Cambria Automobiles Share Discussion Threads

[effortless cool] 25/8/2021 13:12

"The Offer is conditional on ... valid acceptances ... being received ... in respect of not less than 75% (or such lesser percentage as BidCo may decide) of the Cambria shares to which the Takeover Offer relates".

Not entirely clear-cut, due to the bracketed part, but my interpretation is that BidCo cannot delist without getting 75% acceptances so would likely let the offer lapse if they fall short.

[aim300] 25/8/2021 10:41

If Lavery fails to get 75%, what happens to those who accepted? Would their shares still end up being bought over and Lavery ends up being super majority?

[effortless cool] 23/8/2021 10:57

That's great, Joe.

[joe say] 23/8/2021 08:03

Thank you for all the links - I shall of course be contacting Alex

And the FCA (who'll hopefully be binned - what a waste of space they are)

[effortless cool] 23/8/2021 07:36

To the top. Alex Bossert's post 532 added to the header.

Any shareholder reading this is strongly advised to contact Alex.

[boss456] 22/8/2021 19:46

IMPORTANT AND TIME SENSITIVE INFORMATION:


This is Alex Bossert of Bossert Capital. We own ~1.2m shares in Cambria.

If you own shares in Cambria please reach out to me immediately: [e-mail] or via Twitter:



Also, I want you all to be aware that you do not need to tender by September 3rd because if Cambria does end up getting 75% support, which then means they can force a delisting, we all have a 14 day window to tender afterwards.

"If the Offer becomes unconditional as to acceptances, it will remain open for acceptance for
no fewer than 14 days from the date on which it would otherwise have expired."

See page 48 of the offer doc:
hxxp://www.cambriaautomobilesplc.com/resources/camb_offer_final.pdf



There is lots of chatter on Twitter regarding Cambria. Here are some of the recent tweets:

[baal1973] 24/7/2021 07:50

And so I did but for no avail. No option to vote NO.

[gdjs100] 23/7/2021 09:00

This sounds like a terribly designed system from IB, with a 'yes' vote easy to do, and a 'no' vote somewhat manual. Unlike a takeover offer, not doing anything here means your voice is not heard.In other news, how long does it actually take for Mark Lavery to discuss the offer with the remaining shareholders?

[effortless cool] 23/7/2021 08:26

mm84, you should contact them directly and instruct them to vote 'no' on your behalf, if that is your intent.

[aim300] 23/7/2021 00:56

The voluntary CA election tool is only for absolutely necessary actions - which is whether we want to get cash or bidco shares.

[aim300] 23/7/2021 00:56

You would have to create a ticket under 'Corporate Action' and directly message them to vote against the scheme.

[mm84] 22/7/2021 09:59

Any reason why Interactive Broker's clients can only see 2 voting options?

Option 1. Vote YES to 0,8 per share
Option 2. Vote YES to getting Bidco shares

[effortless cool] 08/7/2021 17:47

Good spots, gdjs100.

No doubt the 'consideration shares' have been included to allow these three institutional investors to participate in the attempted pillage of CAMB's other shareholders.

[gdjs100] 08/7/2021 16:45

Also interesting they state the three largest *UK* institutional shareholders - not the three largest institutions though. Third largest institution is Olesen Value Fund, a US institution with 4.8% of the shares outstanding, who have not signed a letter of intent!Interesting

[gdjs100] 08/7/2021 16:42

Interesting RNS from Cambria. They have changed the denominator for the % acceptances from the 16/6 RNS to make it sound higher, now using the 60m ex-Lavery shares instead of the 100m total shares:Today:"Therefore, Bidco has received Irrevocable Undertakings or Letters of Intent to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Offer at the General Meeting in respect of a total of 25,862,866 Scheme Shares (representing approximately 43.10 per cent. of the Scheme Shares) including now from Cambria's three largest UK institutional shareholders."16/6:"Therefore, Bidco has received irrevocable undertakings or letters of intent in respect of a total of 22,688,198 Scheme Shares representing approximately 22.7 per cent. of the existing issued share capital of Cambria as at 15 June 2021 to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Acquisition at the General Meeting."

[joe say] 06/7/2021 07:43

Well you can count about 0.01% as a No already - having lodged my votes with HL

[gdjs100] 06/7/2021 07:18

Hi mm84,From the document you cite, "representing at least 75 per cent. in value of the Scheme Shares voted by such holders" - key bit "of the scheme shares voted" and he can't vote on his 40%. He doesn't need 45m shares, he just needs 75% yes votes on the number of shares that vote.This is a good guide, have a read of 3.1.2:hTTps://www.cliffordchance.com/content/dam/cliffordchance/PDF/takeover_guide.pdfWe suspect this is why Duckers, Mullins et al dropped out of the original deal, as they would have formed part of the concert party and also wouldn't be allowed to vote.

[mm84] 05/7/2021 15:13

Hi gdjs100

Are you saying that the 75% of votes is not 75% of the TOTAL shares outstanding, but 75% of the 60% of the shares outstanding that aren't in the hands of Lavery?

That would be 45% of the total number of shares outstanding or 45 million shares, right?

Taking into consideration that the other shareholders who have already said they would vote YES hold 22.7 million shares, Lavery needs an additional 22.3 million shares to take it private.

Is this what you meant?


If yes, what makes you say this? Because the Scheme Document states that Lavery needs 75% of the votes of the Scheme Shares, and that there are 100 million Scheme Shares.See below:



"The Offer value is calculated on the basis of the issued share capital of Cambria as at the date of this document comprising 100,000,000 Scheme Shares and the fully diluted Offer value comprising 100,000,000 Scheme Shares and 3,575,000 options over Scheme Shares."

"the approval of the Scheme by a majority in number of Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing at least 75 per cent. in value of the Scheme Shares voted by such holders"

[mortimer7] 05/7/2021 10:32

SMMT have released the figures for UK new car registrations for the month of June today. Total 186,128. June 2020 was 145,377. June 2019 was 223,421.

[gdjs100] 03/7/2021 11:39

It needs 75% of the votes to go in favour, but Lavery's 40% shareholding is not entitled to a vote.If you vote "no" and that 75% target is surpassed, you'll get 80p per share along with all other shareholders irrespective of how they voted - you won't get any contingency shares unless you have explicitly asked for them.

[mm84] 02/7/2021 16:39

Hi guys, what happens if we vote NO and they get enough votes to take it private? Will we be bought out or will we get the bidco shares?

By the way, how many votes do they need?

Cheers

[joe say] 02/7/2021 07:55

Received my email ex HL and looks like I'll be doing the same

[stevie31] 01/7/2021 14:44

Quite opportunistic in my book - and therefore I too have voted against

[gdjs100] 01/7/2021 14:35

HL election option came in today for those with HL - voting "no" felt quite satisfying!