Member Info for tabhair

I have my shares in two brokerage accounts.

In one account, every single one was tendered at 11.5p.

The share price has been inching up over the last few days. I put in a fake bid just now and was quoted 11.136p to buy. Perhaps the market is starting to price in an approximate return of 12p.

87.4% of all shares were tendered. It could be possible that of the 12.6% of shares that didn't tender because some were in the US and not eligible. It's also possible that some just didn't nominate to take part because as they forgot to tender their shares or didn't receive an alert from their broker offering it.

To be honest, I'm not reading much into it.

That makes it sounds like PFSC have adjusted their offer to be slightly less favourable.

Instead of a straight 125p of cash, they are offering part cash and part some sort of debt instrument.

Edi Truell did something similar before with STM Group (that I owned). Initially he offered 70p a share cash for it, then it got adjusted down to 67p a share, the final consideration was 60p + a 7p loan note. The 7p loan note doesn't come money good until a year after the acquisition closed.

Of course, everything here is contingent on the sale of the authentication business, which hasn't actually closed yet.

Looks like Gresham are selling some of this and creating some downward pressure on the price today.

I have bought a good slug of this at 206.3p.

Got a mail from my broker today offering two options.

1. Tender the full 52.98%

2. Not tender (default)

Option 2 was the default, so if you wish to take part in the tender then make sure to respond to your broker. Personally, I have chosen to tender.

The Company has received irrevocable undertakings to tender Ordinary Shares under the Tender Offer in respect of, in aggregate, 38,932,346 Ordinary Shares, representing approximately 14.83 per cent. of the current issued Ordinary Shares from Premier Investissement SAS ("Premier").

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The largest shareholder and board are both tendering the maximum amount. Probably makes sense to do as they do and tender the full 53%.

The wording made it sound like their may even be a smaller third distribution.

We are being offered the option to tender up to 53% of our shares at 11.5p.

Could have been worse, I guess.

Perhaps I will regret this, but I have bought back in.

"It therefore proposes to undertake an initial tender offer for up to £16 million, circa $20 million in the New Year. This would represent approximately half the Company's current market capitalisation and approximately half the potential total available cash after taking account of reasonably expected costs and liabilities and expected further receipts due from the Disposals (both deferred consideration and projected earn out)."

Upon reflecting on this statement in particular, they have provided guidance on the final pay-out. If you take that line literally, then they estimate a 12.2p pay-out.

Another minor point that may work in our favour is the weakness of Sterling against the Dollar over the last few weeks. The proceeds the company has receive are in Dollars, most pay-outs are in Sterling.

I could of course be wrong. Maybe there are even more costs than anticipated and the company gains no benefit from the depreciation of Sterling.

Terrible disclosure.

The company is a cash shell. The incoming/outgoing cash should now be in a very narrow range and the company should be able to provide a range of outcomes.

They have chosen not to do this, which makes me think they want to allow for the possibility of more unpleasant surprises.

Harpazo: You came up with a range of 9.4 up to 12p.

I can see how you got this number, but one thing you might want to consider is the following statement from the RNS.

"with gross proceeds received in November of $20 million."

I am guessing you are taking the $20m as is. The word gross in this line would worry me. It could be the case that there are deal costs here like we had for the European business disposal. Taking $2m out for this revises the return down.

The whole thing is a joke. The company is a cash shell and almost all information is known by management at this stage. They should have easily been able to provide a concrete range of outcomes. Instead we're left guessing. That to me implies they have room for more nasty surprises.

I hope for shareholders hanging on that this is not the case.

If I hadn't lost money on this, I would be laughing.

They bought expensive assets and ended up paying the full earn out. They then sold assets on the cheap and didn't get anywhere near close to the earn out.

Any remaining proceeds have been gobbled up by costs, many of which should have been transferred to the acquirer of Europe/NA.

With all this leakage, you would have to wonder why they didn't put the company up for sale as is after the European assets were sold. Surely would have generated a better return than what followed here.

I am permanently out and have taken the L on this one. A real lesson learned, no more liquidations for me. They always end up going much more rubbish than you can possibly imagine.

The NA assets which cost over $40m ended up being practically given away after all the leakage.

I estimate between 9-10p return. I sold everything at open. No point hanging on to get my money back, or likely slightly less.

I added the operating loss more for contingency. There's likely things I have missed.

Perhaps the American business performs more poorly than expected. Maybe laid off staff not moving over to the new company have to be paid for longer than anticipated. There could be extra costs the company have to make as part of the sale, the company specifically has to support the American business for a period after it's been sold. Maybe there's a lease on an office that needs to be paid off. Could be any number of things.

We just don't have enough information, so I decided to kitchen sink a guesstimate. My experience of doing these special situations in the past always leads me to be cautious.

I will be thrilled to be proven wrong though. I own a lot of this!

I have the final pay-out at between 13p and 17.5p.

Here are the sums and assumptions that I used to arrive to my estimate.

https://i.ibb.co/0JVvThn/Screenshot-2024-12-06-120531.png

Open to thoughts and corrections.

I am going to call it. We're going to get an announcement of a distribution this week, I feel it in my gut! ;)

Trading closed on the US exchange yesterday at $6.77, which is equivalent to £5.35.

I am being quoted to sell my shares listed in the UK for £5.06. Market maker is cleaning up, that's for sure.

This might have worked in your favour.

I got a quote of 4.55 to sell my shares a few weeks ago. As of right now (November 27th 2024), I am now being quoted an improved 4.92 to sell.

Personally I haven't sold any, I think they are undervalued at this price.