RE: Non-Hostile Takeover28 Feb 2019 15:21
Below the ***** I've re-posted something I originally posted a couple of weeks ago (which was based on shareholder analysis I posted in November 2018). The info is taken from the various presentations Fortune has made which usually include a slide on shareholder structure, the most recent being the early Feb presentations. The published info adds up to approx 67% of the shares so we don't know the disposition of the remaining 33%. We do know there are some other small II holdings (e.g Invesco, Amati, Hargreave Hale), we know First Island did have 2.99% but the consensus appears to be that they may be our more recent seller (but we don't know for sure), PIs using other brokers will hold some for certain, and we do know Peter Breese was a buyer of the March 2018 placing. However, clearly none of these holders hold enough to get on the top 10 lists so we're looking at up to 2.5% each (and I suspect the majority are scattered round other PI/SIPP brokers). Of course, almost everyone has a price, but YD, Acacia etc have all been hugely supportive for many years so I just cannot see how/why they'd even consider any lowball offer (i.e. under £1) and, even if they did and GS rolled over too, this still only represents
a little over 20% of the company and so a buyer would have to work very hard (i.e up the price big time) to get control of another 30%.
*****
The other thing which mitigates against a low-ball takeover is the share ownership structure. PIs hold at least 40% and perhaps up to 44.5% if Jose Borremeo's shareholding hasn't been transferred to a nominee holder (which I doubt, just can't see why he would do this now). Acacia and Yellow Dragon hold 12.5% between them (in Nov 2018 it was approx 15%), Golden Summit just under 6% and the BoD 3%. JoseB, Acacia and YD have all reduced their reported holdings over recent months but, apart from GS, there's no evidence of another major II buyer (i.e. someone sniffing around for a takeover).
Given this split of holdings, it is appears difficult for anyone to get hold of enough shares to easily mount a takeover. Less than 20% is held by the 3 largest holders outside PIs, so any buyer is going to have to pay a very, very significant premium to get hold of the 50.01% shares they'd need (and even if GS are predatory then it's still a huge hike from 6% to get where they would need to get to). We're unlike a lot of companies that have a large proportion of their shares held by a bunch of IIs who would sell their granny for a 20% premium, we've got no activist investors, and we've got no debt + huge profits/cash-flow so there's no bank pressure to agree anything we don't want to.
I'm not saying it can't happen, but imho it is highly unlikely and, even if it did, would take a huge premium (multiples) on the current share price to succeed.