A-Team delays Audioboom takeover proposal

Main photo: Vintage Mr T watch depicting the A-Team character. Credit: 
Joe Haupt. Licensed under Creative Commons Attribution-ShareAlike 2.0 Generic (CC BY-SA 2.0).

A very short post from your furry River Otter today mopping up a few things related to Audioboom, following my long post last week. Firstly, on Monday morning it was announced that any takeover proposal from All Active Asset Capital would be delayed, pushing a announcement to 10 September.

My previous post delved into the proposed acquisition by AAA, as well as the interwoven nature of related companies and people involved. So, after mulling over the potential takeover, and running up and down the river bank, I decided to sell my entire Audioboom holding.

Well, Monday morning’s announcement cites previous questions raised by Audioboom’s independent directors over the implied valuation of Audioboom, the structure (unlisted AAA shares) and the limited strategic rationale for the takeover. It then goes on to say that a meeting between Audioboom and AAA talking about these issues led to the decision by Audioboom to allow discussions to continue, therefore requiring an extension to the deadline as set out by the Panel on Takeovers and Mergers until 13 September.

This furry mammal isn’t entirely surprised by this announcement delaying any takeover offer. Remember, the previous formal sales process led by Raine Advisors dragged on from February 2020 until October 2020. If anything, the nature of this latest announcement only serves to reaffirm my decision to liquidate my Audioboom holding.

There’s also a few follow-up things I wanted to mention here. Firstly, it dawned on me that one of Audioboom’s major shareholders, Singapore-based Peter Antonioni, who bought £3.15m worth of shares last year, and then proceed to sell them all following the announcement of the AAA proposal, appears to have previously failed to properly notify the regulatory authorities of him reducing his holding.

Antonioni, through his 192 (or One Nine Two) vehicle, originally purchased 1.4m shares of Audioboom (8.93%). Yet, since the takeover proposal was announced, and holders of >1% of shares are required to notify the authorities, we learn through Antonioni’s initial filing on 27 July that he actually owned 1,150,000 shares (7.3%). This filing doesn’t list any share sales, so I can only presume that he sold 250,000 shares before the AAA proposal was made. As far as I understand, Antonioni would be subject to notification of the acquisition or disposal of major shareholdings, according to the UK’s FCA. But, unless I’m missing something, there doesn’t appear to have been any notification. I don’t remember any cancellation of shares, or other corporate action that could have led to him having a reduced holding. Maybe, just an oversight on Antonioni’s behalf, or perhaps I’m in error somehow. But otherwise, a bit fishy that a major holder in the company doesn’t make transparent selling a chunk of his shares.

Monchhichi dolls. Photo by 3water, licensed under Creative Commons Attribution-NonCommercial-ShareAlike 2.0 Generic (CC BY-NC-SA 2.0).

Secondly, I want to tip my hat to a reader who was in touch pointing out that in my previous post I neglected to mention a further layer of complexity in the Russian doll that is AAA, AAQUA, Sentiance, Mesh Holdings (linked to High Growth Capital and Monchhichi) and Asimilar Group. This astute reader pointed out that I didn’t mention Dev Clever and Intrinsic Capital, who are linked to Asimilar Group, as detailed by a RNS published in September 2020. I’ve thought about drawing a diagram to illustrate this dizzying array of interconnected companies and interests, but I’m too busy hunting for the next fish head. I’ve seen some commentators say, “so what”, in reference to this sophisticated nested setup. Well, my sentiments exactly, why would you need such complexity, please tell me what this achieves, that couldn’t be achieved by something more straightforward.

Finally, I wanted to mention AAQUA boss and former Scoot founder Robert Bonnier. It seems that as far as Bonnier is concerned, business is a family affair – his wife Nashida Islam-Bonnier has a beneficial shareholding in AAA, as previously described, as well as her son Sami Vanderlip, and a “Z” Vanderlip. The reason I raise this is simply an anecdote because following my posts about Bonnier and his involvement in AAQUA and Audioboom, I’ve received a message from someone very interested in Mr Bonnier’s whereabouts – whether he’s in Singapore or Dubai, etc? This strikes me as rather odd, since what would I know? This request didn’t at all appear nefarious or dodgy. But, I suppose all otters live in an ecosystem, and the sniffing around of one curious River Otter might lead other intrigued animals to also delve into the scat.

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