 1.19
David Hardy 10.56 (added since now 10.57%)
Dowgate Wealth Limited 0.12
FMR 0.28
Hargreave Hale Ltd 2.7627
Hargreaves Lansdown 4.63
Ian Alexander Liddle 0.03
Janus Henderson 3.55 (reduced since now 3.52%)
Jefferies International 0.07
JPMorgan Asset Management 4.77 (added since now 5.08%)
Legal And General 0.13
Man Group PLC 2.852
Marshall Wace LLP 1.46
National Petroleum Corp of Namibia 1.1
Polar Capital LLP 2.85
Royal London Asset Management 1.22
Stonehage Fleming Investment 1.44

Goldman Sachs not listed previously, now 3.07%

Latest figures (in brackets) taken from SQZ site although it should be noted Serica for some reason have not updated their listing since October either.

Shareholder Register Analysis – 31 October 2022
https://www.serica-energy.com/shareholder-information

aimo & dyor

Thanks to TigerByTheTail : Post from other BB which covers quite concisely where most PIs' see us atm.

"Only idiots do deals to take advantage of supposed tax losses - they are unreliable and often ephemeral. (I speak as somebody with knowledge). At best, possible tax loss benefits are "a cherry on the cake" kind of consideration.
As for the extra production, SQZ are massively overpaying for it.
And that's without considering the worst part of the deal, which is that Mercuria will effectively control the new combined company. Mercuria are a trading company often described as a "mini-Glencore". Consider that description carefully! If you put your head in a lion's mouth, don't expect it not to bite!
SQZ had two perfectly sensible paths forward - to either milk the existing assets and return cash to shareholders, or to invest sensibly abroad.
Instead we get this deal. If it does go through as proposed, I'd expect the SQZ share price to be under 200p in a year's time, and possibly closer to 100p than 200p. As for the cash pile, that will only be a memory."

I'm not sure about the direction of our SP as it would need very strong headwinds for us to be valued at ~100p (£394m) but not at all impossible given the unknown end game for Mercuria.

Probably see circular issued on Monday / Tuesday imo with Mitch then putting on the charm, presenting, The Greatest Deal On Earth 'show' for main investors, with press and likes of Malcy joining in, ( whom, to-date appear gagged ) following enticement from their paymasters.

NB All but one poster over on the other BB is unhappy with this deal too, has to say something and our BoD should listen.

aimo & dyor

FoT,

Think it's a given that SP suppression will occur via 'associated' Mercuria entities if they wish it to be ( who do you think drove our SP down ~40% for this deal to be announced). Unless we do an extremely accretive deal after merger then given the headwinds currently facing NS players, it will not be too difficult to hide foul-play under the wider macro economics.

What will key institutional holders and probably the Hardy's be shown under NDA's that will convince them to vote YES. I'm sure Mercuira ( Tailwind) have already formed plan of attack to combat discourse surrounding the deal expressed by PI's that any II worth their salt would also question. The results of the voting for/against ( should it get that far) will go along way to confirming or refuting this deal one way or another in my eyes.

aimo & dyor

BB,

"Serica will inherit debt and acquire new debt. The debt will be controlled by Mecuria. The debt is the vehicle to take this private and their will be a change to the terms of the debt the company cannot meet. Debt holders will enact the charge on assets the debt is secured against and good bye little guys...." Totally agree.

It has already been stated in the RNS that debt will more than likely be 'restructured' for the new group (a given afaic) ..... Now also knowing that Mercuria (Tailwind) have no intention of retaining our CFO Andy Bell, (as accidentally leaked on Tailwinds website on 20/12) Jacques Tohme will takeover as CFO, pronto, no guessing who the newly restructured debt will favour once Tohme has the purse strings. Oh, not to mention how much hedging we will takeout to the full benefit of Mercuria of course !

Dickupham,

Absolutely, watch Mitch et al receive massive pay awards, bonuses, LTIP etc etc all on the back of this 'wonderful deal' for SH (LOL), pigs in trough no longer comes close I'm afraid, maybe they should be in blankets !!!
Of course I have no problem if after ~24 months and the new group is doing fantastic, massive SP appreciation, excellent dividends yields, then yes fully reward, but I think we will find massive cash will be given away to Mitch et al at the first opportunity.

aimo & dyor

Infor,

Question for Mitch :

Given the valuation metrics you put on Tailwind's BOE then why don't you put Serica up for sale or indeed further talks with AA or any other interested party.

Using £15boe ($18) / CoH £460M / ZERO DEBT / Reserves ~56mmboe / est Tax Losses £50m would value SQZ at ~£1.35bn or 495p/s

Jam tomorrow vs 495p/s now !!

Currently Mr Market is valuing us at ~50% discount, so in the interest of transparency would it not be a good idea to inform the Market (RNS) of any approach we may receive in the future regardless if you / BoD think it doesn't value us correctly.

aimo & dyor

Info,

Why was Mitch willing to appear be held to ransom ( deal or we walk approach ) giving away 28.9% equity, ~40% dilution when we had cash to do the deal. Over-riding concern for SH / me is the unknown agenda currently in motion by Mercuria et al. Re-negotiate deal on significantly less equity and let Mercuria buy what they like on the open market if they think merger is great for both companies.

D220,

Correct, it certainly reads that way and thanks for pointing this out .... so lets have our board change their recommendation (advise II to vote against), which will go some way to repairing their reputation, vote it down and pay the £7m ..... or, exceed the long-stop date and not put the issuing of 40% dilution of free company shares to Mercuria et al to the vote at all.

"A break fee of £7 million is payable by Serica if: i) the Board of Serica changes its recommendation of the Transaction and the shareholder vote fails at the Serica General Meeting; or ii) the resolution is not put to a vote of the Serica shareholders by the long-stop date under the SPA being 28 April 2023. The break fee will also become payable if the Seller exercises certain termination rights under the SPA"

PS. Notice, no such break-fee mentioned if Tailwind (Mercuria) pull out, then again why would they, absolute cracking deal for them....

aimo & dyor