Thalassa Share Discussion Threads

[ntv] 21/12/2018 14:16

topvest
can LSR return cash as dividends rather than liquidate?
or do they need court approval and shareholder consent?

[andyr0503] 21/12/2018 12:52

Trying to answer your question, though I am sure topvest will do it better (written because I had not seen topvest’s response when I wrote this). THAL bids to buy LSR with a paper for paper offer (or possibly a part cash, part paper offer). Current NAV of LSR, which will be all cash shortly, is 33.6p, which is what LSR shareholders were hoping for via a liquidation. But a liquidation has been blocked by THAL, so shareholders may be forced to accept a substandard offer for their shares, below that 33.6p, to cash out. Currently with the share price around 27p, THAL could try to get away with say an offer of 30p paid in THAL shares, because they would continue to threaten to block the liquidation route. But THAL shares would still be relatively illiquid so LSR shareholders trying to sell their new THAL shares subsequently to get the cash they were hoping for in the LSR liquidation will find the price falling, and will get nowhere near the 33.6p per share a liquidation would get them . Meanwhile THAL would own LSR, and have got that 33.6p per share worth of cash for nominally 30p per share but in fact for less than that as they were only offering their paper. THAL will only be denied if sufficient LSR shareholders refuse to play ball. There is no simple way out of the blocking vote impasse, other than a Just and equitable compulsory liquidation of LSR, but that involves legal costs, uncertainty and delay. Hope that helps.

[topvest] 21/12/2018 12:40

You can't do a good deal with a bad person, so I wouldn't touch anything connected with him and sell straight away. All in my opinion, so DYOR.

[topvest] 21/12/2018 12:39

From what I can see liquidating the company or returning the cash if you don't have > 75% of the votes is difficult and very costly. Basically, they can't pass anything at LSR that needs a special resolution which requires 75%+ to win.

I am therefore assuming that they will make an all share offer for LSR and hope to get sufficient backing to get them over the line. Of course once he gets control, it all goes to him because of the preference share ticking time bomb in Thalassa. I might be wrong, but he appears to talk Buffett.... but is really a fairly nasty piece of work. Thalassa = Capitalism gone wrong = Bear Sterns on pills.

[frazboy] 21/12/2018 12:07

I would also like to hear how you think he's going to do it topvest - although I may agree that DS is after the cash it's not clear to me what the process is that gets him there

[cockerhoop] 21/12/2018 11:58

Can you talk me through that process topvest?

[gfrae] 21/12/2018 10:42

This move could cause some sellers who may have bought for IHT relief (though it shouldn't as THAL has not qualified for some time).

[topvest] 21/12/2018 10:06

Lombard Odier seem to be caught

I'm relieved to have got out of LSR. Its pretty obvious that this is a first step move on LSR to "steal" their cash.

[ntv] 21/12/2018 08:27

can you short these as the ordinaries are worthless

[ntv] 21/12/2018 08:26

now he wants to move to a main listing so he can in the glory of telling all his wants what a wonderful company owns and runs
HE HAS TOTAL CONTROL THROUGH THE OWNERSHIP OF THE PREFERENCE SHARES AND ANY II INVESTOR WHO INVESTS HERE WANTS SACKING
still i am sure he will set up a charity at some point and buy himself a SIR and some point
they all do
well you know what they say about control freaks......

[topvest] 08/12/2018 17:42

Duncan Soukup - a name to put on your bargepole list.

[topvest] 07/12/2018 21:21

Yes, inclined to agree with you. They have just voted against the LSR liquidation which is outrageous. Greedy. You can't do a good deal with a bad person. The preference share issue here is disgraceful.

[rndm355] 31/10/2018 16:56

Article at Cube Investments: Disturbing, spooky changes make Thalassa uninvestible.

[kooba] 18/10/2018 09:41

Unclear whether Thalassa disc trust votes and if they do who controls.

[kooba] 18/10/2018 09:39

The prefs carry 10 votes the ords 1.I believe stock in treasury stock has no voting rights as they are not shares outstanding so nullified voting.So combination of treasury and pref issue concentrates voting in large holders hands...will be amplified by further buybacks.Be interesting to know what the actual current voting position isOrd holdings on company website.Name of shareholder Percentage shareholdingDuncan Soukup 19.5%Lombard Odier Asset Management (Europe) Limited 17.4%THAL Discretionary Trust 16.8%Mark Costar 4.4%

[gfrae] 10/10/2018 14:44

It would appear so.

[pugugly] 10/10/2018 12:31

Appears to be a t/o or take private by DS without any buyers premium - A BVI company so probably can get away with it but possibly one for the listing authorities -

[gfrae] 10/10/2018 11:34

Yes, I can see that they will know how many shares they have bought back,and the corresponding preference shares which will be cancelled, but what about any other transactions ? very confusing .

[tiswas] 10/10/2018 11:11

My understanding is that they have issued 1 pref for every ord and these are not certificated. So if you buy 100 ord shares to cancel you can also cancel 100 pref shares. They know how many shares are in issue and they know how many they have bought back.

That bit I find easy. It is why the issue of the prefs that I do not understand!


"Each shareholder of the Company has been issued with one Preference Share for each ordinary share held in Thalassa as at the Record Date. The key features of the Preference Shares are that (i) they are unquoted; (ii) they are uncertificated; (iii) they are non-transferable (meaning both that the Preference Share is not transferable or tradeable itself and, in the event a shareholder disposes of any ordinary share, the corresponding Preference Share will be cancelled and will not be transferred to the transferee of such ordinary share); and (iv) they are without any shareholder rights (including as to any return on a winding up or other realization event for the Company) other than so as to provide the shareholder holding such Preference Share with 10 votes per share in addition to his existing one vote per ordinary share."

[gfrae] 10/10/2018 10:41

Today's announcement states that they have bought x number of shares back and that there are now z number of shares held outside treasury. It also states that there are z number of preference shares...........but how do they know how many preference shares there are ? The only way that they could know how many there are are is if they know of every single transaction or transfer of their own shares. Or have I missed something ?
Can anyone explain ?

[alter ego] 09/10/2018 09:15

I've had enough of Duncan's manoeuvrings. Im out. Good luck to anyone still holding.

[mjcrockett] 04/10/2018 13:38

Good point gfrae. You can see these preference shares causing problems in a nominee account. I wonder if some brokers might refuse to hold the preference shares as I doubt that their systems would cope with reducing the preference shares when the ordinary shares are sold.