Member Info for StarBright

That’s the difference between professional knowledge and misunderstood google searches. Even when your googling gets you to the right info you’re incapable of reading and interpreting it properly.

@Toffers - nowhere did I say she can’ trade. Of course she can. But her trades are subject to the same disclosure requirements as his. Read my post - I have been very clear.

The other stuff on mandatory offers, minimum consideration etc you just don’t understand. Trying to explain it to you is like trying to explain the offside law to someone who has never played football or even watched a match. Or like trying to explain the details of open-heart surgery to someone whose only training/experience is as a bricklayer. You are incapable of understanding it because you just don’t have enough basic knowledge / context.

1350 trades today, 1075 of them were Off-book...!

Off-book just means dealt via market-maker rather than matched “on the book” between traders using DMA.

Your various googled links all pertain to the US market which has different terminology and structures.

The link I gave you for the trade is from its original source -London Stock Exchange. This is always the best/only place to look for trade data when there’s something interesting to examine.

In this case it’s just a delayed report (as permitted) of a large trade dealt via a market-maker.

Just an Off-book trade, which means one executed via a market-maker.

Not “OTC”, and absolutely traded through the exchange not any sort of dark pool.

Nothing unusual or underhand. Those interested can see it here: https://www.londonstockexchange.com/stock/SDRY/superdry-plc/trade-recap

Jade Holland Cooper is a PCA (“ person closely associated ”) with Julian Dunkerton so any share dealings she undertakes in SDRY are subject to the same reporting requirements as his. The notion that she might be acquiring shares undisclosed before transferring them to JD is nonsense, as it would be a direct breach of regulation with potentially huge personal costs for him.

Persons acting in concert are deemed to be a single person, so their aggregated interests are considered in determining whether (for example) the 30% trigger level for a mandatory rule 9 offer has been breached. The notion that JD and others (you persist in suggesting concert party candidates…) are in acting in undisclosed concert is nonsense, as it would be a direct breach of regulation with potentially huge personal costs for him.

JD, his advisers and any associates involved are not going to breach the 30% level and expose themselves to the very real risks of being forced to make a mandatory offer under rule 9. This would be a disaster for them. They are not going to breach the limit carelessly as their advisers will have established protocols for identifying all potential PCA and concert-party exposures. Neither are they going to breach the limit knowingly whilst trying to conceal it by not making required disclosures - to do so would be professional suicide for a high profile businessman and his advisers.

Why persist in offering commentary and opinion on topics where you clearly have no understanding?

At last, something to discuss. A couple of interesting developments in fact.

Who is Michael Farrell? Team google will be working on this - let’s see who/what they come up with.

Why the leak (via the traditional Mark Klein route)? Cui bono?

Textbook kitchen-sinking in progress here.

Cui bono..?

Yes - this is my core expectation too. Foreign trade buyers will pay up. Especially for businesses with established brands. Hotel Chocolat has shown the way.

I saw a table somewhere showing 20 or so acquisitions of UK companies in 2023. Average premium was close to 50%. The UK market is undervalued - as plenty of people have pointed out.

Last try..!

All of the shorts on IG’s platform added together might well represent less than 1% of the shares in issue, we just don’t know. But IG look to have a nicely balanced book and will be coining it on the spread ;>

[truncated, don’t know why]

All of the shorts on IG’s platform added together might well represent

@Rock8 - this is an interesting observation, thank you. Maybe there is little borrow available, or the margin required is prohibitive because of the volatility? I don’t know - I haven’t asked.

However it isn’t right to compare these two %’s in the way you have. One is a percentage of total shares in issue, the other is a % of the number of one platform’s holders NOT holdings. All of the shorts on IG’s platform added together might well represent

Before close on 1st March one of the following will happen:

1. JD will announce his firm intention to make an offer - which means announcing in summary form the principal terms, conditions, pre-conditions etc.

2. JD will announce that he won’t be making an offer

3. There will be an announcement that The Panel have approved an extension

It’s also possible that another offeror may surface before 1st March, in which case timings/deadlines etc may change.

@dean01:

- The directors of a company can choose to start a CVA process IF the company is insolvent. They don’t need a shareholder vote to start the process.

- In simple terms, once the CVA has been drafted, 3 approvals are required:

1. 75% of creditors responding representing at least 50% of the amount outstanding

2. 50% of shareholders represented at the required meeting or by proxy, note that isn’t the same as 50% of all shareholders

3. A supportive opinion from the appointed insolvency practitioner

- The outcome you describe “All contracts for leases can be exited at nil costs.... all redundancies are nil costs.... all existing manufacturing contracts can be exited at nil costs” whilst shareholders multi-bag is complete fantasy - it can’t and won’t happen.

As I set out in an earlier post the likely outcome of a CVA for shareholders is that they will lose most of their money. In practice this may be because the terms of the CVA (to be agreeable to 75% of creditors) require extra capital to be injected by shareholders, likely via a deeply discounted placing or similar. I don’t think there are any cases of quoted retailers executing a CVA with shareholders remaining intact (let alone multi-bagging!). The company is insolvent - otherwise there wouldn’t be a CVA - so pre-existing shareholders have in reality lost their money before the CVA is agreed. The process simply isn’t there to protect their interests.

The outcomes here are:

1. JD offer recommended

2. Competing offer recommended

3. No offer, company is solvent & continues to work on recovery

4. No offer, company is insolvent & a CVA or similar is implemented

1 or 2 - you’ll likely make money from this point / SP

3 - bid premium will disappear overnight, you’ll lose money from here

4 - you’ll lose money, probably faster

This is a blind punt, albeit an interesting one to watch. Don’t bet the ranch, and don’t fall in love with the idea. And Ignore Toffers nonsense.

Some thoughtful/insightful comments in this thread - thank you.

More drivel , perfectly demonstrating the gap between googling and knowledge.

Minimum consideration is in no way impacted by whether holders are acting in concert with other or not. A completely separate issue. And JD isn’t acting in undisclosed concert with James Holder. He’s not going to risk his potential bid, censure from the panel - or worse - by breaking basic rules in broad daylight.

It absolutely is that simple.

@Toffers - I have pointed you carefully toward the answer to your repeated question on minimum consideration and time periods. Part of the answer is actually in the text you quote below - the requirements in respect of a mandatory offer (eg if the offeror goes past 30% PRIOR to making a discretionary offer) may be different to those extant when rule 9 doesn’t apply.

Do you think JD and his advisers will carelessly wander past 30% and wake up one day having to make a mandatory offer under rule 9?

I can (& have) pointed you in the right direction on this several times. Why not read and think rather than flapping about like a carp in a boat repeat posting here?

@dean01 - CVAs are an Insolvency Act process. Shareholders are the last concern, rather the process is intended and run to protect the interests of employees and creditors. CVAs can include a capital reconstruction including a rescue rights issue.

It’s a safe assumption that shareholders in a company that announces a CVA will lose their shirts - their shares losing most if not all of their value. As they should - they are providers of risk capital and this is the inevitable outcome when a company becomes insolvent.

“… UP TO a value of £3,000 per employee”

“… an additional 9,515 Ordinary Shares have been issued”

Couldn’t be any clearer, @AVCT.

On this board in particular, there are some enthusiastic frequent (and to be fair, well-intended) posters who are posting from the most dangerous part of the Dunning-Kruger curve. Textbook examples of unconscious incompetence with little if any awareness of the perimeters of their market knowledge/understanding…

None of the major platforms - HL, Barclays, Fidelity, II, Charles Stanley etc - lend shares. All of them say this explicitly in their T&C.

If you’re using one of these (or their peers) then the notion of placing a limit sell to stop your broker from lending your shares to shorters is just LSE bulletin board drivel, and can be safely ignored.