If all your shares are submitted, how many will you have left?
Quote:
Originally Posted by
Snoopy
Section 4 in the offer document talks about the 'Scaling of Acceptances'.
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(a) the Offeror must take up from each Acceptor the lesser of:
(i) the number of that Acceptor's Shares that represents the Specified Percentage of shares held by that acceptor, and
(ii) the number of Shares in respect of which the acceptor has accepted the offer, and
(b) If the number of Shares that the Offeror takes up under clause 4.2(a) is less than the Specified Number, then the offeror must take up from the Surplus Acceptor, Shares which bear the same proportion to the Acceptor's Surplus Shares, as the balance of the Shares required by the Offeror to acquire the specified number of shares to the total of all Surplus Shares.
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The 'Specified Percentage of shares held by that acceptor' is not the same as the number of shares submitted to the offer! My interpretation then is that our holder of 1000 shares who submits 821 for acceptance will get 750 of those accepted in step (a), leaving 821-750=71 in 'the surplus asking to be accepted' pool.
At the end of step (a), Global Valar should have 75% of 82.13% of shares , or 61.60% of shares tied up. This is short of the 75% target with another:
75% - 61.60% = 13.40%
of the total shares still on issue to be acquired to fulfill the takeover offer. However not all issued shares have been offered up to Global Valar:
100% - 92,13% = 7.87% of shares 'are off the table'.
The number of shares that are still 'on the table' are: 100% - 61.60% -7.87% = 30.53% of all shares.
The 13.40 'percentage points' of shares needed to make up the offer represents:
13.4 / 30.53 = 43.89% of that 'surplus asking to be accepted' pooll.
Our tenderer of 821 and owner of 1000 shares can therefore expect 43.89% of his 'surplus tendered shares' to be accepted as a 'bonus acceptance add on',
0.4389 x 71 = 31 shares.
So total shares accepted out of the 821 tendered should be:
750 + 31 = 781
Section 4 in the offer document talks about the 'Scaling of Acceptances'.
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(a) the Offeror must take up from each Acceptor the lesser of:
(i) the number of that Acceptor's Shares that represents the Specified Percentage of shares held by that acceptor, and
(ii) the number of Shares in respect of which the acceptor has accepted the offer, and
(b) If the number of Shares that the Offeror takes up under clause 4.2(a) is less than the Specified Number, then the offeror must take up from the Surplus Acceptor, Shares which bear the same proportion to the Acceptor's Surplus Shares, as the balance of the Shares required by the Offeror to acquire the specified number of shares to the total of all Surplus Shares.
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The 'Specified Percentage of shares held by that acceptor' is not the same as the number of shares submitted to the offer! My interpretation then is that our holder of 1000 shares who submits 1000 for acceptance will get 750 of those accepted in step (a), leaving 1000-750=250 in 'the surplus asking to be accepted' pool.
At the end of step (a), Global Valar should have 75% of 82.13% of shares, or 61.60% of shares tied up. This is short of the 75% target with another:
75% - 61.60% = 13.40%
of the total shares still on issue to be acquired to fulfill the takeover offer. However not all issued shares have been offered up to Global Valar:
100% - 92,13% = 7.87% of shares 'are off the table'.
The number of shares that are still 'on the table' are: 100% - 61.60% -7.87% = 30.53% of all shares.
The 13.40 'percentage points' of shares needed to make up the offer represents:
13.40 / 30.53 = 43.89% of that 'surplus asking to be accepted' pool.
Our tenderer of 1000 shares can therefore expect 43.89% of his 'surplus tendered shares' to be accepted as a 'bonus acceptance add on',
0.4389 x 250 = 110 shares.
So total shares accepted out of the 1000 tendered should be:
750 + 110 = 860
Put another way, however many shares you put into the offer, if it was your whole holding, then you should have 14% of those 'prior total shares' left, once the offer is concluded. I think my maths and legal interpretation is right. But am happy to be corrected.
SNOOPY