Rpc Share Discussion Threads

[cashcow5] 21/2/2019 16:32

It’s not underwater, there is a profit of several pounds per share so it’s certainly significant.

[budgiekevin] 21/2/2019 16:28

Cashcow5 you need to ask your friend what price the sharesave is because depending on when it started the price May be underwater which means it doesn’t matter what percentage they can exercise as 10% of nowt is the same as 100% of nowt

[cashcow5] 21/2/2019 16:21

Does anyone happen to have any knowledge concerning RPC employees’ rights with regard to sharesave schemes please?

If, hypothetically, there is a three year scheme currently in place, and the company is sold, is the employee entitled to exercise their full option early or does it work on a pro-rata basis (i.e. the employee has to forfeit the remaining number of shares at the point of takeover)?

Wondered what the legal position is as Apollo seem to be suggesting in their offer letter that they will only compensate for the savings to date plus a further six months, which seems harsh as it only equates to around a third of the original option granted under the sharesave contract.

Any info would be appreciated.

Asking for a friend ;)

[whatsyourgame] 21/2/2019 16:00

I imagine that Berry are very relaxed about things ... if there really were to be another counter bidder one would have expected the party concerned to have disclosed its interest before now. Assuming they have assembled the necessary funding (which with Goldman Sachs behind them one assumes is the case), then their main task is to determine the price at which shareholders would accept their offer and it would be surprising if their advisors were not already putting out feelers to this end. One can reasonably assume that this is between 5.0% - 10.0% above Apollo's 782p offer, i.e. 821p - 860p, so yes squids ... 840p or +7.5% would amount to splitting the difference and keep everyone apart from Apollo and the RPC Directors sweet. It should also be remembered that with the passage of time (and there's certainly been plenty of that already) the company becomes inherently more valuable. Not vastly so over the short term, but even 1% is worth around 8p per share.

[squidsgone] 21/2/2019 13:13

I would imagine Berry would be wanting to avoid a potential future bidding war for an asset they want and if interested post DD will want to close a deal now, ie. the spectre exists that Apollo re-emerges in a few months time, so Berry will need to take advantage of Apollo closing themselves out for the short-term .... need to make it attractive enough for shareholders to accept now though, interesting.

Berry know the industry, they know RPC, they know the potential synergies .... why wait for another Venture Capital co. to market an improved version to them and their competition in the future?

My guess is Berry will go for it, £8.40?

[jeffian] 21/2/2019 09:44

Aye, mate. The labours of Sisyphus.

[phillis] 21/2/2019 09:33

Jeff
Pushing the boulder uphill still?
You are of course correct!

[jeffian] 20/2/2019 23:09

billy,

When it comes to matters of opinion, we can be as friendly and constructive as you like. When it comes to matters of fact, you can either accept what is put in front of you or produce alternative evidence to support your view. The LSE is a rules-based organisation and I've pointed out the rules I think apply in this instance. I'm afraid your "IMO" is irrelevant.

"2.5 TERMS AND PRE-CONDITIONS IN POSSIBLE OFFER ANNOUNCEMENTS
(a) The Panel must be consulted in advance if, prior to the announcement of a firm intention to make an offer, any person proposes to make a statement in relation to the terms on which an offer might be made for the offeree company. If a potential offeror (or its directors, officials or advisers) makes such a statement and it is not withdrawn immediately if incorrect, the potential offeror will be bound by the statement if an offer for the offeree company is subsequently made, except where it specifically reserved the right not to be so bound in certain circumstances at the time the statement was made and those circumstances subsequently arise or in wholly exceptional circumstances. In particular:
(i) where the statement concerned relates to the price of a possible offer (or a particular exchange ratio in the case of a possible securities exchange offer), any offer made by the potential offeror for the offeree company will be required to be made on the same or better terms. Where all or part of the consideration is expressed in terms of a monetary value, the offer or that element of the offer must be made at the same or a higher monetary value. Where all or part of the consideration has been expressed in terms of a securities exchange ratio, the offer or that element of the offer must be made on the same (or an improved) securities exchange ratio; and
(ii) where the statement concerned includes reference to the fact that the terms of the possible offer "will not be increased" or are "final" or uses a similar expression, the potential offeror will not be allowed subsequently to make an offer on better terms."


"The Bidder reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the acquisition of the RPC Shares by way of a Takeover Offer as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms so far as applicable, as those which would apply to the Scheme..."

[billywhizz1] 20/2/2019 20:18

Sorry Jeffian, I disagree with you (in a friendly and hopefully constructive manner).
Time will tell, so let's just wait and see.

[cheshire pete] 20/2/2019 19:48

Holding here too.

[jeffian] 20/2/2019 19:04

#3104/5/6,

Oh dear, you're making it up again. "Why would they not give permission?", "common sense", "in shareholders interests" - because the Takeover Code specifically cites this example and says they can't. IC may say it's technically possible, but the Code says they would allow it only "in wholly exceptional circumstances". Are these "wholly exceptional circumstance"? No, because the Code goes on to talk specifically about the difference between reserving the right to make a higher offer or binding yourself not to increase it. Apollo chose to do the latter - and it was for a purpose; to bludgeon you into accepting a lowball bid in the absence (they thought!) of a counterbid. They've been caught out and have only themselves to blame. Nothing in life is completely impossible but it is extremely hard to see how they would get round this one without rendering the whole Code worthless.

And billy, there is no difference between the Scheme of Arrangement or going down the T/O route. The bid is the same.

Sheesh! It's like Groundhog Day here!

[bouleversee] 20/2/2019 19:04

But they'll only do that if Berry comes up with a higher offer or in the absence of that their offer gets turned down at the meeting.

[billywhizz1] 20/2/2019 18:28

bouleversee: Your last post is common sense and I 100% agree, IMO the T/O panel would hsve a duty of care to ensure that all share holders get the best deal possible in a competitive environment, so lets hope that Apollo ditch the present agreement route and go for the full T/O route option.

[budgiekevin] 20/2/2019 17:51

According to Investors Chronicle last week Apollo can re-bid at a higher price if they obtain permission from the Takeover Panel. What the likelyhood of getting permission I have no idea but at least the possibility of Apollo reentering the game with a higher offer may make Berry offer a decent premium to the current price. At least we should get some certainty in the next few weeks. I am staying in for the ride

[bouleversee] 20/2/2019 16:49

Phillis -

Not really though after Pat Val nothing would surprise me tbh.

[phillis] 20/2/2019 16:44

Indeed squids
There will not be much equity in Berry for the executives

[squidsgone] 20/2/2019 16:30

oh, and should the Berry offer go through, I hope the Chairman and his BoD get what they deserve under consolidation into Berry. Shouldn't have recommended such a poor Apollo offer, and in doing so have indicated to their new Lords and Masters the limit of what they think they can achieve.

[squidsgone] 20/2/2019 16:26

Holding here

[whatsyourgame] 20/2/2019 15:49

It's difficult to imagine that Berry will offer a top dollar price. Why would they when Apollo are unable to counter bid (thanks to their own self imposed "final" offer wording) and the RPC BoD are hardly in a position to reject terms which are better than those they have already recommended. My own guess, should they decide to proceed, is an opening shot of around 825p to test shareholders' resolve, upping this to a final 850p if necessary.
So compared with today's 795p share price, I see a worst case loss of 85p with the share price falling back to 710p and a best case profit of 55p with shareholders being taken out at 850p.
Hmmm .... tricky, but I'm sticking with it at least for now.

[spot1034] 20/2/2019 15:13

My guess, based on the length of time Berry took to show their hand after the Apollo bid was announced, would be that they had been watching the situation and might perhaps have mulled over what sort of price they expected RPC to fetch and were surprised by the low level of the bid when it finally came. They suddenly saw an opportunity. If they'd intended to join in all along why wait a week to show their hand? I think they're definitely serious about wanting to thwart Apollo's plan, but due diligence obviously has to be carried out (although they'll know that Apollo clearly didn't find anything that's a deal breaker) and they also have to decide how to raise the funds. They don't have a lot of time and I wouldn't expect them to wait until March 13th to make their move, if they are going to make one at all.

[phillis] 20/2/2019 15:08

If the offer fails the price will fall and reentry beckons

[whatsyourgame] 20/2/2019 15:04

My own current thinking is to hold. Firstly because if the Apollo offer fails, I don't see the share price being all that vulnerable, with a dip to around 710p - 720p on the cards, reflecting the fact that it was seen as an attractive target by 3 potential bidders (Appollo, Bain and Berry). Also, I wouldn't discount the prospect of Apollo returning to the fray in 6 months' time with a higher offer somewhere around the 850p level. After all, if they were to undertake a 5 month DD exercise on an alternative target, this would take just about as long or thereabouts!
Plus, one would hope, RPC's trading will continue to improve with synergy savings from recent acquisitions yet to fully feed through.

[phillis] 20/2/2019 13:29

Boull
you were hypothesising that Berry was conspiring and would withdraw
In which case your course of action is clear

But you dont really think that do you?

LOL

[billywhizz1] 20/2/2019 12:17

bouleversee - I'm with you on this one.

[bouleversee] 20/2/2019 11:48

Phillis -

I have considered selling half but I did sell one of my SKY holdings when the price went above the first offer and that proved to be a mistake as the eventual t/o price was much higher. I think we all agree that the Apollo offer is too low and I can't think that Berry would only offer 1p more; it would have to be a significant amount. I realise the risk is that Berry won't make an offer at all and the Apollo one might not be approved by shareholders but I think that's a risk I am prepared to take rather than let it go for a lot less than its real value. Having said that, I daresay whatever I do will be wrong! Sitting on my hands at the moment.