a couple of observations:- i think the Beach placement is at...

a couple of observations:
- i think the Beach placement is at 16.5c because the directors of ADE knew that they couldn't get away with locking up 19.95% of the coy, without Beach paying any real premium for control, because they knew s/h would scream if Beach only paid the market price of around 14c.

- the option issue is part of the placement. the options are notavailable to other s/h. so imho, the 40c exercise price is a side-show really, because BPT would view it as an insurance policy, to ward off any other acquisitors. So in that respect is a negative for non-ADE s/h, because it is another deterent for a non-bpt t/o.

- almost certainly ADE needed the funds, and placing those shares with BPT saved ADE s/h the prospect of an imminent CR. so a plus - but at what l/t price?
( on that front, I cannot help but draw a similarity between this situation, and that of STO & ESG. STO sat on 21% of ESG for several years, then launched an oportunistic t/o at 90c which ESG s/h have felt was undervalued. because of STO holding, no other predators have shown their heads.

- imho, the really intriguing aspect of this BPT "creeping t/o", is the ADE/SNE scenario. If BPT did not have a controlling s/h in SNE I would not be as suspicious.
But, BPT will have 20% of ADE already. BPT already has 57% of SNE.
ADE has declared (almost belatedly) that the merger idea is for ADE to make a scrip-based off-market did for SNE. So scrip (not cash) and ADE offers for SNE (not the other way around.
In that way BPT ends up with a very much controlling s/h in ADE without offering any t/o premium for its ADE holding, AND it presumably gets a premium price for its SNE shares. VERY bloody neat imho. they are sharp boys at BPT! always make sure you are on their side of the fence imho.

So ADE currently has m/c of $51m and 391m shares. ADE sp about 13c.
After BPT issue, BPT will have 74m of new total of 465m shares. BPT already owns about 15.6m ADE shares. SO BPT will own about 90m shares.

SNE has m/c of $22m and 142m shares, of which BPT holds 57% or 81m shares.

SNE current SP around 15.5c. Got no idea, but assume t/o values SNE shares at say sp+30% which is say 19c. So offer could be around 1.4 ADE shares for every 1 SNE shares. Don't jump on me, I've got no idea. BUT, BUT it all depends on what influence BPT has over the board of ADE. Of course, the ADE Board must, and will, operate in the best interests of the coy, and all its s/h.

BUT, even of its a 1:1 deal, that means ADE shares on issue will be 465m + 142m = 607m.
BPT will be issued with 81m new ADE shares and their total holding will increase to 171m ADE shares, or 28% !!!

But, if ADE is forced to pay a t/o premium for the SNE shares, then BPT holding will increase further. If ADE pays 1.4 ADE for each 1 SNE then BPT s/h increases to over 30% of ADE.

Now that is very real control.!!! the only way ADE then would attract a suitor w/b with BPT approval.
were BPT to be t/o, that would not necessarily mean a t/o for ADE.

ADE/SNE
this t/o would almost certainly be by way of a Scheme of Arrangement.
The Scheme would be a Scheme of SNE's, not ADE.
ADE s/h would have to vote at meeting to vote on issuing shares to SNE. But that vote would be an Ordinary resolution i think, so BPT would vote its 20% in favour, so it would go through.
WRT SNE, the really big issue would be whether BPT would be allowed to vote its 57% shares it holds in SNE.
Morally it should not.
legally, it probably could, because it is a simple s/h of each coy, and it is not getting any special consideration.
But, at least if it is a Scheme, then the smaller s/h of SNE get a say.

i find all these machinations by Beach as quite fascinating, as they are hell-bent in grabbing as much of the Napp trough dirt as they can.

cheers