Member Info for Wigster77

I'm doing my bit for you Gampy. I've taken all of my allocation and then requested a further 3.5x my allocation on top, under the Excess Application facility.

Yes, I'm probably mad.

IIRC Thornogson, your prediction for end of 2025 was £200M or an SP of around 13.6p - similar to figures found in the Progressive report. That'd do me very nicely indeed, so fingers crossed that this is actually our year.

ATB & GLA

WOS:

9th Dec - "RNS Within Next 10 Working Days!"

10th Dec - "Countdown - RNS WITHIN Next 8 Working Days!"

11th Dec - "Massive Project'/RNS Update THIS Week/NEXT Week!"

How do you explain your above "Headers" then?

Abzzaa, can you tell us how you know, with 100% certainty, that the people you mention are not shareholders in MATD. Is there some sort of public register showing actual names and LSE BB names of all holders? TIA.

Is this the same "Operational Update" that you told us several times would definitely be in December?

Who cares, just filter them if it annoys you.

5. Mandatory Disclosure and Fair Dealings

Before delisting, AIM rules and the Companies Act require:

Clear disclosure of the delisting proposal and its implications for shareholders.

Approval by at least 75% of voting shareholders in a general meeting.

Fair treatment of minority shareholders in any proposed buyout or restructuring.

6. Derivative Claims (Sections 260-264)

What It Covers: Minority shareholders can bring a derivative action on behalf of the company if there is evidence of wrongdoing by directors or majority shareholders (e.g., fraud, breach of fiduciary duty).

Requirement: This action benefits the company as a whole and is not for personal gain.

7. Restriction on Shareholders’ Power

While majority shareholders control most decisions, they cannot:

Alter the company's articles of association or take other special actions without meeting specific legal thresholds (75% approval for special resolutions).

Act in ways that are contrary to the company’s constitution or outside the scope of their authority.

Practical Steps for Minority Shareholders:

Engage in Consultations:

Attend general meetings and vote on resolutions, especially on delisting and other major corporate actions.

Form Shareholder Alliances:

Collaborate with other minority shareholders to present a stronger collective voice.

Seek Valuation Expertise:

If a buyout or offer is made, ensure the price reflects fair market value by consulting an independent valuation expert.

Legal Advice:

Engage a solicitor if you suspect unfair treatment or require guidance on using legal remedies like an unfair prejudice claim.

Challenges in Delisting Scenarios

Post-delisting, minority shareholders face greater challenges enforcing rights because the company is no longer subject to AIM or public market regulations.

Legal actions like unfair prejudice or derivative claims may still apply but can be costly and time-consuming.

Being proactive, understanding your rights, and seeking professional advice can help mitigate risks associated with such changes.

Actions You Can Take:

Engage with the Company: Attend shareholder meetings or contact investor relations to understand the rationale for delisting and any plans for minority shareholder protection.

Seek Advice: Consult a financial advisor or solicitor specializing in shareholder rights for guidance on whether to sell, hold, or take any other action.

Monitor the Offer Terms: If TFG makes a formal buyout offer, evaluate whether it aligns with your valuation of Synairgen.

In summary, delisting generally reduces liquidity, transparency, and influence for smaller shareholders. It’s important to closely monitor Synairgen’s communications about this potential move and seek advice if needed.

I then asked:

Can you give more details on the legal protections for minority shareholders?

ChatGPT said:

In the UK, minority shareholders are afforded certain legal protections under the Companies Act 2006 and common law principles to safeguard their interests against possible abuse by majority shareholders or controlling entities. Here are the key protections and remedies available:

1. Protection Against Unfair Prejudice (Section 994)

What It Covers: Minority shareholders can file a claim for relief if the company's affairs are conducted in a way that is unfairly prejudicial to their interests.

Examples:

Mismanagement of the company’s affairs.

Exclusion from decision-making if they have a legitimate expectation of participation.

Majority shareholders paying themselves excessive dividends or salaries while neglecting minority shareholders.

Remedies:

The court can order the majority shareholder to buy out the minority’s shares at a fair value.

Other orders to rectify the situation (e.g., changes in governance or practices).

2. Squeeze-Out Protections (Section 983-985)

What It Covers: If a majority shareholder acquires 90% or more of the company’s shares through a takeover or buyout offer, they can "squeeze out" remaining minority shareholders by forcing them to sell their shares.

Your Rights:

Minority shareholders must receive a fair offer based on the terms provided to other shareholders.

You can challenge the valuation if it does not reflect fair market value.

Key Threshold: This provision applies only when 90% ownership is achieved, not at 75%.

3. Oppression by Majority (General Common Law Principle)

What It Covers: Courts may intervene if the actions of majority shareholders amount to oppression or abuse of their control.

Examples:

Changing company rules or issuing new shares in a way that dilutes minority interests without valid justification.

Withholding dividends unreasonably to force minorities to sell at a lower value.

4. Access to Company Information

Minority shareholders have the right to request certain company records, including:

Financial statements.

Minutes of shareholder meetings.

This can help you monitor the company’s affairs even after delisting.

Gampy - I asked ChatGPT and this was the answer:

If Synairgen delists from the AIM market following TFG Asset Management UK becoming a majority shareholder with over 75% ownership, there are several implications for smaller shareholders like yourself:

1. Loss of Market Liquidity

Current Situation: On the AIM market, you can buy and sell your shares relatively easily because the shares are publicly traded.

Post-Delisting: If Synairgen delists, its shares will no longer be traded on a public exchange. This will make it significantly harder to sell your shares, as you would need to find a private buyer or rely on an over-the-counter (OTC) mechanism.

2. Valuation Transparency

Current Situation: The market price of Synairgen shares reflects the collective valuation by all market participants.

Post-Delisting: Without the public market, it may be difficult to determine the fair value of your shares. Private transactions are often less transparent and can result in discounts compared to market prices.

3. Minority Shareholder Rights

A shareholder owning over 75% of a company typically has significant control, including the ability to pass special resolutions (e.g., changing the company's articles of association or approving major corporate actions) without requiring the support of smaller shareholders.

While there are legal protections for minority shareholders, your influence on corporate decisions will be negligible.

4. Potential Exit Opportunity

Companies often offer minority shareholders an opportunity to sell their shares before delisting. This is sometimes part of a buyout process where the majority shareholder offers to purchase remaining shares, though the offered price may not always be attractive.

5. Future Dividends and Corporate Strategy

If Synairgen delists, it will no longer be under the same regulatory and disclosure requirements as a public company. This may affect the frequency and transparency of updates about the company’s financial performance and strategy.

Your returns as a shareholder will rely on dividends (if the company pays them) or the long-term appreciation of your shares, which may be more uncertain.

6. Legal Recourse and Protections

Under UK law, a shareholder owning 75%+ of a company can typically enforce delisting but cannot force you to sell your shares unless they reach 90% ownership (triggering a "squeeze-out" under the Companies Act 2006).

However, delisting without an attractive buyout offer can put minority shareholders in a vulnerable position, with limited recourse.

Happy New Year to all. Here's to a great 2025 for MATD, with a BB full of robust, friendly debate...and not taking ourselves too seriously!!

Thank you to Unnd for an excellent post summarising the financials. January is clearly a pivotal month. We need to kick start the year not only with the MRPAM sign-off and export license, but also a clear and achievable plan of action for the year ahead. I think it's fair to say, whether on the positive or more negative end of the spectrum, we're all sick to death of surprises and curve-balls. Come on Mr Buck - give us some calmness and confidence back!!

So, just for fun, here's how I see the year panning out:

Jan/Feb - Sign offs and hopefully news of the new PSCs and robust plan for 2025

March - News on renewables - although I'm not sure this will do much to the SP at this stage

April - H1 uplift to 500bopd, hopefully more. Fund raise - 300/400m shares, depending on what SP is doing.

May - H2 rectified. Hopefully this is not too expensive. Again, 500bopd would be nice

June to Oct - H3 and H4 drilled (hopefully without issues). Possible work on GOBI.

I'm setting my expectations at a year high of 3.4p, possibly dropping back to 3.2p at end of year.

Conservative? Yes, of course, but I thought I was being conservative at a 15p (IIRC) prediction last year when others were around the 30p mark - even 60p+... and we all know where the SP is now!!

3.2p would also represent a year rise of over 100%, so not bad by any standards. I do hope it gets a lot lot higher of course (the figures Progressive quote would be very nice) and by-golly we all deserve it.

Any one else care to have a stab at how our 2025 will look?

GLA & ATB for 2025.

RNS IN THE NEXT THREE HOURS. WOS GUARANTEED IT WOULD BE IN DECEMBER 2024.

So, I33, what you're telling us is that by May the SP will be at least 4.5p...possibly 6p. It will then drop back from this high-point over the course of the year. Thanks, that's great information, which Im sure we can all use to great effect.

News 100% in December. WOS confirmed this. Plenty of you ticked it up. Don't start wobbling now.

Hi, a very quick question if I may, to save me trawling through the huge amount of info in the RNS / circular.

With regards to the following:

"Qualifying Shareholders may apply for Open Offer Shares under the Open Offer at the Issue Price on the following basis:

1 Open Offer Share for every 0.67836216 Existing Ordinary Share held on the Record Date"

As far as I can see, the number 0.67836216 is derived from the number of existing shares in issue 202,660,697 divided by the number of open offer shares, 298,750,002. However, the number of shares in issue includes 58,000,000 TFG shares. In the RNS, when it talks about Max and Min amounts for TFG, it still refers to Subscription shares plus 58,000,000, NOT 58,000,000 divided by 0.67836216 = 85,500,052 shares. So, would it not have been more accurate to disregard the TFG shares in the calculation - i.e. 144,660,907 divided by 298,750,002. This would mean non-TFG existing shareholders could have 1 open offer share for every 0.4842 Existing Ordinary Share held on the Record Date.

To put it another way, the current NON-TFG holding is 144,660,697 shares in issue. This figure, divided by 0.67836216 would give a total NON-TFG holding of 213,249,950 shares if fully taken up. With the 58,000,000 TFG shares added it equals 271,249,950 or roughly 27,500,000 short of the total number of open offer shares they say that they're issuing.

Well done if you've kept up so far.

What have I missed? Probably something simple and there a plain as day in the RNS that my alcohol-addled brain has missed I'm guessing, so please bear with me!

Thanks and ATB.

We were all overly optimistic last year. Funnily enough, even Doc with his wild double-figure SP predictions. My own SP predictions for the end of 2024 were around 15p IIRC.

Hopefully we will all be proven correct...just maybe a year or so premature with when these lofty SP figures would be achieved. Come on MB, give us a run of real positive news to kick start 2025.

Like I say, just a guess and I could be miles off

Just a wild guess Aether, but a convincing P2 pass might see a value of say £300M or roughly 25p/share. Passing P3 should see over £1b valuation I would've thought. Certainly anything over £1/share I would consider a dream result now. A far cry from the £75 / £85 a share some analysts were predicting back in 2021.

Just remember, I invested in Synairgen though, so WTFDIK?

ATB.

"£18k TOTAL showing for trades - Price dip on such low volume - BUT MM's ready to take SINGLE LARGE BUYS of 1.5M at above Bid price!"

WOS, It's Christmas, why don't you treat us all by doing some REAL buys of 1.5M shares, instead of all of these dummy buys? That'll help the share price for everyone. Cheers.

MrC

The way I read it is that P.I.s need to stump up at least £2.9M in order to stop TFG getting to/above 75% holding (and therefore de-listing the company). A bribe, if you like, for P.I's to take part in the raise, even though it's such a s hit deal for us...

But I may be wrong. TBH my head is fried with it all. What I do know is that whatever little trust I did haveleft in the company has now evaporated. "Judge me in 6-8 weeks" hmmm.

Waiteoxford: "Is there any hope here? Or is this now just an opportunity for new investors to buy in at 2p, with a chance of multiplying their investment while leaving the rest of us in the dust?"

My take is that existing P.I.s are very much stuffed now. For me, even if I wanted to pile-in for more shares on the raise, in order to lower my average, then I probably wouldn't be allocated enough to make it worth-while. I also find it hard to trust the board any more.

I still need to get my head around some of the finer points though, so waiting for more learned members to comment with their assessments. Maybe I'm missing something, and it's not such a bad deal after all. I'm guessing, by their absence, a lot of people are in shock and/or holding their heads in their hands, rather than out buying Champagne by the trolley-loads though...

ATB.