Superscape Share Discussion Threads

[gmb] 06/3/2008 15:54

Didn't someone say earlier that they look to be getting desperate if they are chasing up shareholders on the phone?

[patsy ann2] 06/3/2008 15:22

Haven't got up to date with all the messages here, but I got a surprise tel call from Glu yesterday, which I remember Paul Mason got as well. I told the lady that I would NOT be accepting the offer. I hold over 121K shares.

[helen troy] 06/3/2008 14:56

I would have thought GLU would get a MM to raise the bid to 10p and pay him some 'commission' on top of that for what shares he managed to get. That would be legal, wouldn't it? It might attract some waverers, who would get the money straight away, when everybody else will have to wait.

HoT

[edmondj] 06/3/2008 13:24

Here's another recent bid for comparison. Looking at various others, note that offerors typically leave the offer open 'until further notice' after going unconditional in all respects, to do as much sweeping up of dissidents as conveniently possible. Not guaranteed with Glu/SPS but Glu's bark is probably worse than its bite.

8 February 2008

FOR IMMEDIATE RELEASE

Recommended Cash Offer for The MTL Instruments Group plc by Cooper Controls
(U.K.) Limited, an indirect wholly-owned subsidiary of Cooper Industries, Ltd.

Offer unconditional in all respects

Introduction

On 19 December 2007, Cooper Controls (U.K.) Limited ("Cooper UK"), an indirect
wholly-owned subsidiary of Cooper Industries, Ltd. ("Cooper"), announced the
terms of a cash offer for the entire issued and to be issued share capital of
The MTL Instruments Group plc ("MTL"), which was recommended by the board of
MTL. The full terms and conditions of the Offer were set out in the Offer
Document dated 20 December 2007.

Cooper UK is pleased to announce that all the conditions to the Offer, as
indicated in paragraph 1 of Section A of Appendix I of the Offer Document, have
now been satisfied or waived and accordingly the Offer is today declared
unconditional in all respects. The Offer will remain open for acceptance until
further notice.

Level of acceptances

Cooper UK announced on 11 January 2008 that the Offer had become unconditional
as to acceptances and that Cooper UK had received acceptances from MTL
Shareholders in respect of 18,030,309 MTL Shares, representing approximately
91.91 per cent. of MTL's existing issued share capital. These acceptances
included 5,459,072 MTL Shares, representing approximately 27.83 per cent. of the
existing issued share capital of MTL, which were the subject of irrevocable
undertakings to accept the Offer, and 1,647,733 MTL Shares, representing
approximately 8.40 per cent. of the existing issued share capital of MTL, which
were the subject of a letter of intent to accept the Offer.

Cooper UK announced on 24 January 2008 that total valid acceptances had been
received for 19,272,926 MTL Shares, representing approximately 98.24 per cent.
of MTL's existing issued share capital.

Cooper UK announced on 31 January 2008 that total valid acceptances had been
received for 19,296,333 MTL Shares, representing approximately 98.36 per cent.
of MTL's existing issued share capital.

Cooper UK further announces that, as at 3.00pm (London time) on 8 February 2008,
Cooper UK has not received any further valid acceptances from MTL Shareholders.

Accordingly, as at 3.00pm (London time) on 8 February 2008, Cooper UK had
received valid acceptances of the Offer from MTL Shareholders, in respect of
19,296,333 MTL Shares, representing approximately 98.36 per cent. of MTL's
existing issued share capital.

Cooper UK has not yet received valid acceptances in respect of 321,340 MTL
Shares representing approximately 1.64 per cent. of the existing issued share
capital of MTL.

Further acceptances

MTL Shareholders who have not yet tendered valid acceptances in respect of the
Offer and wish to do so are urged to do so as soon as possible. The Offer will
remain open for acceptance until further notice.

[man overbored] 06/3/2008 13:18

EJ - think about it: given the CA compulsory acq power, there would be no question of delisting - and no "threat" of so doing (which you have previously recognised)- because SPS would have to re-register as a private co with one shareholder!!!!

[edmondj] 06/3/2008 13:12

90% is the level in the rules, unless my book is out.

[man overbored] 06/3/2008 13:07

GLU can set a level of acceptances (min 50%) at which their offer becomes unconditional. The other conditions are nothing to do with the %age held. So, if they set say 77% on Monday and none of the other conditions have been breached, the offer is then unconditional in all respects, I think.

[edmondj] 06/3/2008 12:56

legate,

"I am expecting GLU will announce the offer unconditional next week in the event they fall sort of the 90% acceptances level, they will then pay off all those who have accepted, delist and take the company private."


They can't apply for de-listing until past the 90% level i.e. the offer is unconditional in all respects.


Also, I am surprised if Barclays is giving out private telephone numbers to Glu.

I haven't been contacted.

[nicandy] 06/3/2008 12:48

Looks like GLU are still buying on the market,1,700,000 @ 10p, why did't the MM's raise the offer to say 11p knowing that they wanted the shares.

[man overbored] 06/3/2008 12:37

No, they cannot COMPULSORILY acquire over 10% in any circumstances, but they can buy minority stakes at agreed prices after the offer closes. The disadvantages of having a > 10% minority are manifold, not just extra accounting - an outsourced register for one thing, inability to utilise all CT losses b/f for another, the spectre of a minority looking out for prejudicial conduct........it is a long list.

[helen troy] 06/3/2008 12:23

Man Overboard,

the trouble with delisting with 77%, is that maybe(I don't know the precise rules for a delisted company) they can't compulsorily buy the remaining 23% by overpaying. Some inetia/don't kmow/ people may not sell. Get over 90% with a listed company offer and you can force sells of the remainder. Its all neat and tidy, and you save on not accounting for the minority.

Considering GLU have incurred costs to reach this stage, and they are not a huge way away from the 90%, I think some improved offer could close the deal, and they would still be stealing the company.

They could negotiate with TBH and KBC and wrap this up quickly.

I think they may come out with an improved offer(don't know how much) next Monday and also go unconditional.

If they don't do that, and just pick up a few % in the market, then they must really start thinking about letting the offer lapse.

HoT

[man overbored] 06/3/2008 12:02

Ah, but that is where the rub lies: that would be prejudicing a minority.

[legate] 06/3/2008 11:59

Helen Troy

"yes, legate, but a share in a private subsidiary of an American company is still worth something."

I put the case to you HT that GLU just run the Superscape subsidiary down in terms of assets and trading operations and it just becomes a shell, what is it worth then?

[man overbored] 06/3/2008 11:35

HoT: I believe that only shares tendered in acceptance of the offer count towards the 90% threshold at which the remainder can be compulsorily bought at the offer price - so I agree with you.

To increase the offer price when they have 77% means over-paying on all 100%; they will certainly not want > 10% minority, so does not logic say that they should delist with at least the current 77%, then over-pay for the remainder?

edit: Actually, I think shares bought in the market also count towards the 90%.

[helen troy] 06/3/2008 11:35

yes, legate, but a share in a private subsidiary of an American company is still worth something. And if GLU were to be taken over further down the line, that share would have to be bought. Certainly not a short term game though.

HoT

[legate] 06/3/2008 11:25

I am expecting GLU will announce the offer unconditional next week in the event they fall sort of the 90% acceptances level, they will then pay off all those who have accepted, delist and take the company private.

I believe I am right in saying that having declared the offer unconditional they have to leave the offer open to those holding out for a further period of I think 14 or 21 days, then curtains on the offer for them. To those who want to hang onto the shares in a private subsidiary of an American company the best of British luck, there will be no motivation for GLU to pay more than 10p a share, they might even pay much less a year down the road, as they have effective control and there will be no market quotation for the shares.

I think one journalist suggested investing directly in GLU if people were mad enough to pursue the mobile gaming investment track, but I suspect that GLU will come 'unstuck' in that field as Superscape has.

[helen troy] 06/3/2008 11:17

SRSM, the lesson I have learnt, quite simply, is don't believe everything the management say, especially in a small company. I trusted the management statements made by this company, and I have been badly let down.

I still have a little power left, however, to contribute to spoiling the party.

HoT

[helen troy] 06/3/2008 11:14

Re my earlier question Man Overboard. If this scenario occurs, and GLU then picks up enough extra shares to take them over the 90%, can they forcibly buy the balance? I tend to think not.

To avoid this ugly (for GLU) situation, they could up their offer. It shouldn't take a fortune to get them over the 90%.

So can we place the uncommitted shares.

I think KBC Peel Hunt still have theirs. No RNS has been issued, and GLU got their shares last week from some other intermediary. OK, there has been a biggish sale this week, and we may know on Monday who provided those shares.

So if KBC have 5%, and the dissenters have 12% (assuming the line has held), the balance of 6% could be inactive/inertia holders who don't know/don't care what is going on.

That leaves the 12% and 5% as quite key holdings for the success/failure of at least the 90% case.

HoT

[srsm] 06/3/2008 11:14

A number of people have stated that they have learned a valuable lesson from this issue. I find myself musing on what that might be. You hold a technology company shares. They go through a bad patch but just as they appear to be pulling through to profitability they get sold for a bargain price.

I can't figure out how that kind of scenario can be avoided - we, the part owners of the company, are not allowed to know how well (or badly) the company is doing. How can we take this 'knowledge' forward to a new situation and what do we do differently in the future (except perhaps abandon LTBH)?

A couple of similar LTBH situations - Indigovision: on it's knees and with predators trying to close the company to get at its cash - luckily, the management were totally committed and trustworthy, share price then 40p, share price now 760p. And SEO risen 6 fold in the past 3-4 days (don't hold them dammit).

Shares can go up as well as down.

[man overbored] 06/3/2008 11:04

If SPS is de-listed with a minority (obviously >10%), there is absolutely nothing to prevent any holder offering their shares to GLU for whatever price they want! The costs avoidable by GLU may well warrant their stumping up well in excess of 10pps. Just a thought.

[srsm] 06/3/2008 10:58

I just got the phone call asking what I was going to do. Told them that I intended not to agree to the offer. The young lady then thanked me for my time so I butted in and asked if there was a mechanism to pass on comments - she said they do pass on comments. So I told her that many PI's believe that some form of fraud was ongoing (selling the company cheap to be rewarded with big pay rises or lots of Glu shares).

If you get called you might as well say something but odd that they do not explicitly ask for comments just the yes/no.

[helen troy] 06/3/2008 10:55

I'd possibly go for that abc, but at a better price than 10p.

Just had a call from somebody representing GLU mobile (apparently). Usual 'may be recorded for training purposes' blurb. They understood I held my shares in nominee with Barclays. They explained I was under no obligation to answer their question, but did I expect to accept the extended offer of March 3. I said I wouldn't be accepting, and was looking for a higher price. End of call.

So GLU are worried enough to be doing some market research.

IMO it won't do any harm to reply similarly to any such calls, even if you plan to accept. May get a higher price.

HoT

[abc125] 06/3/2008 10:44

Hot...maybe we could get them to exchange our sps shares for Glu shares?....you can hold nasdaq shares in a self select isa.

[old tom howard] 06/3/2008 10:35

Sorry wrong Fred.

[old tom howard] 06/3/2008 10:34

Anyone seen Fred?