Rpc Share Discussion Threads

[phillis] 03/12/2018 11:47

Dr S
You stated the BOD were "primarily employees" whereas 3/4 of them are not
The 6 NEDS are there to look after shareholder's interests ( and their professional reputations! )

[bouleversee] 03/12/2018 11:41

So would it be a MBO or a takeover? Whichever, since they appear to have initiated it, I am sure it will be all about getting the share price up to a level that puts a significant sum of money into the directors' pockets. That could be achieved if a sufficiently high offer were achieved even if it were not accepted. My memory is very poor these days but I thought I had read that they did have a LTIP and I doubt if they would collect on that at current prices. I'm sure NEDS could be placated. I didn't think the price paid for my shares in Premier Farnell was high enough and didn't want it to be taken over, but I had no choice in the matter.

Anyway, we shouldn't have too long to wait now to find out. Just like Brexit, I have absolutely no idea how it will end.

[dr_smith] 03/12/2018 11:38

You are wrong Phillis.
It wasn't an assumption, it was an open question.
I expressed thoughts openly, in the same way you qualify idle thoughts with "no doubt".

[phillis] 03/12/2018 11:15

There are 6 NEDS and 2 Exec members of the BOD so your assumption is wrong Dr Smith

I haven't checked but I doubt that the NEDS are LTIP/or other option beneficiaries

In the event of a takeover, management options will pay out and no doubt they have already negotiated their potential stake in the new vehicle, probably around 20% for senior management - with a ratchet for outperformance

In conclusion Apollo will have to come up with a price that 6 NEDS can comfortably recommend to shareholders (as advised by the numerous advisers)

[jeffian] 03/12/2018 10:56

#2448/2550

I think you will find that in a MBO the attraction to management is that they are usually given a slice of the equity in the newco as an incentive, regardless of their current LTIP entitlements.

[dr_smith] 03/12/2018 10:49

Cheers Bouleversee. If that is so, there are no doubt milestones/key dates, so an imperitive for BOD to hurry along.

[bouleversee] 03/12/2018 10:45

Dr Smith

I feel pretty sure it will be all about being able to get the share price high enough to qualify for a large payout under a LTIP.

[dr_smith] 03/12/2018 10:39

Just catching up with emails.. 9.32 "Further to the announcement by RPC today, Bain Capital announces that following discussions with the Board of RPC it does not intend to make an offer for RPC."

[dr_smith] 03/12/2018 10:35

Googly2 - and others.
On taking private (or into hands of pro-acquistin backers), I don't entirely understand the depth of motivation.

As BOD are primarily employees, not s/h's, it is nice to go into work and do stuff you enjoy or get job satisfaction. If goals are shifted by s/h's to non-acquisition period, then so what, they put more energy into organic prospects, it would be nice to get involved in aquisitions, as we enjoy being PI's looking for opportunities, but it isn't a big deal, personally.

Unless... I don't know what their private holdings are, including staff trust/share option schemes. That could be a big motivator, as we have seen with Persimmon BOD/share scheme.

[googly2] 03/12/2018 10:23

As previously stated on this site the BoD are in a very weak negotiating position. Its not every day that the BoD of a FTSE 250 company decides to take a company private but this is what the BoD decided to do when they took the decision to open up discussions with Bain & Apollo. The bottom line is that the BoD believe they have a better chance of delivering their business strategy and financing the acquisitions they so much desire by going private. For what ever reason Bain decided to walk away the BoD are now left with only one horse to back and Apollo's negotiating position by default is now much stronger. There is no certainty that Apollo will even make an offer and even less certainty at a price that will be acceptable to the shareholders. The BoD has taken its shareholders on this journey and if nothing comes of it their ability to deliver the Vision 2020 strategy will be even weaker than it was the day before they announced they were in discussions with Apollo & Bain. IMO if nothing comes of the Apollo interest you have to question if the BoD who elected to take the company private have the credibility to remain as the BoD of a PLC.

[squidsgone] 03/12/2018 09:52

If not in the region of acceptability for shareholders, why would either party bother spending further time and resource on it? If I had to guess, (and it would be a guess), an offer will be forthcoming, and will 'eventually' be around the £10.00 mark). Management would be on very shaky ground for supporting anything lower.

[bouleversee] 03/12/2018 09:49

Small shareholders might not have any choice in the matter.

[whatsyourgame] 03/12/2018 09:32

Ah, but would shareholders be prepared to accept a price of only 900p - 950p per share?
Perhaps they would out of sheer frustration/boredom.

[jw121] 03/12/2018 09:09

I agree 900p - 950p offer will look at lot more attractive now than it would have 4 weeks ago. No reason for share price to be at this level

[phillis] 03/12/2018 08:57

Absurd
This is a cooperative bid
Anyone coming in from the outside would be a hostile bidder

Looks like someone is forcing the share price down, perhaps to make the headline offer more attractive

[whatsyourgame] 03/12/2018 08:32

Maybe, maybe, but there could just be another party waiting in the wings, entitled to receive the same info as has been provided to Bain & Apollo. After all, there's little point in showing one's hand unnecessarily early and thereby driving up the price.

[spot1034] 03/12/2018 08:32

The shorter extension could be simply because of the Christmas break - in reality nothing is going to happen in the two weeks after Dec 21st. Which would indicate that an announcement one way or the other is likely by then. A further extension is not envisaged.

[sogoesit] 03/12/2018 08:24

Simply speculation.
In a competition that is not good for price for us and makes it more likely there is no deal as it puts price negotiation in the hands of one bidder... after 5pm today.

[squidsgone] 03/12/2018 08:18

... and Apollo must be in the region of acceptability or they would not have an extension either.

[phillis] 03/12/2018 08:01

Apollo have won the auction
The BOD continue to cooperate and facilitate an eventual offer
Simple really

[sogoesit] 03/12/2018 07:44

Bain have ‘til 5pm today to make an offer... or decline.
Apollo have had their deadline extended to 21 December.

[jw121] 03/12/2018 07:44

And then there was one. Maybe reading too much in to the wording but the RNS stated they 'mutually agreed' to call it a day. Therefore could mean that their valuation was well behind that of Apollo, so it was agreed between them and management that they should step aside to let Apollo get the deal done. Also the extension is shorter than previous ones - less than 3 weeks. So again it could be read in to that that it is just a matter of Apollo putting the funding in place now.

[sogoesit] 03/12/2018 07:42

Will they, won’t they?
Won’t they, will they?

[snowydays] 03/12/2018 07:40

So Bain Capital have terminated discussions?I

Chances of a bid seem to be receeding

.