Demerger - process

@Team212 Would love to get an update on this along a more technical reason why shares canā€™t be allocated. Given you have the capability to hand out free shares in lieu for refer-a-friend, why canā€™t it happen here?

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I canā€™t even see a regulatory notice that clearly says when and how the new company will spin out.

Therefore t212 canā€™t do much right now

I canā€™t see where the new stock would trade , under what identifier etc etcā€¦

Is there official disclosure Iā€™m not seeing?

Those demerger details will shortly be communicated by Tils (that is what they have communicated to shareholders). StemPrintER is to be listed on the main market as is Tils. Tils has also said for every share held you will receive a share in the new company hence our questions to 212.

I agree. But I repeat. As yet no official communications that T212 can base their response on.

Butā€¦ Based on my years of corporate action processing for many brokers I propose this will happenā€¦ BTW this is absolutely standard demerger process and really shouldnā€™t require much thoughtā€¦

You hold X TILS today

Stemprinter spins out on X:Y basis

Value of TILS fall to reflect value of Stem extracted from overall company

TILS reduced by X:Y ratioā€¦ you had X now you have X/(xx)

You are credited with Y Stemprinter (assuming Stem is listed on an exchange T212 can accessā€¦which they should be able to)

Y value is assigned to Stem

X+Y share prices = value of TILS as of day previousā€¦ a simple split of value

If T212 have a good back office system they will reassign your entry price into Stem and TILS accordingly now your shares have demergerā€¦but for tax reasons you need a new calculated entry price.

So unless Stem kicks out onto an OTC market or something unforseen this is 99% what will happen.

You had X worth Ā£100ā€¦ now you have X + Y worth Ā£100 (minus a little market fluctuation)

Iā€™m at risk of patronisingā€¦but this is pretty much the maths you learnt when you were very youngā€¦ think of it like a cakeā€¦ that you cutā€¦ you still have the same cakeā€¦ itā€™s just in piecesā€¦ you lose nothing, you gain nothingā€¦ except the perceived market value of the seperated entitiesā€¦ and thats the usual game with demergersā€¦ you are essentially showcasing your prime assets and hoping the market values them higher now they are more visibleā€¦ itā€™s a kinda ā€œsum of the partsā€ gameā€¦

any way. hope that helps in some weird way

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Continuing the discussion from Demerger - process:

Normally this would make complete sense -even to me! - but TILS Board has confirmed on several occasions that StemprintER isnā€™t priced into their companyā€™s valuation.

Accustem is effectively going to be the sales branch for a revolutionary finished product from TILS, a clinical stage biotechnology company which will remain wholly focused on its future treatments.

As such, the effect of the demerger on the share price of TILS is atypical. It might take it down some but the sum of the two shares will be far more than that of TILS prior to the demerger. MCap for StemprintER alone is thought to be Ā£200m and TILS is listed on T212 as Ā£319m.

Frankly, the only way T212 TILS holders will achieve VFM based on what weā€™ve been told to date is if Accustem is sold before hitting the market and a dividend paid. However, as it likely wouldnā€™t be for anything coming close to what Accustem can earn over several years itself TILS has no reason to do so as they are fully funded through 2021

ā€˜Sum of the partsā€™

ā€˜Shine a light on under valued assetsā€™

I feel like Iā€™m covered here

If itā€™s not currently ā€˜inā€™ the value of TILS then itā€™s not technically a demerger then? Itā€™s a magical creation of value out of thin air - or an entirely new business - which isnā€™t therefore a demerger.

That said, I take your point - but feel itā€™s covered under the ā€˜shine a light on undervalued assetsā€™ quote ā€¦ I think x + y will be greater than current ā€¦ but, again, exposure of under valued (zero) assets etc etc.

Also, possibly deviating from the original question which more concerns operational process rather than personal opinion about valuation that t212 canā€™t legally answer.

The answer remainsā€¦ until official release of the details about what will actually happenā€¦ weā€™re flying partially blind ā€¦

Thank you for your responses

Well, we now have the RNS weā€™ve been waiting for and a road-map of dates leading to the demerger ex-dividend date of 30th October

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@David @Team212

Now we have the date and youā€™ve something to work towards can we have a proper explanation as to why weā€™re only going to get the money and not the shares? Youā€™ve 6 weeks to fix whatever the issue is and resolve it.

Investors are almost certain to lose out in the time between T212 depositing the money in our accounts and the shares hitting the market and rising.

Help please!!!

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I second this request.

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Agreed - why the difference compared to competitors? Will you have Accustem listed the moment itā€™s available or will t212 drag their feet here too?

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Yes, other platforms appear to be offering the shares in the new company, while Trading 212 customers lose out.

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An update regarding this would be useful now the RNS about the demerger has been released; they have plenty of time to act.
I read somewhere that somebody had been in contact with the Financial Conduct Authority who had taken note of this case but were waiting for the RNS so as to not react to the speculation which weā€™ve now had clarity on; not sure on what aspect the FCA would act upon but if it sounds dodgy, and what trading212 are doing does, then Iā€™m sure they will react appropriately.
Any updates @David would surely put many PIā€™s at ease.

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Iā€™ll add my voice to this. Can we please get some response from @Team212 @David regarding this issue? There is no doubt Trading212 is a brilliant platform and the technical advances theyā€™ve made this year with pies etc are fantastic, but itā€™s this kind of thng that is important to your customers. Your competitors are providing shares in Accustem so you should be able to provide them also. There is a very good chance that paying cash instead of shares means that we will lose out as, undoubtedly, the price of Accustem will rise before we get chance to buy!

Please can you make this a priority?

Thanks

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Initially it looks like a fairly standard demerger. 1 asset spins out something else. Usually pretty simply. Accustem will also seek to list on the LSE :white_check_mark:and be CREST eligible :white_check_mark:

All of those signs point to T212 and IB being able to administrate this Corporate Action easily and get Accustem/Stemprinter on the platform.

Howeverā€¦ this is the fun section of the RNS

ā€œ. Whilst the Accustem Shares will be allotted on the completion of the Demerger, it is unlikely that the process to obtain a standard listing on the Official List and admission to trading on the London Stock Exchange will be complete by the date of completion of the Demerger. Accordingly, no Accustem Shares will be actually issued (or CREST accounts credited or Accustem ADSs issued) until the earlier of Accustem Admission; and 2 months from the date of the completion of the Demergerā€

So it will spin out of TILS (if approved) late Octoberā€¦ however you wonā€™t see anything change (except the value of ā€œnewā€ TILS drop) ā€¦ for maybe 2 months.

That leaves all brokers with no option but to just wait for the stock out turnā€¦ by Christmas if youā€™re lucky

So have sympathy with @Team212 here as they (and IB) are flying blind and waiting for new shares to be creditedā€¦on some dateā€¦in the futureā€¦maybeā€¦

So youā€™ll ā€œloseā€ the value of the spin-out stock for up to 2 monthsā€¦ with no choiceā€¦if you still hold TILS on 30th Oct.

Fun eh?

:santa:

Doesnā€™t change the fact that other brokers are sorting this out and are giving shares in newco, rather than cash equivalent of an initial valuation, which could be as little as Ā£1 mln for example

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Also doesnā€™t explain why neither @David or @Team212 has attempted to answer the questions on the thread despite them stacking up from different posters.

Even a bog standard holding reply stating ā€œwe donā€™t know right now but weā€™re looking into itā€ would be progress. Itā€™s the bare minimum of customer service we should expect.

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Please can @Team212 & @David respond to this thread as many questions have been asked.

It is now 8 days since the last post on this subject asking for clarification and we are still waiting.

Demerger.

1 New Accustem Sciences (Accustem) share for each Existing Tiziana Life Sciences (Tiziana) share held on the Ex-entitlement Date, 30th October 2020.

On 16th September 2020, Tiziana announced that following a strategic review of its clinical trial programs and core focus, the Company intends to demerge its StemPrintER and SPARE genomics-based personalised medicine business, Accustem, into a separate and independent listed Company.

The Demerger is subject to shareholder approval at the General Meeting to be held on 2nd October 2020.

Subsequently, the Demerger is expected to become effective on 30th October 2020. However, it is not yet known when the New Accustem shares will be received.

Following completion of the Demerger, it is not yet known when the New Accustem will be admitted to trading on the Official List of the London Stock Exchange (LSE). Please note that whilst the New Accustem shares will be reflected on your account, the shares will not listed on a recognised stock exchange and therefore you are not able to sell or otherwise trade the Accustem shares through our nominee service.

Can @Team212 & @David explain how other brokers are able to proceed with this?

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Šs of this moment, the demerger process works in the following way - the shares from the new company are being sold & the cash equivalent allocated to all of the eligible clients. Nevertheless, weā€™ll start a total overhaul of the existing process in the following months.

Cash equivalent? As far as im aware we dont know what the value of the shares will be as of yet so will you be deciding the price they will be sold at?
Then we will be forced to pay the spread to buy the shares back for those of us who actually want to hold the Accustem shares and the share price may have sky rocketed by then for all we know.

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