Member Info for SG2025

@JO, our thinking and investment approach are not compatible and likely to clash. So, lets leave it to that.

@johnychainlocker, you are being lazy, rude or misinformed. If you use ChatGpt as I suggested it would give you the following response within seconds.

Here’s a layman’s explanation of that excerpt from Takeover Panel Statement 33:

🔒 What's the general rule?

If you're trying to buy a company (you're the offeror), there are strict rules about who you can buy shares from during that process—especially if that "someone" is a trader or adviser that's closely linked to you.

🧠 Why does this matter?

Some firms that help companies during takeovers—like investment banks or brokers—also trade shares for profit (these are called principal traders). If a trader is part of the same corporate group as your adviser, they’re generally assumed to be “acting in concert” with you. That means you're seen as being on the same team, with the same goals and inside knowledge.

🧼 What's an "exempt principal trader"?

Sometimes, a trader can prove it’s totally independent from the advisers helping with the takeover. If the Panel agrees, they become "exempt", and they're not treated as being "on your team" for the purposes of the rules.

🚫 What are you not allowed to do (Rule 38.2)?

Even if a trader is exempt, you (the offeror) can’t buy shares in the target company directly from them. Why? Because:

That trader might’ve bought shares at a higher price.

You could buy them from the trader at a lower price, and secretly compensate them elsewhere (e.g. via other trades).

That’s unfair to other shareholders, who should all be treated equally.

BUT, if the deal happens anonymously on a trading platform (like a stock exchange order book), it's allowed—because neither party knows who the other is, so there's no unfair coordination.

🧩 What if there are multiple exempt traders linked to you?

This rule applies to all of them—not just the one doing your share purchases.

✅ What's allowed?

You can buy shares from an exempt trader that's connected to the company you're trying to buy (or to a competing bidder), because they’re not considered to be "on your team."

Let me know if you want a diagram to visualize these relationships and restrictions—it can help clarify things further.

AGAIN - USE ChatGpt or another AI platform and you will find your like (investment life) transform overnight!!

@JO, I do hold a material chunk now following buying in the last 2-3 days but for very different reasons / rationales that you posted.

@Medjed, I have worked in banking at bulge brackets for almost 2 decades, and I can tell you that people now fear compliance breach as downsides (personally speaking) have become large vs upside historically. People have been sacked for purely ethical / moral breaches, which were not even related to the job itself. Some well publicised examples for your knowledge below - and there are many more I know of, few of which made headlines and several did not.

https://www.independent.co.uk/news/business/citibank-banker-expenses-fired-sandwich-b2433082.html

https://www.reuters.com/article/breakingviews/uk-watchdog-bans-former-blackrock-manager-for-fare-dodging-idUSKBN0JT0Y9/

https://www.bbc.co.uk/news/business-30475232

Np Johny... Did you use ChatGPT? It will give you sufficient explanation - its bloody good. I use it at times when I get stuck with legal / regulatory jargons or to remind myself at times.

Also, there is no denying that a lot many have happened in the past when technology was not updated and embedded into bank's systems. But now technology has caught up. Now, every single calls in Investment banking desks are recorded and technology itself (probably AI) transcripts it and flags issues. Same goes with emails etc. I was flagged multiple times by compliance on instances I emails some document externally which might become an issue. None of this happened 5-years back. Also, needless to tell you, how much banks have been fined and what they have done and spent since to tighten their operations and compliance. Regulatory downside have also increased since. It may still be done at individual level, but not as openly at institutional level.

@Medjed, its in human's nature to break rules. But it doesn't happen as brazenly as you/others suggest on this forum. Most of these are conspiracy theories for the naive retail PIs who make these up purely by lack of understanding.

@Medjed, there are other reasons why shorts do not close their positions. Many a times they are part of hedges or a synthetic position created by banks for their clients. So while they look like a short position to an outsider, they are effectively banks or institutions hedging existing positions. There are more explanations as well. I suggest you use ChatGpt and it should provide you more explanations.

@johnychainlocker, your post reflects naivity and lack of understanding on how banks operate. No issues, but I can tell you from first-hand experience working in BB, that your arguments do not hold any water, particularly in the UK at large bulge bracket banks like GS.

UK is a heavily regulated market and bank's internal complince systems are too strong to deter individuals (more so the bank itself) not to engage in market manipulations with heavy consequences (fines and jail terms) for individuals directly.

Directly addressing your question, note few points:

1) GS (as other banks) have different roles on corporate transactions with different teams (sitting on different floors) with different supervisions, compliance, motiviations, clients etc.) that serve different purpose independent of each other. For example their M&A team may be advising Sidara and hence possess material confidential information, which is not shared with their equity trading desk which works independently to execute institutional client trades. The moment anyone on trading desk gets a whiff of insider information, they are barred from trading and moreso, the individual from M&A teams are reprimanded very strongly (even to a job loss). Usually, M&A teams do not interact with traders in normal day to day course.

2) Separately, GS (as do other banks) do not do proprietary trading anymore. They only execute trades for their institutional clients. So, there is little incentive for individuals to go rogue in the way you describe.

3) Sidara is not allowed to trade stocks as insider at this stage. Even if they do, lets say via GS, they will have heavy penalty including for GS, and the individuals concerned will not only be penalised but may end up going to jail.

I can go on and on, but hope this gives you some understanding. Use ChatGPt may be to get more detailed perspective.

MPartner disclosed on Friday, they were still selling on Thursday, today's disclosure is yet to be made. Ninety disclosed on Thursday, but not on Friday. My guess is Ninety should be out by now if they desired to, otherwise one of their smaller funds may be wishing to hold a small stake going into suspension, unless they make any further disclosures...

@Surin, good thought, but that would be an insider dealing and Sidara (or any connected party) is not legally permitted to do it!!. Same goes for the WG management and anyone deemed insider... They can unofficially (still not legal) get any of the friendly investor/hedge funds (particularly middle east based) to do it for them, but it would still not make much difference, as the trading volume is not as much for them to corner substantial % of the company to make a material dent on voting should a counter bid were to emerge.

B777CAPTAIN - Thanks for sharing your perspective. I do not have any operational experience in airlines or any other industry except being in banking for most of my career and operate on my financial analysis. I have met senior management of Wizz during my banking stint and agree they are seasoned operators and have done brilliantly on parameters and variables that they could control. Wizz has had a string of bad lucks (Covid, Ukraine, Engines), which was no fault of management and they have navigated the company which many others may have failed to. So, I do regard them highly. I do not have any view honestly on how and when company's financial performance will improve (still finishing up my analysis based on historicals). I am bullish on the European sector in general given where valuations stand post Trump. There are tailwinds as I mentioned previously (FX, UK pressure to resolve Ukraine war etc.), but there have been headwinds as well. I don't think the share price will revisit past lows unless we have renewed US-EU tarriff war, which seem increasingly likely as Trump gets cornered with each passing day. So, the downside is limited in my view, but I am still analysing the upside, particularly vs peers, and will position accordingly over May, before next financials release.

"All of Wood's major institutional investors who were consulted on Sidara's proposal were provided with 'inside information'. This is material non-public information that can affect the share price. As such, these major Wood investors cannot legally trade, and therefore cannot buy or sell Wood shares, as this constitues inside trading. End of.""

Another absurd made-up hypothesis!! The likes for FMR, Blackrock, fidelity, etc, do not sit on MNPIs beyond a few days. Their compliance departments DO not allow such pre-soundings on public companies.

For reasonable members who like to know facts (and not moronic statements), pls lookup on Chatgpt - "How long do public institutional investors like Blackrock, Fidelity get wall-crossed on public equities M&A situations?" or something similar...

"They’re sitting on their hands, letting a shambolic board flush shareholder value down the toilet while humming Kumbaya" - care to explain how?

Don't go into history of what they did and what not. Be very specific as what has the Board done to the fall of share price in the last month or two? They are not preparing WG's accounts. Their accountants are!! They are in discussions in Sidara and are restricted by regulations to what they can and can not say during this period. What exactly can they do which is permitted by regulations - they are under a closed period given pending financials release. Suggest you learn bit more about the rules and Board functioning before blabbering about on this forum.. They have an army of lawyers and financial advisors who are paid to make sure they function in their fiduciary roles for the shareholders, or they are personally legally liable.

Also, just to add, the valuation multiples for Wizz and few peers as of today:

Company > PE (FY27E consensus) / EV-EBITDA (FY27E consensus)

Wizz > 3.7x / 3.3x

EasyJet > 6.3x / 3.3x

IAG > 3.7x / 2.6x

These are the numbers I compiled today for my own analysis from Factset for consensus earnings forecasts for fiscal ending March-2027. Clearly, these projections may change depending on each companies performance and various other sector-related factors. Also, these valuation multiples do not factor for the dividends and share buybacks that may take place over the next 2 years!!

"Analysts do not understand the capital-light business model and the related operative lease-related debts " - thats an extremely ignorant comment. @ Sapi72, do you really understand high operating lease model? Suggest you use ChatGpt which should be able to elaborate much further on why operating leases are good and bad and are they really good/bad for airline business from equity investor standpoint... Let me take a try if you are lazy or overconfident to even try that.

It means high operational leverage at the expense of lower operating margins due to lease costs and lower safety of margin in case of macro slowdowns or potential recessions (so high risk, high RoE, high beta and hence lower multiple). In good positive macro environments such business models work well may trade at good multiples, but in downturns or slowdowns these are the ones that get hit the hardest and are more prone to bankruptcies or urgent dilutive equity raises.

Surely everyone knows how vulnerable global economy is to the whims of one person, so you can guess why Wizz trades where it does more broadly vs peers with lower operating leases/debts. Normally in any other business (like retail), people prefer operating leases vs owned stores, as these businesses are less cyclical / less prone to macro cycles, and rental returns are lower than retail margins. But with airlines, given how many have gone bankrupt, investors prefer lower (not zero) operating leases / debts and treat it like debt for reasons in additions to what I mentioned above.

I agree that higher Euro and lower oil prices should help and any positive trading update should trigger significant SP upside, unless management guides to a weak outlook (pricing or booking)...

James, are you from Birmingham btw - no doubt there is so much rubbish on the street past few months just as you write on this forum. I am being very direct and request you to stop writing gibberish and rubbish here. You have contradicted a lot of your historical statements time and again - all available on LSE, which for anyone will be too difficult to track given how much you post. Anyhow, good luck to you on the outcome as we are on the same boat, but your justifications are very very naive as I said before.

Proves your naivety again. Perhaps you are not clear about the role of a legal advisor / firm plays on M&As and mixing up with the roles of financial advisors (i.e. banks acting on behalf of Sidara) and audit firms that do financial due diligence for the buyer (i.e. Sidara).

Not doubting the outcome, but the presented rationale is quite laughable from every perspectives !!!

Medjed, Equally institutional position may shift once the market has the whole picture, but given how the shares/mgmt. etc have performed over the last 12-24 months, every institutional holder would be hoping that WG is sold indeed. Question is the price, and if the picture is not as grim as SP reflects, there will be institutional pressure on BoD to negotiate up the price with Sidara - but it will also depend on potential competing bids. Lets see. We're all speculating ofcourse in a high risk / reward situation and that what I find most interesting on this script - despite poor fundamentals!!

Interestingly or sadly, CBG has sold off sharply post results / updates in all of the last 3-4 situations!!! Don't think there will be much positive either to say in May (given management's been conservative in new loan disbursals which have been bringing NIMs down), so my bet, the trend will repeat again post Q3....