CORPORATE ACTION: Share plc - Take over share and cash offer...

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CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 2:15pm


17 February 2020
Recommended Offer
for
Share plc
by
Antler Holdco Limited ("ii")
(the holding company of Interactive Investor and the ii Group)
to be effected by means of a scheme of arrangement
under Part 26 of the UK Companies Act 2006
Summary


The Boards of ii and Share plc are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which ii intends to acquire the entire issued and to be issued share capital of Share plc (the "Offer"). The Offer is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Offer consists of New ii Shares (representing 90 per cent. of the Offer value) and cash (representing 10 per cent. of the Offer value) (in each case prior to adjustments in respect of fractional entitlements).

Under the terms of the Offer, each Share plc Shareholder will be entitled to receive:


for each Share plc Share: 4.1 pence in cash; and


0.0008355599837 New ii Shares

Based on a valuation of £441.62 per New ii Share (which implies a valuation for all of the currently issued ii Shares of £675 million), which has been agreed between the Share plc Board and the ii Board (the "Agreed New ii Share Valuation"), the Offer values each Share plc Share at 41 pence and the entire issued and to be issued share capital of Share plc at approximately £61.9 million on a fully diluted basis, and represents a premium of approximately:


41 per cent. to the Closing Price of 29.00 pence per Share plc Share on 14 February 2020, (being the last Business Day before the date of this Announcement); and


38 per cent. to the volume-weighted average price of 29.72 pence per Share plc Share for the 3 months ended 14 February 2020 (being the last Business Day before the date of this Announcement).


That is just a short clip from the announcement, the directors of Share plc seem to be advising share holders to take up the offer but one question remains outstanding and my earlier telephone call to ii (interactive investor) didn't answer it: what is the list price of ii "A" Shares...? ii tells me that ii is not a publicly listed company and could not comment on the question was ii intending to list at the same time as attempting to purchase Share plc?

You may attempt to guess that the listing is merely the Share plc offer price minus the cash offer but experience has taught me that this may not be the case...

I think at this stage the usual stock answer is appropriate: "Await documents!" :think:

NB: Share plc share price at the time of writing +12.28% on the day...!!!

I hope that is helpful to members :thumbup:
Last edited by Boro Boy on Mon Feb 17 2020 2:35pm, edited 1 time in total.
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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by garindan » Mon Feb 17 2020 2:35pm

Yes, this is the culmination of the takeover move made a few months back. It basically equates the share value to the same that we bought them for 5 years ago, which is fair enough.
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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 2:37pm

garindan wrote:
Mon Feb 17 2020 2:35pm
Yes, this is the culmination of the takeover move made a few months back. It basically equates the share value to the same that we bought them for 5 years ago, which is fair enough.
Yes the return of ii...

Luckily I have a reasonable profit to be had but I would still like confirmation of the ii A shares to ensure this is correct and a good deal...!

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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 4:19pm

I bet we all hope this isn't the ii (interactive investor) that is spoken about in the Press release at the top of the thread!!! ;) See: https://www.fca.org.uk/news/warnings/in ... rised-firm

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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by garindan » Mon Feb 17 2020 5:55pm

I've just read on the AVN forum that those who hold under ~1000 shares will get 41p cash per share and not get the 4.1p a share and a proportion of new ii shares. I haven't checked, but if this is the case we would have had the following outcome:

- cash sum of £205.00, when we paid £203.50 for the 500 original shares
- had member benefits for 5 years, saving us at least £2.25 per trade during that period - we have bought 31 shares and sold 23 of them during this period, so we should have saved at least £120.00 on our share purchase expenditure during that time
- had dividends of £12.80 (6.3%)

So that will have been quite a decent deal for us all considered - £14.30 clear profit (7%) and £120+ saving on costs over 5 years, set against a £203.50 outlay :thumbup:
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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 6:36pm

The official documentation says nothing about the 41p you mentioned. The "cash" element is only suppose to represent 10% of the offer and 90% in shares so I doubt the 41p discussion (therefore your calculations above) are correct...maybe.

Further information (!) (well sort of) from the ii phone in helpdesk by email after an abortive conversation earlier today, it reads:

Dear Mr Xxxxxx,

In regards to our phone call earlier to day I can only reconfirm but the announcement has only been made today.

From this no finer points have been discussed as yet in regards to the new list price of the A shares from the buyout.

More information will sent out in due course, in the meantime if you have any further questions please feel free to call in or email us.

Kind Regards
Fenton Ludden


Not really informative, so I hope the Directors of Share Plc. received more information before advising share holders to sell...!?! :wtf:

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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 6:59pm

CALCULATIONS:

No. of Share Plc. held = X x 0.0008355599837 New ii Shares @ £441.62 per New ii Share + 4.1p in cash x No. of Share Plc. held = Total

May prove fruitful for some! :D

Even better if a counter offer comes in...!!! :think:


Downside for your club is you only hold 500 Share Plc shares and that converts to less than 1 full ii New "A" share so you may get nothing for this part of the calculation - can't find any mention of what happens in those circumstances... :ugeek:

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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by garindan » Mon Feb 17 2020 9:13pm

Boro Boy wrote:
Mon Feb 17 2020 6:59pm
CALCULATIONS:

No. of Share Plc. held = X x 0.0008355599837 New ii Shares @ £441.62 per New ii Share + 4.1p in cash x No. of Share Plc. held = Total

May prove fruitful for some! :D

Even better if a counter offer comes in...!!! :think:


Downside for your club is you only hold 500 Share Plc shares and that converts to less than 1 full ii New "A" share so you may get nothing for this part of the calculation - can't find any mention of what happens in those circumstances... :ugeek:
This is most likely why the policy may well be total cash for all those with less than ~1000 shares as it would be the easiest way to remove the issue.

EDIT: I have just taken a look and found this in the offer text:
Fractions of entitlements to New ii Shares will be rounded down to the nearest whole number of New ii Shares and Share plc Shareholders will receive cash in respect of fractional entitlements to New ii Shares on the basis of the Agreed New ii Share Valuation, rounded down to the nearest penny, provided that the total amount of cash required to satisfy the cash consideration under the Offer (including under the proposals to be made to participants in the Share plc Share Schemes) and such fractional entitlements does not exceed £16.2 million.
Therefore we will not be entitled to any new ii shares on this basis and our holding will be paid in cash according to the above and a couple of other associated clauses if fractional entitlements exceed £16.2 million.
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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by Boro Boy » Mon Feb 17 2020 9:27pm

garindan wrote:
Mon Feb 17 2020 9:13pm
Boro Boy wrote:
Mon Feb 17 2020 6:59pm
CALCULATIONS:

No. of Share Plc. held = X x 0.0008355599837 New ii Shares @ £441.62 per New ii Share + 4.1p in cash x No. of Share Plc. held = Total

May prove fruitful for some! :D

Even better if a counter offer comes in...!!! :think:


Downside for your club is you only hold 500 Share Plc shares and that converts to less than 1 full ii New "A" share so you may get nothing for this part of the calculation - can't find any mention of what happens in those circumstances... :ugeek:
This is most likely why the policy may well be total cash for all those with less than ~1000 shares as it would be the easiest way to remove the issue.
Fingers crossed for you but as I said earlier I couldn't see any details about that technicality for you; so hers's hoping you don't end up loosing out because you have less than 1000 shares - perhaps you should find out for sure and if necessary the club should consider purchasing another 500 shares to avoid missing out...!?!

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Re: CORPORATE ACTION: Share plc - Take over share and cash offer...

Post by garindan » Mon Feb 17 2020 9:49pm

Boro Boy wrote:
Mon Feb 17 2020 9:27pm
Fingers crossed for you but as I said earlier I couldn't see any details about that technicality for you; so hers's hoping you don't end up loosing out because you have less than 1000 shares - perhaps you should find out for sure and if necessary the club should consider purchasing another 500 shares to avoid missing out...!?!
To be fair - I think it is pretty clear in the terms of the offer statement what the situation is if you read the extract I have quoted and the following paragraphs. It is true, we might get a pro-rata lesser amount if the amount of cash payable in total is greater than £16.2m but investing more is perhaps not the answer.
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