Member Info for NewKOTB

Visitor,

Wonderful posts and worth others reading if not done so.

For me, like yourself, full clarity on the deal is required and third party confirmation of tax situation is a must. Appears the cash within Tailwind has found another route out of the company, no mention afaics of transfer of this asset at all as part of the deal, so where has this gone ?
ATM, I and the market (SQZ closed 7% down) think Tailwind (aka Mercuria) have got by far the best end of this deal not to mention with addition of ongoing spin-off trading / hedging deals.
There has been a sharp and persistent decline of our SP over the months this deal was being worked on .... hence why we now have to 'give away' 28.9% of newly combined share capital a figure that should have been a lot, lot lower as the SP was clearly driven down for this deal from a high of only little over 3 months ago of >450p.

Weak deal done by weak mgt afaic atm .... they need to prove the deal is a great deal for shareholders and not just a self-serving one.

aimo & dyor

Just how did Tailwind manage to build up $2.57 billion of tax losses for a company that is only a tad older than our BKR deal.

Yep, will not take long for Andy Bell to be put out to pasture, once Jacques has handle on our accounts, give Andy no more than three months or next AGM for re-appointments..... no contest afaic

---------------------------

Jacques Tohme
CFO, Tailwind Energy

Jacques has 18 years of experience in international energy investing and financing on behalf of banks and private funds based in New York. He has worked on investments for various oil and gas ventures, and participated in the privatisations and IPO of national oil companies. Jacques has extensive offshore oil and gas experience gained from projects in the United States and Europe.
Jacques graduated from Columbia University with a degree in Engineering and Economics.

Andy Bell
Chief Financial Officer

Over 35 years’ experience of upstream finance and systems of reporting and control
Has worked with a wide range of upstream businesses throughout his career
Provided financial consultancy to Serica from 2004 implementing systems of internal control and supporting acquisitions, disposals and associated financing
Appointed VP Finance upon signature of the BKR transactions in 2017
Appointed to the Board of Serica as CFO in September 2021

ACW et al kept banging on about our 85% production being gas and the transitional fuel of the future, now today we think acquiring a company with 80% of its production oil, that results in combined group of 50/50 gas to oil production is the way forward ..... really !!!

aimo & dyor

Bit of a stark contrast with Mr Markets response to today's RNS compared to BKR when announced ..... the market does not like this deal, that much is clear...... down 10% so far.

PS SP now almost at the KIST offer price for cash element of 246p ... then of course you would also of had 0.2932 Kistos share for each SQZ too currently worth ~123p.

As for KIST and AA coming back with another offer, given Kistos recent financial restructuring on or after 10th Feb 2023 Kistos could make another approach or prior too by way of another third party making an offer for SQZ. Tailwind deal is expected to conclude in March 2023.

aimo & dyor

QC,

"do find it slightly strange that Mercuria did not want more substantial positions on the combined board...."

Don't think Andy Bell will last 3 months after deal concluded, Jacques Tohme will become new CFO. Mitch would also need to watch his back as Steve Edwards will probably be maneuvered into CEO at some point.

aimo & dyor

QC,

Agree with your observation, esp point 4 and both point 5's ..... "Mercuria is a sharp double-edged sword." and far sharper than our Mgt team I'm afraid as shown by Mercuria acquiring, in effect, 28.9% control of Serica. Getting into bed with your Psychopathic lover springs to mind.

'Psychopaths often manipulate other people to get what they want without scruples, and relationships with them are often very toxic and harmful...'

aimo & dyor

Lets see how Blackrock et al respond to this news over coming weeks / months, that's if the deal gets voted through .... guess the Hardy's have been sounded out already by ACW / MF.... :-(

BB,

"I'm hopefull this will flush out a counter bid...." agree

Likewise, anything ~400p should be snapped up, although full cash offer of >350p would probably do the trick given the turmoil of past 6 months.

aimo & dyor

Will actually be 28.9% control of Serica when you include Tailwind founders share too, woww !

Morning All,

Well, well, well not unexpected I'm afraid, buying NS assets at a time like this ..... really !! As I have posted before, I would have thought Tailwind would be after us, not the other way around. On the surface, not the deal for me I'm afraid.... although a confusing one for sure !

Were Tailwind not looking at more of Shells NS assets !

On the surface, for me this is nothing more than the board ensuring their jobs, although this deal may well make SQZ even more attractive package to others too.

Mercuria as a strategic investor with a 25.2% ..... that will be a problem going forward for our board imo as a strategic investor could easily become an activist one. In essence Mercuria have up-cycled and morphed Tailwind into Tailwindv2 (aka Serica) without the need for a full takeover as their 25.2% will have in effect total control of any voting issues put forward.

Question is, why Mercuria took such a large % and not cash or a BKR styled deal if it wasn't for future financial gain knowing the state of NS fiscal regime, after all they are not a $130bn turnover company for no good reason ! Remember Rockrose done a similar deal, took on company with debt and significant tax allowances then just over 12 months later flipped the whole lot to Viaro.

Remember, Mercuria will be able to decide the real direction of travel and future of Serica.

As I said, interesting but very confusing deal for me atm.

AIMO & DYOR

This months Well Data Disclosure contained in the tweet are for :

Buzzard drilled by CNOOC ref 20/1
Kraken drilled by Enquest ref 9/2b
Schiehallion drilled by BP ref 204/20
Mariner drilled by Equinor ref 9/11

Referencing last month as per tweet :

Name - Drilled by - Status - Location
KYLE - SHELL - COMPLETED (SHUT-IN) - P13/21/30
SOLAN - PREMIER - ABANDONED - P164/205/26A
PIERCE - ENTERPRISE - PLUGGED - P111/23/22A
KRAKEN - ENQUEST - ABANDONED - P1077/9/2B
SKENE - APACHE - COMPLETED (OPERATING) - P1986/9/19B
SEYMOUR - CHRYSAOR - COMPLETED (OPERATING) - P356/22/5B
PIERCE - ENTERPRISE - ABANDONDED - P111/23/22A
MERGANSER - TOTAL - COMPLETED (OPERATING) P111/22/25A

Note, there are 3 "COMPLETED (OPERATING)" and one "COMPLETED (SHUT-IN)" within tweet.

Paid 3.205 for 37,572 shares, valued at £120,423.90 if I'm correct, today would of cost her ~£103k.

Shorters will close out a fair amount before Xmas break, they wouldn't want to be caught out with sudden rise in SP over the two festive weeks. Same goes for all shares not just DARK. aimo

Truck loads of single digit AT trades been happening today, price control, of course why else bother !

For the past month we have lost on average 4.7p per day ..... unbelievable.

The only reason for me is on the possibility of t/o arrangements being prepared and those in the know are driving down the price to load up. Low volume with constant decline in SP less than a handful of green days in the past month, most unusual. imo :-(
Alternative is we have one or more heavy, distressed sellers, if so, given IPO was 250p not much profit remaining.

We do know, DARK can climb as fast as it can fall ...

Picked up a few more today .... could be one last opportunity, lets see !

aimo & dyor

Our SP in one month has fallen from high 416p to drip, drip, drip down to today's 282p.

Oversold now and last time DARK was this oversold was December last year too.

Buying more tomorrow for me.

aiom & dyor

Yep, dilution of shareholders whom have paid out of their own pockets to, in effect support FREE shares given to employees, this would include board members who probably acquired a large % of these once more. So this year, with today's RNS that makes 2.6m shares issued in 2022 under various schemes. How many of these will be sold upon issue ?

Interesting 2 large trades today for same qty, one was reported late and the other delayed reporting !!!

tradeTime currency price volume tradeValue type micCode tradeType venueOfPublication
2022-12-14T 16:05:37.743 GBX 291.272 238618 £695027.421 Off-Book AIMX BENC P LRGS AIMX
2022-12-14T 16:06:54.110 GBX 290.876 238618 £694082.4937 Off-Book XOFF P ACTX ECHO

"What is happening? ...."

Our current MCap is all but made up of cash and equivalents atm ... ridiculous situation.