Nexus Infrastructure Share Discussion Threads

[pr100] 01/3/2023 15:57

A bid at what price though? A realistic low-ball offer would still have to be over 200p imho.

Not that the BOD seem too keen to allow one since everything is being processed at breakneck speed. Shareholders have to decide before they can even ask questions at the GM.

It's a bit of a concern that they didn't get the Tamdown 2022 results out in a timely manner. Valuing Tamdown is key to any shareholder decision.

[boadicea] 01/3/2023 15:18

Logically, accepting a tender offer is a sale carrying cgt implications outside an ISA. Only those lucky enough to have bought around the lows will find this a significant worry.
If the tender were not passed at the gm and the company instead opted for a gigantic special dividend (improbable) that would be taxable as dividend income. (Kills the cat by choking it with cream.)

Isn't the company now wide open to an opportunistic low-ball bid?

[pr100] 01/3/2023 14:06

Steve Moore on Shareprophets advises taking the money for 83% of your shares and holding on to the remaining shares to see how Tamdown pans out.
hxxps://shareprophets.com/views/67119/nexus-infrastructure-details-tender-offer-and-whats-the-outlook-from-here
Either way, NEXS is surely a raging buy at today's share price which values Tamdown at approx 0p.

[pr100] 01/3/2023 13:39

OTOH, if shareholders don't subscribe to the Tender Offer then the number of shares in NewCo/Tamdown will be considerably higher than 7.5m, as will the cash pile presumably.

For some, the decision to sell or not would be influenced by their tax liability on the proceeds of sale - which will be at CGT rates at best and possibly at dividend rates since HMRC hasn't given any guidance. For those who may lose a third of their 163p sale price to tax, that's a bummer.

[pr100] 01/3/2023 10:25

I can't see anything sinister in Tamdown's accounts (nor its profitable plant hire and unprofitable manpower subsidiaries). Finance charges for y/e 30/9/21 were modest at £29,000 so the mortgages and associated debentures aren't onerous.

I'm thinking that with around 400p per share in cash with around 7.5m shares in issue, there could be a strong case for not selling shares at the Tender price - and for buying more at the current price and waiting for the NewCo's market valuation.

[boadicea] 01/3/2023 09:57

I can see a number of interesting possibilities here. The price action, which is currently 'tending' upwards might give a clue to the outcome. With only the directors committed to accept we could see an external party build a substantial stake at a little over 163p by offering a better exit to otherwise intending acceptors.

Is Numis acquiring shares now?... and are they permitted to offer a premium?

Plenty of 'What ifs', but appears relatively low risk to holders so no early decision from me.

PS:Currently quoted at 162.9p to buy on line. The yellow strip is showing a very wide 160/167p - an attempt to discourage trading?

[jonwig] 01/3/2023 09:18

The accounts, etc. of Tamdown are here:



The latest results issued are to 30/09/21, and they could delay the 2022 results until June, which doesn't help.

A lot of information about Tamdown can obviously be found in Nexus's consolidated figures, but there are currently 4 outstanding registered charges againsty the company.

[pr100] 01/3/2023 09:01

So a shareholder with say 1000 shares today would still own 1,000 shares in the new Tamdown-only Plc if they decided not to subscribe to the Tender Offer?

So what is anyone's guess at the likely market valuation of Tamdown and the share price - given that there will only be around 7.5m shares in issue?

[pr100] 28/2/2023 19:21

What are the options?

[p1nkfish] 28/2/2023 17:43

What to do (?) is the question.

[boadicea] 28/2/2023 17:36

jon - That is probably/possibly what they are hoping - either because it leaves them with the maximum value in the remaining co, or it becomes an attractive t/o target so they can complete their cash-in.

Logically they wouldn't offer more than they needed to. The market has put the price where it is and was presumably not expecting much more. Anyone eager to unload a large position such as would seriously hobble a normal open market may find it attractive. Others may find it distinctly marginal ... or mean.

The interesting speculation is what happens if there is a low take-up and management end up with an overcapitalised company in which they will then hold a rather smaller %age stake than they were expecting.

This story could have legs.

[eezymunny] 28/2/2023 14:59

Such an illogical tender price imo. Wouldn't surprise me if it was voted down.

[jonwig] 28/2/2023 14:42

Wait and see what's to go for after the tender. The earth-mover might start undervalued.

[eezymunny] 08/2/2023 13:53

NAV looks like c. 225p/sh post disposal. Tender price about that, perhaps.

[wad collector] 31/12/2022 09:34

As the CEO owns such a large number of shares, presumably his interest in the share price is greater than other aspects of the deal that he might benefit from. Which is presumably good for PIs. Probably.

[pr100] 30/12/2022 13:04

Most credible potential buyers at this level would be cash, I suspect. And yes, this deal will surely go through unless another bidder is flushed out of the woodwork because Nexus needs cash and the alternatives are even less good for shareholders.

[jonwig] 30/12/2022 11:31

Today's FT tells the tale: "M&A suffers record decline in second half of 2022 as interest rate rises hit financing".

They were "exploring strategic options" for eSmart a year ago, but nothing has been forthcoming until now. I'd be very surprised indeed if this wasn't nodded through.

[pr100] 30/12/2022 09:45

The directors' "irrevocable" undertakings would instantly be revocable if the shareholders voted against the deal - which the remaining 65% would surely do if a better offer materialised.

[jonwig] 30/12/2022 09:31

pr100 - your analysis sounds right, but a counterbidder has to prize away the 35% already committed, who will get most benefit from the existing deal.

I've sold, but am willing to look again at the quoted rump when the air has cleared.

[pr100] 30/12/2022 09:30

I wouldn't rule out a management buyout of Tamdown either. I think they have been a reluctantly public company.

[pr100] 30/12/2022 09:25

Presumably we'll receive around £1.45 per share from the sale divi. What's Tamdown likely to be worth on its own? The MMs seem to think around 55p but I would guess more with the Levelling Up Bill and updated NPPF coming shortly to eliminate some of the uncertainties facing house builders. The big question will be how quickly it can generate cash - because if it fails to do so, dilutive equity issues could be on the cards. Even so, I would be happy to hold if only the new management could learn how important shareholder communications are in a listed company.

Imho, this deal undervalues the growth potential in both Triconnex and eSmart so I wouldn't rule out a counterbidder, albeit they'll have to move quickly.

[eezymunny] 30/12/2022 09:14

Tamdown lost 2m last year, pre-exceptional? Done much better in the past but an ugly sector...

[yump] 30/12/2022 09:02

I suppose in a better investment environment the bits needing investment might not have been sold off, although thats being nice about it.

Whats the betting we see esmart floated off at a great price in a couple of years.

Perhaps Tamdown will at least prove to be a reasonable income generator.

[p1nkfish] 30/12/2022 08:50

Yes, growth element taken from shareholders and ditch digger left over. At least I can find a use for the cash but a bit of a shame. Growth potential privatised. Was looking to add.