The latest Investing Matters Podcast episode with London Stock Exchange Group's Chris Mayo has just been released. Listen here.
At 685p per share a no brainer.
So why have the Panel given Apollo an extension?
Not really, but certainly once upon a time S o As were advantageous from a stamp duty point of view. But I do believe Boy George did eventually wake up one morning and try to put a stop to it being avoided. Whether any of our incompetents at the top were successful in this endeavour, who knows.
Coz with a straight 50pc vote, individual shareholders have two bites at the cherry. First the vote itself, and assuming it is passed, secondly to accept or not to accept the offer. In these circumstances CSR have to have acceptances for 90pc of WMHs outstanding issued share capital before they can compulsorily buy out the
remainder. Quite apart from any recalcitrant shareholders it is quite an ask to get to 90pc by the offers closing date as there will be shareholders who are ignorant of what a takeover means, dead, gaga or have moved to a different address as to that shown on the Register.
CSR then would have to appoint agents to search out these shareholders one by one until they reached the magic 90pc. And this is hellishly time consuming and expensive.
Hence the scheme of arrangement and the 75pc vote, as if it is passed, all shareholders have been deemed to accept the offer and thus CSR own 100pc, and thus obviate the downside issues from a straight vote.
Mr Beach,
A scheme of arrangement has little to do with retail investors. In essence it allows the CSR to acquire all 100% of the issued shares of WMH providing it gets its 75% threshold.
Of course if CSR believes it will not get 75%, it could increase its offer, or alternatively go for a straight 50% vote which it would undoubtedly win. But then it might be left with some minority of WMH shareholders who will not accept the 272p
offer.
My best guess is that CSR will increase their offer to 285p ish so as to buy off the hedgies and ensure the 75% vote.
Guitarsolol,
Unsure whether a W-8BEN form is relevant as Somero is a UK listed company not a US one. Nobody has given me an unequivocal answer so far. Anyhow I did complete the form, but still received divi net of 30% withholding tax.
The 75% majority is required for the scheme of arrangement that CZRS are going for. From a taxation point of view this is cheaper than going for a straight vote from WMH shareholders which only requires 50%+1. There is still time for CZRS to go for the straight vote which they would almost certainly win.
Hills have never said it's a done deal. Only Caesars have intimated as such. A big difference.
The clue is in Caesar's RNS, and the weasel words of the WMH directors 'intend to recommend' rather than 'will recommend'.
Clearly at least one if not more of the Directors is far from happy, so any RNS from WMH has to be very nuanced unless said directors resign or issue their own RNS.
Town is unfortunately lumbered with an expensive debenture through to 2031. An equity raise would do nothing to address this albatross other than make the covenants more comfortable. Inflation will eventually come to the rescue but until then they will have to spin the various plates to keep afloat.
Our learn'd friends are going to have a field day.
NEDs, otherwise known as Christmas Tree Decorations, having totally failed in their duties, and unlawfully overpaying themselves in the process, now want a pay rise. What is the point of A of A if they can just be overriden on a whim.
Too much debt, half of which is short term from the banks. With the collapse in Town's income, the banks can name their price. So equity holders face being wiped out (see Intu/Hammerson).
Can somebody pl explain why a fully underwritten common stock issue of $1.25bn is $500m short.
It is always confiture demain with JMAT. The CEO has been over promoted from within. The Board will come to its senses eventually.
With conversion of 11m warrants, BOD must have the votes to yet their deal over the line. Question then, wiill Interserve be delisted as existing shareholders wont be taking up their rights at 15p if they have any sense.
Maybe not, but the GM on Friday is adjournable.