Forum Topics IHR IHR Takeover
Slideup
Added 3 years ago

@Colflan it even gets more interesting as the ace that HumanForce (HF) held was that they would use their 19.9% stake to block any scheme of arrangement from TAG as they needed 75% to get over the line. In this mornings annoucement they will also enter (if IHR agrees) to a takeover implementation bid that would reduce the shares needed to 50.1%, but the price would only be 21c or 21.5c if they get 75% but 22c if they do the takeover using the scheme of arrangement. To me this is them trying to shake HF out of the bidding war. If HF sell into the 22c bid then they will have made a good return on their investment, and they will avoid either overpaying or becoming a minority holder in the private company.

In the bidders statement from HF last week or so they did mention the options and performance rights that come into play at 0.22c and above so as we move higher into the twenties, the total cost is getting increasingly expensive. I think we are approaching HF limit and I wouldn't be too surprised to see them push TAG to go one bid (to maximise their return) and then sell their 20% to TAG. Just my thought but I think we are getting close to the end.

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Colflan
Added 3 years ago

And that's why it's called Stawman! Thanks, @Slideup, I totally missed the point you raised about options & performance rights, good call.

I still think Humanforce really wants to acquire Intellihr, I guess we'll find out soon enough.

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Slideup
Added 3 years ago

@Colflan yes strawman really is an invaluable place to see what other people are thinking.

Today, just from responding to your post made me think a bit more about when I will exit and as such I have now sold my entire holding for 22.75c. It is a good return for me so I am happy even if the bid still goes higher. I might be wrong but I just don't think HF want to chase this bid.

Good luck, and at the very least it is an entertaining spectator sport!

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Bear77
Added 3 years ago

Hi @Colflan - regarding the Trading Pause, I have noticed these popping up lately and my understanding is that is something the ASX do when they see something they believe is worthy of an explanation, like a spike in trading, or a media article that the company has not responded to via the ASX, and it seems that the Pause is done while the ASX contact the company and ask them to either announce something immediately or else request a Trading Halt. In my experience these trading pauses generally last for less than an hour and are always followed by either an announcement or a trading halt (or occasionally the company request a trading suspension, although usually a trading halt comes before a trading suspension).

So, (a) I believe it's the ASX who put companies in these Pauses while they seek clarification from the company on something, and (b) they never last for very long.

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Colflan
Added 3 years ago

Cheers @Bear77.

It's developing into a very interesting day for the company/shareholders.

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Slideup
Added 3 years ago

The 20c bid just become a binding offer and has been endorsed by the board as the superior proposal and now it is back with Humanforce to go higher. @PinchOfSalt well done on picking up those shares half cent shares!

It took a while to get going but we now have two commited bidders at this auction.

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PinchOfSalt
Added 3 years ago

@Chagsy my recollection of the takeover rules is a bit rusty, but I seem to remember that if the acquirer buys on market and then bids a higher price, those original sales are topped up to the takeover bid price.

Could that mean that Slattery is just getting (most) of his money early?

But I guess it's a risk if you sell to party A and party B ends up with the winning bid.

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Slideup
Added 3 years ago

@PinchOfSalt I think that rule only applies if it is an off-market takeover. I am pretty sure that if you sell into an on-market takeover that is the price you get.

Interesting that he is selling out of IHR and 3DP, I don't follow him closely enough to know what else he has. I am guessing that stepping into the Megaport CEO role will take all of his attention so he is happy to have these other shareholdings closed out.

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Bear77
Added 3 years ago

Yes @PinchOfSalt , @Slideup is correct. Any buys or sells done onmarket are done at the price agreed as the settlement price on the day. It doesn't change and there are no top-ups. The only time you get a higher price is when there is offmarket takeover that does not settle until the end of the period during which the offer remains open (and the offer can be raised during that period) or when the acquirer agrees to make up the difference to anyone who goes in early if the offer is later raised, but that only applies to offmarket takeovers. In that case (offmarket takeovers) the acquirer is incentivised to make that offer to top up the early movers later to encourage people to agree to sell their shares to them rather than wait until the offer period is almost closed to see if they could get a higher price.

They also often offer early settlement for early movers, so they get their money sooner if the accept sooner, with the promise that they'll receive a top up as well if the offer price is raised later by the same acquirer. But many people will wait anyway to see if a second or third acquirer emerges with a higher offer, because if you've already agreed (in writing) to sell your shares to one mob, you can't always change that selection when a second mob offers a higher price.

But the bottom line is that all sales done onmarket are final. No top up payments apply.

A more likely reason for a Sub (substantial holder) to sell on-market ahead of a takeover would be that they were concerned that the takeover won't go through, or else they want their cash now. In Bevan's case, he's a billionaire, so I don't think he needs the cash now, unless he's planning to takeover something else himself.

Additional: To be clear, during an offmarket takeover, any sales done onmarket are not regarded as being sold into the takeover because you have no idea who you are selling to. During an offmarket takeover, the only people that may get a top-up payment are those who agree in writing to sell offmarket to the acquirer. Onmarket trades during this period are not regarded as being sales into the takeover, and that's why they won't get any top-up later if the offer price is raised.

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