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Gampy - I can't see a delist happening since the company is lining up institutional investors to place any shares not taken up by the PI's. I would go further to say that both the timing and timescale of all this has been engineered to make it as difficult as possible for us to participate*, as I'm sure the company (and TFG) would rather have large block II's to deal with when it comes to the ultimate exit transaction. Yes I think it's a positive deal for existing shareholders (given where we currently are) but this isn't to be applauded... all that's happened here is that the directors would have been advised by their lawyers to grant sufficient upside to the existing shareholders so as to deter any legal challenge.

* Note all the queries on here about the mechanics of participation, yet there isn't a helpful Q&A on the IR section of the company website. Marsden et al will have had months to line up their cash for the rights issue; whilst it gets dumped on the rest of us the last Friday before Xmas.

AIMHO

So, three years to do a deal, and Marsden ends up having to give the company to TFG and watch all the founders and NEDs traipse off.

HOWEVER…

In the spirit of the OP, my view is that the news is positive for existing shareholders.

Firstly, TFG will move decisively and quickly, disbanding the Board and putting their own man in to drive things is the first of those moves. They don’t operate businesses, this is all just a “value escalator” exercise before transferring either the company or the patents, data etc. to a new owner – guessing Chiesi.

The deal, for me at least, is a reasonable one. If I participate in the rights issue (I know it’s not called that) then my average SP reduces from 40p to 17p. In the enlarged share capital scenario of 1.1bn shares, the market cap must now get to £190m to see me pull my total investment back. My research tells me that a P2-enabled company valuation sits somewhere in a range between £50m and £200m. With an end-acquiror already positioned (and I’m sure TFG will have our Italian friends plus a fallback for negotiating purposes) then I’m assuming we’re towards the top-end of that range. So personally, I’m approaching break-even by mid-January, fingers crossed. Then, let the trial commence (and succeed?!) before the exit happens and the valuation increases multi-fold from that quoted range.

So, I am partial to the proposition on the table. “Judge me at the EGM” is nonsense though, I don’t think RM has won anything extraordinary here; TFG had to leave “something on the table” for the existing shareholders or the departing directors would never have signed the deal off for fear of a class action incurring personal liability.

The deal is just about palatable as a solution for long-suffering shareholders I believe. Certainly, the opportunity to acquire shares at 2p is a no-brainer – unless you think the present Market Cap, adjusted to £26m when you add an injection of £18m to the current £8m, already represents full value for a P2-enabled business. It will be interesting to see how the market reacts over the next fortnight once the deal has been studied and computed.

What we need now is for the company to start talking the prospects up and elevating the SP, and I’m sure that TFG will see to that. I do wonder what they will further announce at the EGM once all the resolutions are passed.

AIMHO. DYOR.

It wouldn't make sense for a non-BP to think they know better than BP as to the risk at this stage, so I can't see it being non-BP Fruits (unless they have simply "outbid" a BP which would then at least have validated the risk).

Chiesi's UK company employs over 300 people here. Integrating a team of less than 30 into that is not overly difficult. It will be interesting to see how far Chiesi go in this transaction. MP-B has been rather circumspect as he completes his due diligence on Dickie Dido and the team.

Dickie can't be part of the future plans can he, surely not? SS knew he couldn't credibly hang on, and the pipmonk suddenly decided that he was pre-clinical after all (might have been good to flag that pre-Sprinter Pippy lad), but Dickie gamely hangs in there to protect his interest through this transaction...

Another potential driver for a pre-year end announcement is TFG's position, not so much at the corporate entity level, but more so for whichever individual/s is/are managing the portfolio that their Synairgen investment sits in. Similar to the LTIPS for the directors, 31st December is potentially the key mark-to-market date that ultimately defines annual bonuses etc.

Thanks for making this effort Dippfs, most helpful.

They have to have an EGM to vote on a capital restructure, it was never primarily about volunteering information.

One thing worth considering on timing of an announcement is the directors' LTIPS. They will want the SP to rise sufficiently by the reference date of 31st December to trigger vesting of certain batches of options. Unfortunately there isn't enough detail in the Annual Report remuneration disclosures to work out the exact impact, but certainly that reference date may have some importance.

How Marsden managed to get away at the AGM with dismissing three years of abysmal performance with a "judge me at the EGM" comment is disgraceful. The SP has been ground down into a penny share, yet no apology, no humility. But his outstanding attribute of self-interest might just help us with this link to the LTIPS issue. GLALTHs.

Thanks for your supportive words Gampy; ultimately I think any deal is better than no deal. Until there is a deal then the company is stuck, unable to make progress, and we are all stuck with penny shares.

The commercial potential for this treatment remains huge and should be attractive to several BP suitors, so Synairgen do have a strong negotiating hand. With respect to protection of existing shareholders in the transaction terms, I look to the actions of both Monk and Shaw who must have seen enough to be comfortable in relinquishing control/influence as well as denying themselves any phoenix participation opportunity. They're now just shareholders like ourselves.

Remember that this a unique corporate situation; I imagine the bankers have been scratching their heads to square the circle - penny shares for three years now, company going nowhere, but massive commercial potential in the right hands. The SP pattern will therefore not obey any conventional dynamics, so it could rocket.. then again it might not. But as an existing shareholder I don't think there's anything to lose. I'm quite excited. But that's just my take.

DA DA DA!

Once more, Aether dons his deerstalker and cape, taps his pipe on the heel of his brogue and heads where no sane man would...

You can come to Hampton Court too my friend, bring your travel version of Cluedo! No need to bring a picnic (not least since you are already several sandwiches short of such) as DocDan is providing sustenance!

The market will attribute value as soon as financial capacity and operational capability are secured through a partnership. The intended trial protocol/s is important of course, but a hygiene factor - the market will assume that clinical best practice is a subset of the operational capability that it has already attributed value to.

These are quantum leap factors.

DocDan - you live in Hampton/Teddington n'est pas? There's a place around the corner from you where they are steeped in preparing your head accordingly, we can meet there but I'll have to do the eating tbf... lol.

gampy – i think working backwards in your sequence of events is one way to assess how much value could be recognised at each stage.

if we assume that the p2 trial/s is/are successful…

...of course we don’t know the commercial potential of the intended p2 treatment that will be trialled – it might just be an mv-focused trial, it might be something else if the funding allows. we only know that synairgen hit around £2.50 per share upon a successful p2 before, but as we don’t know if the commercial potential is comparable, let’s say £2.50 is the benchmark. importantly here though, synairgen did not have capacity to go further at the time of the p2 results without partnering or fundraising. ultimately the market didn’t react hugely to the successful fundraise – so had fundraising already been baked in as a given after magic monday or was the market wanting a bp partner? in the scenario we’re expecting, which is the onboarding of a bp partner for the entire clinical journey, there may well be a significant premium to the c.£2.50 benchmark at p2 success stage.

retracing steps back to the trial announcement, then it’s a success probability discount factor applied to the £2.50. the statistics i’ve seen for p2s success range between 30 and 40%, so you’re somewhere around 75p to £1. but again, if you have a committed partner who is driven to get a p2 over the line no matter how any attempts that involves, then that sp increases obviously.

personally, i think there’s only a marginal value delta between announcement of partner (inc. funding solution) and a trial announcement in our expected scenario. it’s pretty much a certainty that a trial will follow the announcement of partnership and funding. so, i’ll say that the impending announcement gets us to a minimum of 60p per share.

that’s my back of a *** packet best guess, i really could be way off and would love to see what other people forecast here. hopefully numis will be brought in to do a proper professional analysis on the back of the announcement!

how dilution, a rights issue, profit share, special licensing arrangements etc. in the impending deal might affect all this, i can’t speculate, there are too many possible variations. but remember they have to win a vote, so any deal has to be perceived as fair.

more pertinently than my scribblings here, marsden's "judge me at the egm" would suggest to me - assuming that he's surely expecting to be judged positively - that he reckons he's at least going to get everyone back their £1.75 that he was hawking in 2020.

interesting times!

glalths dyor!

Maybe so Fruits, we can only hope that whatever new clinical techniques etc. have emerged in the last three years will have added sufficient incremental value to make it worth the wait. This scenario still leaves behind a lot of hefty losses for those investors who have exited.

I am extremely optimistic; MP-B has a track record of success and has chosen Synairgen, he didn't have to. And I do suspect that here is a massive corporate machine backing this, he surely wouldn't have walked in speculatively, he didn't need to.

Nonsense Fruits, they have not generated any new data for three years. They could have put all the available trial information in a Data Room three years ago and let BP suitors inspect it, draw conclusions of their own, and make an offer based on the potential, likely getting shareholders at least their money back. Three years ago.

Instead, the facts are that in those three years Marsden has pocketed a cool million and accrued more share options, whilst shareholders have lost 98% of their investment.

DocDan, you are assuming that Synairgen management tell the whole truth. They don’t. The multi-viral etc. strategy is not off the table… for another party. It’s just that Synairgen cannot espouse a strategy they can no longer afford, the auditors would have been clear on that with all the Going Concern shenanigans. But telling us the focus is on MV patients (without any explanation as to the massive strategic shift) gave them some sort of strategy to allow them to carry on spending what little money is left without the immediate need to undertake a saviour transaction or to liquidate.

They just won’t admit the business failure (blowing all the cash on Sprinter) that has left them unable to execute on the original strategy. It isn’t clinical failure DocDan, it’s business failure. But they won't admit it.

Thankfully we now seem to have someone in M P-B who will deliver value to shareholders, and soon.

T-F-G's love for Marsden really is blind.

Marsden simply ran out of road and had to accept a deal. A deal that will sacrifice (at least some of) the autonomy that has allowed him to kick back and receive (not earn) £30k a month for effectively managing a project team playing with Excel for three years - no trials, no products, no customers, no manufacturing, no business development etc etc to worry about. We are now where TFG knew it would end up ultimately. The last three years have been abysmal for shareholders. It grieves me that whatever deal is struck now could have happened at any time in the last three years and saved an awful lot of people losing an awful lot of money. Not to mention advancing a treatment that has otherwise stood still for all that time and continues to deny patients.

Only 14 to 28 more sleeps actually Jonnyboy.

The notice for the EGM, and proposed resolutions i.e. the deal for shareholders, would all need to come out at least 14 days before the EGM itself.

Keep watching M P-B's LinkedIn profile ;)

Whilst Marsden's "jam tomorrow" line is oft-repeated these past few years, shamelessly spouted without explanation as to continuing failure, the involvement of Mark Parry-Billings is a game-changer. Add into the mix the fact that Shaw and Monk's stakes in the plc are now just as exposed as LTHs, then something good must be on the near horizon.

Worth having a look at Chiesi's VC arm which shows they have a much broader platform for discussions with TFG than just as a trade investor. They have invested in five companies that have gone through to IPO as well as selling one to Merk.

https://chiesiventures.com/portfolio-companies/

Interestingly, as far as timeline goes, M P-B is yet to update his LinkedIn profile. Part of an orchestrated plan? Certainly there will be a significant reaction in his pharma network, hopefully stimulating upward pressure on the SP.

DocDan "Why did they promise an EGM ? Was it unavoidable ? Is it normal ?"

Good question - they didn't need to, actually, they just have to provide 14 days notice theoretically. Two possible reasons then:

1. They had nowt else to say and had to offer something to Graeme or finish the meeting with fewer limbs than when they started it.

2. They are going to need support for a vote and so the charm-offensive commenced.

Two-thirds rather.

For an Ordinary Resolution they need to get past 50% and thee institutions have c.31%, so a lot of people to mobilise to sweep up another c.20%.

I don't think they're going to try a 75% Special resolution as they say they're not seeking to override the pre-emption rights, but probably because 75% is too much of a stretch. Re their language about existing shareholder participation - that isn't a "gift" as they seem to like portraying it, they're just simply logistically snookered.

I really don't know what to expect Fruits, do you? I imagine this has been vexing them as it's a massive exercise to make it an inclusive exercise and get past the voting thresholds. They can hire proxy solicitation firms I think, but that's involved.

Has anyone else on here been through an AIM EGM with a three-quarter retail investor base?