Open Orphan Share Discussion Threads

[pecuniarum copia] 15/4/2021 15:57

from the RNS of 13/4/2021...

"The Board has decided to take the necessary preliminary steps in preparation for a potential spin-out, including incorporating a new subsidiary, further details of which are outlined in the Circular.

The Company has decided to proceed in obtaining the approvals necessary for the Reduction of Capital and the Distribution in Specie which are required to implement the demerger.

Notwithstanding that the Company is seeking the necessary approvals for the Reduction of Capital and the Distribution in Specie now, these considerations remain at an early stage, and there can be no guarantee that the Reduction of Capital and/or the Distribution in Specie will be completed.

HMRC advance clearance for the Demerger has been successfully obtained so any distribution would be exempt for income tax purposes and have no capital gains implications for UK shareholders. Further announcements will be made at the appropriate time."

[tirtha2] 15/4/2021 15:53

Can someone explain the tax treatment of the distribution in species for a share holder, if the investment is held outside a tax wrapper? It will be counted as a dividend and so perhaps will trigger income tax at the time of distribution at its presumed value even if not sold. I think I am right in thinking that receiving the shares in Newco will not trigger any CGT. If the NEWCO shares go up in price and is sold after 9 months of locked in period it will only attract CGT at that time. It will be interesting to hear from the experience of someone who had position in EKF and had similar outcomes. I will appreciate some expert input.

[m5] 15/4/2021 11:55

100% Lako, always good to draw breath, adds confidence to any rise and prepares for the next leg up.

[lako42] 15/4/2021 11:23

Seems we are into a nice bit of consolidation now. Which is quite welcome after the last few days.

[extrader] 15/4/2021 10:29

Me again.

My bad ! It wasn't the 6th, it was the 9th April release MedTrends interview

Min 25:45 CF starts talking about the structure...

HTH

[extrader] 15/4/2021 09:43

Hi pogue,

Some time after min 23 of the 6th April presentation, CF was talking about the ORPH headco and hVivo and Venn as the entities at 'brand level'.

There or there abouts I noted that he mentioned 'may acquire one or two [complementary] more businesses'.

I've got 2 other webinars today (!) , if I find the time I'll root out the exact reference.

[pogue] 15/4/2021 09:27

troutisout
CF said there would be no more purchases after hVIVO so please stop the the hints and just say what you believe, previous information given by CF is clearly being over written. If you see a gap in the company please state it I don't see why you are trying to make people guess its wasting everyone's time.

[discojames] 15/4/2021 09:21

I really dont think broker notes are "aimed mostly at II", quite the opposite in fact. II can do their own evaluations and no doubt a lot better than finncap can.

[jansky61] 15/4/2021 09:19

PED - under LSE regs, for the purposes of fairness/openness etc. all quoted companies have to use NOMADs be they for corporate finance, PR, accountancy or broker.

CF is most certainly allowed to guide these advisors as they are not the experts, what they are supposed to do however is draw their own conclusions and "sell" the Company to their clients and other shareholders or far more importantly potential shareholders. I just don't see a lot coming from ORPH's so called advisors, they are paying them as you say but for what?

[ped2323] 15/4/2021 09:01

My understanding is that the broker notes are paid for by ORPH. I can’t believe that CF is therefore not “guiding”; the content of them. GLA

[ped2323] 15/4/2021 08:54

Correction to previous Reject a £40 m uplift rather than a smaller uplift of say £5 m.

Maths incorrect on previous. GLA

[jansky61] 15/4/2021 08:48

Nothing we say on these BBs really affects the share price either way.

I don't know whether the ADVFN or LSE BB on another share I'm heavily into (OPTI) made any real difference but after nearly three years of constant moaning they have at last changed their house broker, Finncap are worse than useless. Unfortunately much the same has to be said about Walbrook where any PI enquiries mysteriously end up in their email junk folder!

[ped2323] 15/4/2021 08:47

Maybe CF has deliberately engineered a position where there is currently no II’s on board who have a very large holding, and is content with just the existing II’s having smaller holdings. My reasoning is that II’s with relatively small holdings are less likely to accept hostile bids which undervalue the business, and are less likely to “get in the way” of CF running the business as he envisages (divide and rule)

If you were an individual II holding 20% (worth currently circa £60m based on current market cap of £300m) and ORPH received a hostile bid valuing it at £500m (which will obviously include non core assets) then I suggest it would be difficult for that II fund to reject the hostile bid and reject a £200 million (66.6% uplift) on your asset value (even if that II thinks the bid is low) Much easier if you’re an II and only rejecting an uplift of circa £30m.

Remember CF’s background was in the City and he understands the dynamics and politics at play better than all of us.

It’ll also go some way to explain why the broker notes (aimed chiefly at II’s) have been, and continue to be, relatively ‘flat’ in their outlook for ORPH, whilst CF’s investor presentations (aimed chiefly at PI’s) have blown the doors off.

Just my speculative musings. GLA

[ped2323] 15/4/2021 08:46

Maybe CF has deliberately engineered a position where there is currently no II’s on board who have a very large holding, and is content with just the existing II’s having smaller holdings. My reasoning is that II’s with relatively small holdings are less likely to accept hostile bids which undervalue the business, and are less likely to “get in the way” of CF running the business as he envisages (divide and rule)

If you were an individual II holding 20% (worth currently circa £60m based on current market cap of £300m) and ORPH received a hostile bid valuing it at £500m (which will obviously include non core assets) then I suggest it would be difficult for that II fund to reject the hostile bid and reject a £200 million (66.6% uplift) on your asset value (even if that II thinks the bid is low) Much easier if you’re an II and only rejecting an uplift of circa £30m.

Remember CF’s background was in the City and he understands the dynamics and politics at play better than all of us.

It’ll also go some way to explain why the broker notes (aimed chiefly at II’s) have been, and continue to be, relatively ‘flat’ in their outlook for ORPH, whilst CF’s investor presentations (aimed chiefly at PI’s) have blown the doors off.

Just my speculative musings. GLA

[pierre oreilly] 15/4/2021 08:31

It's a good time to buy orph because ..(insert one of 26 reasons).I'll insert that we are ahead of institutions who probably won't consider buying until after the next results. I think we have minimal inst holdings for their own book, with most inst on the shareholder register being nominee holdings. Note the register is of share holders and not share owners. So if you buy via a broker and you don't get the certificate, you are the share owner but they are the share holder and will appear on the shareholder register.After the upcoming results, I expect insts operating at that cap level to finally start buying in if they like the results and see the potential.Once that starts, if it does, it can be the start of multi year general price rise as the company's cap increases and more insts can buy and the travel through the indices takes place forcing other insts such as trackers to buy. They don't have a choice.Look at Ceres for a typical example of how a small company with the correct and substantive attributes can perform as the self fulfilling and more or less automatic momentum takes place. Only works for rare, exceptional companies with a solid growing business though.

[malcolmmm] 15/4/2021 08:07

Which I suppose is a good thing looking at Invesco.

[gregb] 15/4/2021 08:06

If you are going to start adding holdings together, I think private investors have one of the largest holdings :-)

[monkeymonkey] 15/4/2021 08:01

yes CF and his family have the biggest % at the moment, he did say that in his last podcast.

[donaferentes] 15/4/2021 07:59

Yes, but they are already part of ORPH to be spun off. I was just musing about the rinse and repeat of setting up new IP as a way to reinvest all those lovely profits to come

[malcolmmm] 15/4/2021 07:57

I see what you mean but also if you look down the list which isnt complete , some funds look like they have a holding which together add up to a substantial amount.

[1gw] 15/4/2021 07:42

Malcolmmm - ORPH discloses beneficial holdings > 3% on its website and regularly in its presentations. Cathal is the only one currently disclosed.

The long list you posted includes some legal owners, not just beneficial owners. In particular HBOS, Davy, AJ Bell are almost certainly IMO the legal entities for nominee holders of private investor beneficial holdings. If you hold your ORPH shares through Halifax, then the legal owner (on the shareholder register) of the shares is probably HBOS.

[extrader] 15/4/2021 03:34

Hi donaferentes

CF spoke of bundling up ‘some other bits and bobs’ in one of the ‘controlled217; spin-offs in his last presentation 6th April.

[extrader] 15/4/2021 03:27

Hi Malcolmmm

There’s Cathal Friel + Raglan + (presumably) Pamela Iyer, CF’s wife.....no ?

Unless Raglan includes third parties ?

[troutisout] 14/4/2021 23:09

pogue,
Perhaps you should ask him at the next presentation what ORPH needs to make ORPH a more complete company, I believe there may be a couple of things.

[donaferentes] 14/4/2021 23:08

If I was thinking of acquisitions it would be other fledgling IP companies needing capital and nurture before they too are spun out of the nest. CF has stated he wants to focus on being a pure service company without being lumbered with facilities that can easily be hired in as needed.