GB Group Ord Shs GBGPF

GB Group plc is a United Kingdom-based company, which provides identity data intelligence products and services helping organizations recognize and verify all elements of an individual's identity at key interactions in their business processes. The Company's segments include location, identity and fraud. The location segment includes address lookup, verification and capture; e-mail validation; phone verification, and data maintenance services. The identity segment includes document verification, data verification and identity investigation services. Its identity verification solutions can be configured to carry out a wide range of functions, including know your customer checks, anti-money laundering checks, age verification checks and liveness detection. The fraud segment includes transaction fraud monitoring, combating origination fraud and in-life fraud investigation services. It provides artificial intelligence powered screening for automatic onboarding or referral of customers.

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GB Group Ord Shs > Mar 9 - Notice of Change now on Sedar

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Comment by longonMJon Mar 13, 2018 2:07pm

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Post# 27708054

RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:RE:Mar 9 - Notice of Change now on Sedar

Sb: greatly appreciate you taking the time to pore through those countless pages of documents from Aurora to extraxt this info for the lazy ones here like me. LOL

Yes, as I had suspected, the only way that this could work from a praticality point of view. Of course, if the share price for Aurora should go signficantly high enough above the $12.65 mark and stay there, it's quite possilbe that all of the investors in the second offering could conceiveably go for the all-share option. This could result in a situation that Aurora might not have to fork over any more cash than the current $98M they have already set aside for this just completed first offer.

As for the amount of cash that the shareholders will receive who selected the cash option from the first takeover offer, I believe it will be a minimum of $5.70 per share up to $43 per share, to be determined as follows:

1) If all 100% of the shares tendered during the first offer (i.e. approximately 17.85M shares) selected the all cash option, then the cash consideration should be $5.70 per share;

2) If exactly 50% of the 17.85M shares tendered during the first offer selected the all cash option, then the cash consideration should be $11.40 per share (i.e. $5.70 X 2);

3) If exactly 25% of the 17.85M shares tendered during the first offer selected the all cash option, then the cash consideration should be $22.80 per share (i.e. $5.70 X 4); and

4) If approximately 13.25% or less of the 17.85M shares tendered during the first offer selected the all cash option, then the cash consideration should be the full $43.00 per share.

Of course, it could be and most likely will be somewhere in between those generalized breakdowns listed above. My bet though is that it is going to be a whole lot closer to the first breakdown above at $5.70 per share than it is going to be anywhere even close to the last one at $43 per share.

Sbeavenx wrote: MJ. I agree that Aurora cannot take-up shares without paying for them, and their intent is to take-up shares as of March 8th. They specifically say that it will not happen later than 3 business days after take-up, so if true, we should see payment this week.

As far as the cash consideration is concerned, they detail the cash proration in the offer in two parts, 1. proration of cash between take-up's dates, and 2. the proration of cash for those selecting the cash option. I think we all understand #2.

The following excerpt from the offer should help exlain the cash consideration for each take up, as this approach allows them to have has many take-up's as required, paying out for the shares on each take-up. You were correct in saying that the cash payout can be different for each take-up since the mix of cash vs share selections can vary between take ups.