Pilat Media Global Share Discussion Threads

[smithie6] 17/1/2014 17:46

"I do think that the offer was a low ball but there you go what can we do. In reality not much as I think Sintec have 75% in the bag."

I'm not so sure

if they did, then imo they would have declared it as a done deal in the RNS...and they didnt.

[smithie6] 17/1/2014 17:45

Winsome
"They may well be worth a lot more than 95p in our opinion but it could take years to get there."

or
if they issued a summary of the annual results and an outlook (ref. backlog of work in the RNS) would the share price get there straight away ?

imo it stinks if Sintech can make an offer ...with bod presence.....so knowledge of contract expansions (ref. RNS).....and turnover/profit in 2013....
but the shareholder who have to decide yes or no .....do not have the same information...
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[obiterdicta] 17/1/2014 16:22

Scorpione -too late now. I have taken my money off the table and missed 6p on my holding. I will just have to make it up elsewhere. May be my broker did get it wrong. Oh well. What I never have I will never miss. Thanks for the information though.

[scorpione] 17/1/2014 16:09

obiterdicta - I would double check with your broker. I accepted the offer in 2009 (which naturally did not go through in the end) and the acceptance document from memory had a declaration to sign to confirm whether you are an Israeli citizen or not. Non Israeli citizens did not get the tax withheld. Mine were in Crest also by the way. I cannot see what the difference would be this time.

[obiterdicta] 17/1/2014 15:29

I sold out today. I held a substantial amount of PGB in my SIPP. I had spoken to my broker and he said that if your shares were held in a crest account you would have 25% tax withheld by the Israeli Government and could not give me any assurances that the sum withheld was reclaimable. He said that he had spoken to his tax department. I therefore sold at a 6 p discount {89p}to the offer rather than run the risk of having a substantial sum withheld in tax. Even if the tax is reclaimable it will still take some time to recover.

I do think that the offer was a low ball but there you go what can we do. In reality not much as I think Sintec have 75% in the bag.

[winsome147] 17/1/2014 15:10

At the end of the day the shares are worth what someone is willing to pay for them. They may well be worth a lot more than 95p in our opinion but it could take years to get there. I haven't heard about much progress on Ottilus. Is it selling yet? If 95p is a bargain price then a competing offer may arise seeing as its now clear that the company is open to offers. If no offers arise in the next few weeks then I will assume there are no takers and I'll vote yes for the 95p offer.

[smithie6] 17/1/2014 14:38

Sintec have 14,210,782 shares.

PGB has 62.6M in total

48.4M shares left

imo
Need 36.3M shares to get 75% of the shares excluding Sintec.

Offer claims they have 24.9M

if so then I assume they then need at least another
11.4M
other shares to vote YES.


If any mistakes, please correct me with better version/data.
Any comments on whether they will get 11.4M.

Noting that the full offer document is not yet issued and various parts of the process could be changed by the FCA and/or AIM regulators and/or Israeli regulator imo

eg. certain existing YES votes may be deemed as invalid due to regulations and not allowed to vote, as per Sintec

or FCA/AIM regulator may require that the annual results are issued BEFORE a vote takes place...

and good results may push all other shareholders to vote NO !....rejecting the offer

[smithie6] 17/1/2014 14:33

Adam
Are Sintec allowed to buy PGB shares in the market or are they not allowed and they must wait for the decision of the voting ?

2) is it correct that Sintec need 75% of the actual shares to actually vote YES, "excluding" their own....whether voted or not ?

[smithie6] 17/1/2014 13:57

Adam
...you were right about Scheme take over and needing 75% of the total share capital, ie. 75% of the shares , whether voted or not
----

website updated

web address given yesterday
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calculation of P/E for the offer based on expected 2013 results...after removing nett assets.....going to produce today (maybe a coffee first !)

and certain ways that Sintec will be benefitting ...reducing the P/E to Sintec to an even lower number

I expect the result to be a P/E of less than 10. Showing imo that the offer price is a farce imo....which gives me concerns about what is really going on....and whether the claimed 'agreed sellers' will perhaps be re-investing via Rockwood...and hence may not in reality be sellers

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Pilat Media had a turnover of 4M in approx. 1998

it now produces around 4M of cash after taxes per year.

that is amazing performance. amazing.

...another reason why I am against the take over offer price.....far too low

in 2013 PGB produced much more free cash after taxes than it did in 2012. I promise.

in 5 years time this co. will be producing even more cash per year

....the shareholders should not, imo, agree to any takeover at 95p. If 95p is accepted it is its nuts imo.

[winsome147] 17/1/2014 08:49

Clear arbitrage position here. Buy at 91.5p now and take 95p just 10 weeks later. I've held these for well over a year. Another few months won't hurt. Lovely.

[adamb1978] 16/1/2014 19:08

I dont work for either! I prevsiously worked in M&A in investment banking for 15 years and now do M&A for a FTSE100 company. If you really dont believe me about how schemes of arrangement work, then please use google and do some reading. You will find that compulsory purchases are irrelevant because you either get 100% of the co or nothing in a scheme - its one of the reasons for using a scheme rather than an an offer

I had had you on filter before and therefore missed your initial posts on this thread but unfiltered you just to see what you said. It clearly wont bother you however am putting you back on filter. Bye! (my final post on this)

[smithie6] 16/1/2014 16:48

AdamB1978
Which part of Sintec or Shore Capital do you work for ?!!

you seem very keen to promote this deal, while some PIs seem to be posting opposing the deal

imo not a done deal till/unless it is announced as such

the Sintec offer of 2009 did not succeed....

and any shareholders that accepted it or sold in the market got shafted (26p I think it was....2013 and got more in cash and liquid assets than 26p/share)

that Sintec offer was a bad offer, as this one is imo.
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If have 40% then need 35% to get to 75%, if that is legal number needed

not g'teed imo that will get that 35%

If they could get the % they needed......then they would surely have announced it as a done deal.....which they havent done.

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irrevocable
the "except" list of big shareholders is quick long

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for me anyway, if a compulsory share purchase were to happen then they get my shares.....otherwise I'm keeping them...

annual results in 10 weeks.

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what are the names of the competition ?

maybe I'll send them an e-mail and ask them if they want to make a higher offer

(the IPO document should say)

[smithie6] 16/1/2014 16:41

"Subsequent to the Scheme becoming effective, SintecMedia and SMS will have respective holdings of approximately 27.71 per cent. and 72.29 per cent. in Pilat."

so, looks to me like the scheme will not take place if they achieve only 90% of the votes.....which personally I dont think they will

(if they get 90% then they can do compulsory purchase of the last 10%)

so, imo the offer may lapse in the same way as the Sintec offer lapsed in 2009

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150p and they can perhaps have my shares......and only after letting shareholders see the annual results...first...

(20-50% share price increase every year for the next 5-10 years....much better imo)

[adamb1978] 16/1/2014 15:39

Smithie

One technicality on which you are wrong: you said:

"If they dont get over 90% then they cant do compulsory purchase of shares" and "if gets less than 75% then it cant automatically de-list"

They are executing the deal via a scheme of arrangement (under the Companies Act) so if they get sufficient support (50% of those voting and 75% of number of shares) then the deal happens and it binds 100% of the shares. Its different to an offer under the Takeover Code. It will either happen and they get 100% of the shares or wont happen.

On my comment re irrevocables, what tends to happen in offers (have worked on the buyside on a number of public M&A deals) is that the institutional shareholders (funds etc) accept near to the deadline. The buyer here has c.40% support in the bag excluding shareholdings held by pensions funds, insurers etc so they should easily get to 75% once those accept.

Its a done deal I'm afriad!

[smithie6] 16/1/2014 15:35

1% of the co. shares traded

imo there is no rush to accept the deal !

[smithie6] 16/1/2014 15:27

BTW
if gets less than 75% then it cant automatically de-list

so

1) if the results at end of March are good....as the co. has said

then imo we get a rise in share price there....

2) if Sintec get 51%.....then we perhaps get a share price rise due to the benefits of being part of a bigger team, ref. advantages given in the offer doc.

3) 'if' it were ever to de-list then imo the offer price of 95p stays in place
...if you go over 30% then you have to make an offer to remaining shareholders at the max. price paid within 12 months...and if ever announce that to de-list then you get 2 weeks before it is allowed to de-list, so can still sell at that time if dont want to be in non-listed co.

(personally, if X % of takeover happens and if were to de-list ever, I think I'd personally choose to keep holding....and at least by then the final results should have been published and trading update and outlook)


4) I cant see them getting over 90% so I cant see a mandatory share buy
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maybe Riverwood have 1 or 2 companies ready to also merge with Sinntec to add other skills to the team, lovely (streaming charging company, streaming advertising company) ....I'd like a bit of that !

[smithie6] 16/1/2014 15:15

"however given the level of irrevocables plus the institutional support which will come, there is zero chance that this will not happen."


'irrevocables'- the papers include the word "except" and list the names of various large shareholders
PGB has no institucional support imo, see the shareholder list

2009 offer from Sinntec lapsed since they did not get over 75%

there is imo a lot of small print to go with this offer as well, so nothing is decided imo until it is decided....

(imo a lot of investors will not want to vote yes)
...noting that PGB at the offer price is still cheap imo compared to anything else in software sector that you can buy using the money

and who knows, maybe the offer will get cancelled for using insider info (contracts, year end turnover and profit data) not available to shareholders

[smithie6] 16/1/2014 14:54

"Organically, the share price was going to take ages to get beyond that given teh free float and given a number of people will have been put off by the Israel factor."

uh, no, imo
The share price was going up above that at end of March anyway..only 10 weeks away.....I have little patience at times, but 10 weeks I can wait !. with release of the results and directors comments of '"backlog" and excellent outlook

hence Sintec are putting their offer in before the results come out.

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"I've made over 100%"
me, about X 3 ..from 35p on results day, was it in March...and I'm not selling.

each to their own.

imho
'let your winners run, cut your losers'
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If they dont get over 90% then they cant do compulsory purchase of shares.


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Next
up is it 250 times since the early 90s.

Sage
grown well

Accesso/Loquo
grown well

etc etc

selling out early is a common mistake....not to make !

[adamb1978] 16/1/2014 14:50

People are more than welcome to vote no however given the level of irrevocables plus the institutional support which will come, there is zero chance that this will not happen.

Rather than wait 2-3 months for your money and make a futile protest vote, better to sell now and move on. For the vast majority of investors, 95p will represent a substantial profit anyway. Organically, the share price was going to take ages to get beyond that given teh free float and given a number of people will have been put off by the Israel factor.

I've happily sold out today at c.100% profit over a year or so.

[smithie6] 16/1/2014 14:18

hxxp://fulltimeinvestors.com/PGB/

[scorpione] 16/1/2014 13:49

Smithie6
no difference in CGT impact mate; you pay CGT any which way. The more you make the more you pay. The rate is 18% of profit if you are a basic rate tax payer or 28% if you are a higher / additional rate payer. You do have a tax free allowance of £10,900 pa though.

I am fuming! I had been anticipating a bid here for years but became fed up and sold out six months ago at an £8,000 odd gain; it would have been over £30,000 now!!

[smithie6] 16/1/2014 13:22

CGT for PGB holders

anyone know the different CGT impact of
- selling in the market
vs
- accepting the offer
vs
- if later de-lists and market price is at 95p/share