|Just dropping in to wish Good Fortune to all fellow ex-Overneters
hope you are all well
OND was a ride.
Whats the next one?
Times are mighty tough, but I there are still opportunitys down the road.
|Leo Knifton play..... Have a look at LHP!|
|For anyone who is holding or interested in OND, I have today started a new thread, FGN.|
|For anyone who is holding or interested in OND, I have today started a new thread, FGN.|
|Looks like most of the fickle holders have been flushed out now. The share price has risen siginificantly above the price at re-listing.|
Your talking to yourself again!|
|breaking out into fesh air. Could go anywhere now.
|A bit of blue sky coming I think - might be worth a look in the morning:
OverNet Data PLC
14 June 2004
OverNet Data Plc ("OverNet Data")
14 June 2004
Overnet Data Plc Announces Approval Of Acquisition And Name Change
Overnet Data plc today announces the approval of the merger agreement to effect
the acquisition of the entire issued share capital of FuturaGene, Inc. and
change of name to FuturaGene plc ("FuturaGene" or the "Company"). The
acquisition will result in the business of the Company becoming the acquisition,
development and commercialisation of intellectual property licensed from a
number of universities and research institutes, in the field of agricultural
To date FuturaGene has raised over $600,000 of external capital which has
allowed the Company to continue with both its research and commercial
activities. Through the merger with OverNet Data approved at the EGM on 14 June
2004 the Company has raised #1.9 million (before expenses). Insinger de
Beaufort, the Anglo-Dutch bank is the nominated adviser and broker to FuturaGene
and carried out the successful merger and flotation on AIM.
FuturaGene holds the patents for a range of gene discoveries, which confer
stress tolerance in major crops. FuturaGene has obtained worldwide exclusive
licences over patents on genes capable of improving crop yields under a-biotic
stress, this being cold, drought and salt stress and also pathogen attack.
FuturaGene's work on a saline-resistant gene is aimed at transforming salt-rich
soils which account for #4bn in lost yields each year in the US. Working
prototypes of the salt gene are currently undergoing evaluation in both tomato
and rice plants prior to the start of field trials. This work is being conducted
at Arizona University and it is planned that the gene will be licensed to a
leading seed manufacturer. The implications are remarkable. A salt resistant
crop, whether it be tomato, rice or wheat, could be grown in salt-rich soil or,
could allow the use of low quality water for irrigation. This throws up obvious
and major possibilities, such as the cultivation of crops in the Middle East,
for instance, where fresh water is at such a premium.
Other activities include the development of a working prototype of a
drought-resistant gene and a cold-tolerant gene.
Leo Knifton, Chairman commented, "The work currently being conducted seeks to
enhance or reawaken genes which, because of the environments in which they have
grown, have become dormant. We believe this is very important technology because
currently crops in the field are only able to produce approximately 25 per cent.
of their genetic potential due to their inability to respond rapidly to
stresses. We contend that our work will make for a greener world - one in which
plants will need fewer herbicides. This a very exciting stage in the development
of FuturaGene and I look forward with great confidence to the future.
It is the view of FuturaGene that these technologies are extremely important
because they improve traits that have been lost in the crop species. In fact
for centuries crop species have been selected to achieve higher yield and crop
quality without consideration for tolerance to environmental stresses. In other
words crop breeders thought there would always be fresh soil and clean water to
use. Now with global climate changes and increasing pollution the situation has
changed completely. Additionally most available arable land is already used for
crop production and most countries are facing severe drought and salt stress.
Though we are concentrating now on food crops, FuturaGene will be looking at the
implications of our work on cotton, hemp and trees for instance."
The Company's research partners are the Universities of Arizona, Illinois,
Purdue in Indiana and California (Riverside). The approach to the
commercialisation of research output is through licensing agreements with seed
and agro companies.
For further information please contact:
Insinger de Beaufort Nandita Sahgal/Fiona Fenn Smith Tel: 020 7377 6161
This press announcement has been issued by Insinger de Beaufort on behalf of
OverNet Data Plc
Insinger de Beaufort is a subsidiary of Bank Insinger de Beaufort N.V.
Regulated by the FSA
Registered in England and Wales No. 2479169|
|OverNet Data EGM approves FuturaGene buy, name change
LONDON (AFX) - OverNet Data PLC said that, as announced on May 20, the
purchase of FuturaGene Inc and the change of the company's name to FuturaGene
PLC has been approved by shareholders.
The acquisition will result in the business of the company becoming the
acquisition, development and commercialisation of intellectual property licensed
from a number of universities and research institutes, in the field of
Chairman Leo Knifton said he looks forward with great confidence to the
|up we go!!
|I think that last trade of 20 at £1.08 is going to drag this share down big style, put on your helmets and retire to the shelters.|
|Stew - I must say I find your 38p placement article quotation very intriguing. I certainly have a view on what's going on, but I've decided to keep any further calculations to myself now until after the EGM (I'll just say that the current share price must have a speculative guess between the asset value of the business and the value patented revenue future cash flows, IMO). And once OND is completed hopefully this will have provided a good test case for what to expect with VOS.|
|Up and down like a tarts knickers!
(no investment advice intended!)|
|Placing price is 38p according to this source.
|capricorn_1, OK I see where you're coming from. It's a reasonable point. I still disagree but it's not worth getting into further. BTW, I think there IS a large difference between market price and placement price already, although that's speculation on my part. There must be full detail of the placement price in the resolutions? And also proper info on the acquisition terms? The lack of detail in the RNS has a bad smell about it.
Any deferred consideration is most definitely NOT a way to fund further working capital since these shares will be issued to the current Futuragene owners for NOTHING if/when criteria are met.|
|Thanks for your take on point 4. Whilst I can fully see the logic of deferred placements, which I still argue are a way to fund further working capital, I don't see why the initial price can be fixed now with 100% certainty, if the MMs didn't do a good job of controlling the price in the run up to the 15th, and there was a large difference between market price and placement price. Let's see what happens anyway.|
|Point 4, capricorn; a certain amount of the consideration will be deferred, probably with a number of performance criteria attached. EG if Futuragene makes 1M turnover then a further 5M shares will be issued. If 2M then a further 10M shares etc. (These are made up numbers. The priniciple is the same whatever the conditions may be.) This is normal practice.
You may be right that the deferred considerations will be shareprice dependent but the initial issue doesn't seem to be.
Krakow, listening to rumours is a great way to lose lots of money. For every one that comes true, a dozen more turn out to be complete rubbish.|
|Look at the buys comming in now! Looks like most of the sellers have been flushed out. This is the first day -since relisting- when buys are exceeding sells. The offer price too is now the highest since suspension.|
|Stew - Firstly thank-you for reviewing my points, which were mainly made to stimulate discussion.
1. You are correct the current volume of shares in circulation is 9.16M. This has now been edited.
2. You are also correct that technically this is a Placing and Acquisition...indeed it is a "float" that FuturaGene are avoiding through this RTO.
3. You state that you believe the price conditions of the placing have been fixed already. Whilst, like you, I'm sure a target placement price is set, why do they need to say a maximum of 45M shares? This implies that there is scope for movement here.
4. They state that 17.5m shares will be locked for 12months. They also say this represents 69.57% of the enlarged capital. Surely if one states a pct. like this then they are saying that they've already decided that 16M shares(17.5/0.6957 - 9.16M)will be placed onto the market on June 15th. If that's the case then what's the point of getting 45M shares authorised at the EGM? I might be wrong about this, but what if a NAV for futuragene had been set at an agreed target price, and then OND shares on the evening of the 14th June were only trading at 40p, whereas the valuation calculations had assumed 100p...wouldn't they need to issue more shares to meet that valuation? Hence the point re: "maximum". If my assumption were correct then the MMs would have an interest in stabilising the price torwards its target level, would they not...Are today's SARs not part of that process?|
|StewJames. You should have listened to the rumours and bought some at 3p instead of spending so much time talking yourself out of what would have been a great earner for you. That's what we're here for, isn't it? To make money?|
|topnotch, I suspect I'm one of the "experts" you're referring to. If so, then I'd like to point out that I questioned you, not derided you.
StewJames - 3 Feb'04 - 15:58 - 53 of 227 edit
topnotch, I understand fully why a company would want to get an AIM listing. What I don't understand is why they would choose Overnet at 50p as the vehicle. In your own example, you would have had to relinquish equity not just to new investors in the placing but also indirectly to the existing shareholders of the company you were reversing into. In the case you cite that wouldn't have been too onerous since it would have "cost" you a few hundred grand of your company assuming terms were based on fair value at the current shareprice. In the case of any company reversing into OND, that cost would be 5M, or 10M if your quid target is to be believed. Why would you want to do that? There are other, far cheaper shells around, for example MKP trading at around net cash. Not to mention the more traditional route to obtaining a listing costs a fair bit less than a million itself.
I stand by everything I said. The owners of Futuragene are surrendering a substantial portion of their company to get access to the cash. If the current valuation is at all realistic then they've been forced to accept well below that value in order to secure funding.
capricorn, today's SAR shows there are 9.15M shares in issue.
I don't understand where you're coming from with this:
1. The new proposed floated volume of shares will be 25.26m, hence 15m will be floated on June 15th following EGM approval (very conveniently exactly one third of the total approved share capital).
Today's SAR shows there are currently 9.15M shares in issue. What's convenient about issuing exactly 1/3 of the authorised share capital?
2. OND are making an assumption of what the target share price will be on June 15th, in order to make this calculation (i.e. 17.5m / 0.6957). At current prices, the combined entity will be valued at £25m!
I don't see anything in the wording of the announcement suggesting a
price-dependent component. It reads as if all the conditions and prices have all been fixed. The market price makes no difference.
3. There is a provision to issue a maximum of 45m shares...this is available presumably for further share placements after the first 12months working capital runs out and/or in case the target share price upon floatation drifts lower than the current calculation.
This relates to the purchase price of Futuragene. The maximum price will be 45M shares. These shares will not be used for fundraising activities (at least, not unless the conditions for their issue have passed). I'd guess there's another resolution about increasing the authorised share capital which would allow them to issue more shares for cash, although it may be high enough already that they have no need to do this. Changes in the authorised share capital don't generally mean much. Most companies have a safety net whereby they can place shares without having to consult shareholders first. Doesn't necessarily mean they will.
So the next question is what is the expected float price for the shares £1, £1.5 (as someone suggested last week), 75p....who knows (besides the MMs managing them to their final destination June 15th)....but £1 so far seems to be the center of gravity for this stock.
This is a placing and acquisition, not a float. The shareprice is completely irrelevant to the process.
Today's RNS are interesting. Someone has taken a very large spreadbet position, presumably since the suspension was lifted. Could be a straightforward long but I'm more inclined to think it's related to the placing and acquisition somehow. Any ideas?|
|I always laugh when people criticise Joe for his share picks - so far this one has just been a 35-bagger - YOU DESERVE THE PLAUDITS JOE!|
|well, we have to wait & see but it does look as if the MMs are trying to flush out the holders who were spooked by the suspension.|