Member Info for Okehurst1

Hi Investing

Good question re the total value for shareholders

put aside would a buyer pay full cash or part paper, if it was Frasers would the market discount via marking down Frasers shares ?

What is Beauty worth today on £85M EBITDA put aside its contribution to finance the debt / rent /capex maybe 10X? However it’s a sale of the business so it could be argued it’s £1B with a premium and debt takes it to £1.25B EV

So that’s 65p a share but you don’t roll with MM if in this scenario he was after MP then it’s another 40p a share

Then a discount for the £1/2B MM takes out of Beauty, is that £100M too much ? No idea but you would guess if the service went to open tender on 10 years a supplier would sharpen their pencil on £2.5B prorata

After yesterdays RNS he is lining us up for £500M to £600M debt free go private for MP, throw in anything from 50p to 65p for Beauty he could get that over the line

The clever bit is THG shares head up to the break up value and his 375M shares fund it without any tax liability for MM

and he doesn’t even need cash

If we can see it he can see it, he’s one step ahead of us as is Ashley

Pearls

THG is univestable for an institution with MM / GLA at the wheel but that’s how we likes it, look at the gems we have had just in past 15 weeks alone

MM and his cronies who are PLC directors dressed up like Oasis singing ‘don’t look back in anger ‘ to the City investors who lost £1B’s in Ingenuity as he top slices £340M a year

we have no idea if that is value for money or not as MM signs all the contracts for all parties, how can any II invest on that basis ?

MM awards himself 180M + shares at 32p

His best mate puts his 2nd non bid in 3 years for THG assets and he thinks it worthy of an RNS for yet another un funded offer off him ?

It’s embarrassing and what II a would take the risk ? The only one has been a notable buyer is a maverick trader but he has now stopped

Think we still have a few PI’s on here who think MM will issue dividends to shareholders and will be handing THG to his great grandkids to run in 100 years as a public company

We won’t get another 100 days, he taking what he wants for himself

Still no TR1 off Mikey

Polish, let’s see :-)

Dav,

The MM game has evolved and changed

Good chance now 70p plus that’s coming our way, yesterday bullxxxx RNS plus no TR1 off Ashley, reference to who takes on the debt etc

MM lining this up

Win, exactly, any illusions MM cared about shareholders evaporated yesterday with the 2nd joke non bid off Iain Mc, MM does all he can to drive this share price down, remember the Oasis inspired video a few months?

Yesterday was a left hook to soften us up, his next strike is the knock out blow as he breaks up THG to give him the division he wants

His reference to Nutrition debt was telling yesterday, he will structure the deal just like Ingenuity where the buyer of Beauty takes on the debt so it’s an £EV valuation and he makes off with the rump of Nutrition debt free and he compares with the Iain Mc offer and say the market doesn’t value THG bla bla

He could offer £600M debt free, roll with him or take THG shares, he knows the larger shareholders won’t go with him but his 375M shares at 70p as a figure gets him £260M on paper, he will own 25% of Nutrition he just needs £150M to bag 50% of Nutrition, no cash changes hands by him it’s just pieces of paper shuffled around

The buyer of Beauty pays an £EV price that’s not tested in the wider market as standalone as it’s below potential but MM gets a favourable Ingenuity contract and he uses their balance sheet to fund the final act, it’s classic MM, if it stacks around 70p plus will larger holders kick? Doubt it based on their past performance?

Unless a TR1 pops up we know who is buying Beauty

Let’s not forget MM also owns a notifiable stake in Kelso which owns a stake in THG and a stake in Selkirk

He’s the controller of THG’s biggest trading partner he’s the de facto controller of THG plc and their 2 trading business, it’s hard to keep up with MM’s control freak ways

The GLA is a total puppet of MM, large shareholders just don’t care and we see today what MM thinks yet again of the 75% who own the business

It’s a complete Pxxx take of the LSE and the FTSE 250 company

Mike Ashley please take this dodgy crew out with a Bid

It’s not net profit Stan it’s EBITDA, that’s the point

Take off interest, capex, £22M rent, it’s £40M +

put that on 10 to 12X and you get our current m/cap

The market already worked that out

The gap to nudge £90M FCF is Whey drops 25% and maybe a bit from Beauty and FX via Yen, it’s all doable but we cant expand our overall margins materially when Ingenuity takes 20% off the top line

Stan you keep quoting THG to APN

APN has no debt and 29% EBITDA margin

we have 6.5% at best

MM takes the gap of 20%, that’s not going to change, all we have for material upside is the price of Whey coming down

He won’t resign, the share price won’t go up without MM resigning, he’s going nowhere as he needs that £340M

If there is deal between MM/ MA we need to know as MM controls all 4 companies, the Bod have a duty to inform the market and in theory the GLA should act in our best interests - obviously the latter won’t happen but we should be informed

Either way it’s looking more likely by the day that’s his agenda

He’s going to do exactly the same as Ingenuity

‘Roll with me or take more shares in THG and get a bigger piece of the pie of the quoted shares ‘

Reckon the majority will take the extra shares

He funds with part of his 375M THG shares which will have gone to 70p

Him and Ashley only need 40% to back them and it’s deal done

It’s pretty clear now this is their game plan, he can say £600M and take 50% of MP, he gets what he wants, Ashley gets what he wants, we get 70p and a bigger piece of the pie

Pearls, agree, THG is in play but this is all about MM protecting ingenuity, he doesn’t care about THG shareholders in the same light, Ingenuity is bust without the £340M he takes

If they were serious they could have pushed forward and opened the books to Selkirk to help them raise the £

todays announcement just confirms he has an agenda

and it’s a handy RNS before difficult results

So agree we are in play but it’s to MM and his agenda which I think is to take MP and sell Beauty to Frasers - still no Ashley TR1, in fact strange that Ashley hasn’t even commented on THG turning down £600M he normally has something to say when he has a holding above 10%

He says more about what’s his game plan is by staying quiet and not increasing his stake, he is in a concert party with MM

Dav

We just had a Bid for up to £600M for the MP division that makes no money of note today, we could say it’s pro rata debt is maybe £80M ? That’s not a deal breaker surely ?

Either it was fake or it was not tested, a simple failure £fee of £10M as a figure would have have tested Selkirk, put up or shut up response

This was the 2nd non bid off Iain Mac who is MM’s big buddy so make your own mind up

Frasers have stopped buying,good chance MM /MA have cut a deal, this was a softener for MM to do Ingenuity 2.0

Still holding, underwater.

This just confirms MM runs the business for himself

The BoD could have said pay a fee if you fail, £10M as a number, you have 3 months to raise the £600M, even if it was 50 - 50 cash and shares we would be rid of MM

But MM needs that 20% he top slices for himself

More convinced if we don’t see a TR1 from Frasers he’s going to scoop out MP with an Ingenuity style deal and pay using some of his 375M shares

We all know MM hates us shareholders

Well done everyone

Pearls agree, the market should be told if there has been an offer for part or all of THG, especially if MM is taking a piece for himself yet again

Can’t see the spike the last hour down to amazing numbers but we do know THG is very leaky when it comes to news, it could well be slippage on the next stage of MM’s game plan and have THG lawyers advised the BoD they need to update the market ?Its dodgy ground for the BoD with MM effectively controlling 4 companies, Ingenuity, Beauty, Nutrition then don’t forget the PLC, it’s nuts when you think about it as he’s got an angle with each, be that who takes the debt of the PlC Longevity of the 20% each company pays Ingenuity then the PLC shareholders

Without protection from the lawyers the Ned’s are at risk, the GLA is just disgraceful so it wouldn’t be driven by him

We will see …

Think the market has worked out that MM can’t resign as he risks the £340M a year he nicks

It’s proper money

A 1p dividend means nothing to him, last thing he wants is the share price higher

My average is now 37p so under water, it’s the next Moulding Financial Engineering trick or this just drifts lower

Personal view

What odds a dividend?

Can’t see THG paying a dividend after MM issuing himself 180M plus shares

If Frasers are hostile then it could be argued MM would want to do a share buy back to force Frasers to pay more

but 3 weeks on this week since last Frasers TR1, it appears they have stopped buying even though shares at ATL

The fact Frasers have stopped buying then it’s a strong possibility MM and MA have cut a deal and have joined.

Us PI’s have to think like MM, he’s greedy and doesn’t care about us and his name is mud in the City he wants off the market ,he’s been running this share down so he can wear down the larger holders to take a deal he has financially engineered with MA

Not sure the Frasers deal was a master plan of MM but Ashley built his stake to bring MM to the table, it was’ take this deal and we work together or I build up to 30% and come at you ‘

Mentioned last week a Frasers TR1 would blow the above up but as the weeks pass by that’s looking more unlikely

65p is 75p at a push 80p all in Nutrition to MM , Beauty to Mike

can’t see us getting much more.

MM warned us in January

Ephemeral, agree that’s the elephant in the room, no II’s will invest in THG with MM at the wheel and he won’t resign because he needs to control the £340M a year he top slices, he’s going nowhere and MA has stopped buying shares so no material leverage there

So if MM offers a buy out of Nutrition as exactly the same structure as Ingenuity alongside a capital event of Beauty, be that roll or more shares in THG and if it was near 70p would that be an offer larger investors would take ?

We have to think how MM sees the world, it’s all about him.

He needs to move just in case the slim chance the GLA is voted off plus before whey drops, plus he wants it all

Hi Yesim

Fair point, he could well be?

HH no one is saying it’s a cert something is brewing but MM and MA have a standard MO how they work

Frasers own a minority piece of Ingenuity and now 11% THG built up over the past few months , he must have £50M + tied up in THG shares, it could a passive investment and is he happy with the THG share performance but we all know that’s not a natural trait of Mike, to top it off we have had no more TR1s?

Appreciate there could be a number of reasons but it’s not normal Ashley trading behaviour?

Then we have MM who is a slippery operator, he can’t make money from trading a business but rather from financial engineering, he’s not trustworthy but he did warn us back in January of his intentions if the share price didn’t pick up.

So with no more TR1’s the last 2 weeks and shares at ATL it’s a guess/ theory that MM & MA have hatched a plan and this has stopped MA increasing his stake as they would technically be in a concert party, it may only be in draft form and they are ironing out the detail but this highlights the problem of MM being the defacto controller of Ingenuity and THG Nutrition and THG Beauty and we don’t have a true independent Chairman

We could of course get a TR1 off Frasers next 2 weeks and the theory is shot to pieces, however if they have ‘joined’ the market should be informed, again fair comment.

Regarding the larger share holders, they don’t even have the bottle to vote off the dodgy GLA, they are toothless and useless managing other people’s money