TIL - Trilogy [formerly ECO - Ecoya]

[winner69]

Always right to buy at $2.10 :D

Surely was

[co0p]

I see nude by nature is on the block. I wonder if TIL are in the mix...

[Everwood]

I see nude by nature is on the block. I wonder if TIL are in the mix...

How do you know that Nude by Nature is on the block? It would be a good acquisition and I even have a couple of their items in my cosmetic drawer.

[co0p]

There is an article in The Australian. Its behind a paywall so I haven't actually read it.

[winner69]

There is an article in The Australian. Its behind a paywall so I haven't actually read it.

Crescent trying to flog off Nude by Nature

Apparently $100m earnings. If so quite a big deal on the cards.

They say BWX a possibility but more likely a foreign private equity player

Industry at the top of the cycle?

[co0p]

Crescent trying to flog off Nude by Nature

Apparently $100m earnings. If so quite a big deal on the cards.

They say BWX a possibility but more likely a foreign private equity player

Industry at the top of the cycle?

Wow 100M earnings! - too big for TIL

[carrom74]

Crescent trying to flog off Nude by Nature

Apparently $100m earnings. If so quite a big deal on the cards.

They say BWX a possibility but more likely a foreign private equity player

Industry at the top of the cycle?

I would be surprised if BWX acquires NbyN Winner...Did they not buy an US firm for about $100m plus recently?

[winner69]

H1 announcement pretty boring

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/311022/270611.pdf

Got to get rid of those candles - no money to be made and too many things can go wrong.

Hope still prevails for a 10% growth full year ...hardly inspiring when you think about the acquisitions made.

Never mind, buying at 210 was good eh Balance. The big day will come soon so let’s hope they don’t stuff things up operationally.

[TheHunter]

H1 announcement pretty boring

Hope still prevails for a 10+ % growth full year ...hardly inspiring when you think about the acquisitions made.



Let me just correct one minor thing left out there Winner... Yes, boring domestically but internationally looking very promising.

[boysy]

Think that’s a bit rough like the bit about 1000 new doors later on this year clearly the international market is where growth is at. Good to see they hit the 1st half ebitda target and reaffirmed FY guidance confirming they are on track.

[JayRiggs]

One off ECOYA Glass and wax supply constraints resulted in slower than anticipated revenue growth and created one off costs in H1, reducing profitability.

Getting a bit annoying reading about all these one-off costs... there always seems to be one-off costs in every result.
Aren't these just regular costs of business by now???

[LAC]

Unflattering - disappointing and I will be out of TIL this morning. Prolly buy in at $2.10;)

[winner69]

Think that’s a bit rough like the bit about 1000 new doors later on this year clearly the international market is where growth is at. Good to see they hit the 1st half ebitda target and reaffirmed FY guidance confirming they are on track.

Better pull them through

Guidance implies H2 revenues up 15% on last year with ebitda up 23% on last year

Pretty bullish

[boysy]

Sell orders getting pulled seems That 30,000 buy at 2.58 might set the scene for today

[winner69]

At 258 on a forward looking PE of about 14

Seems fair enough

We need that big takeover to happen

[trader_jackson]

4% revenue growth? Decreasing EBITDA? I thought TIL was a growth company?

No wonder the big take over offer hasn't come... these results show it's no surprise BWX, who some like to think is comparable to TIL, doesn't want touch this dog.

[TheHunter]

Being a bit harsh here.. very far off from being a dog. Unless you are referring to a dog with radiating skin from all these popular natural products.

Earnings guidance reconfirmed at a decent growth rate from prior year, massive growth numbers coming through internationally and first two month trading very promising even domestically.

I'll be looking to top up if this drops.

[silu]

I couldn't financially short TIL as I wanted to so I entered a private comp with a mate who loves TIL. He has to buy under $2.50 while I short over $2.50. I guess I can order the Christmas hamper on his credit card by now. The growth for a company trading at a PE of 14 is laughable. Unless there is the mythical takeover so many shareholders are hoping for.

[trader_jackson]

Being a bit harsh here.. very far off from being a dog. Unless you are referring to a dog with radiating skin from all these popular natural products.

Earnings guidance reconfirmed at a decent growth rate from prior year, massive growth numbers coming through internationally and first two month trading very promising even domestically.

I'll be looking to top up if this drops.
You'll probably be in luck, the buyers are few and far in between... nobody wanting to touch this till $2.35 now, not surprising when the EPS growth is 0 - PE of 14 looks expensive when you there is no growth...

I know companies who are no growth and trading on a PE of barely 6)

[Balance]

Sigh ... back to always right to buy at $2.10, I suspect.

[silverblizzard888]

Market hasn't valued TIL as a growth stock for a while now. profit growth figure of 17% is decent.

[trader_jackson]

Market hasn't valued TIL as a grow stock for a while now. profit growth figure of 17% is decent.

There is no growth when you look at it on a per share basis?
earnings per share is apparently what valuation is all about I thought

[carrom74]

Sigh ... back to always right to buy at $2.10, I suspect.

Could go even low.Hardly any buyers.Getting Hammered

Brutal Tuesday for TIL.

[TheHunter]

There is no growth when you look at it on a per share basis?
earnings per share is apparently what valuation is all about I thought

No, future EPS is what impacts valuation. Outlook is key.

[trader_jackson]

No, future EPS is what impacts valuation. Outlook is key.

Some thought the outlook this time last year was pretty good... but the share price has gone from over $3.60 this time last year, to barely holding above the $2.50 mark now...

Let's hope today we can hold above $2.30


Balance, in a few weeks you may even be able to buy some more at $2.10

[silverblizzard888]

There is no growth when you look at it on a per share basis?
earnings per share is apparently what valuation is all about I thought

I suspect that no earnings per share growth is due to the fact they had a capital raising end of last year and issued more shares hence no earnings per share growth when compared this year to last. Overall profits are going to steadily rise so it can be a steady player.

Positives to take is steady market share in competitive market, +1000 stores selling their product and Lanocorp sales and profits still yet to come in fully.

Negatives are increase cost, which have slimmed margins and little to no growth in revenue.

[silverblizzard888]

I do think the stock will revert back to a slight downtrend and will test 2.30

[JeremyALD]

I do think the stock will revert back to a slight downtrend and will test 2.30

Well its already 2.35 lol

[Balance]

Some thought the outlook this time last year was pretty good... but the share price has gone from over $3.60 this time last year, to barely holding above the $2.50 mark now...

Let's hope today we can hold above $2.30


Balance, in a few weeks you may even be able to buy some more at $2.10

It is what it is.

I think it could test $2.10 by end of the week.

[winner69]

No, future EPS is what impacts valuation. Outlook is key.

yes, a 1,000 new doors opened ....... let's say a miserable 2 purchases a day from those coming in through these 1,000 doors (one at lunch time and one on the way home) ......that's 730 purchases a year per door ......730,000 purchases a year through 1,000 doors .... expensive stuff this trilogy so assume $25 a purchase ..... heck thats getting up to $20 million incremental sales per year

Just imagine what it would be if those customers made 4 purchases a day



Got to get rid of those blasted candles .....and put the investment into opening more doors

[TheHunter]

EBITDA in line with earnings guidance for 1H and earnings reaffirmed for full year with a promising outlook and while also being positioned to gain manufacturing efficiencies and provide required capacity.

Not sure what else people were expecting... no surprises at all.

Very reasonable result IMO, especially given international prospects.

[mondograss]

I just think that at this stage there's better options out there. I sold out back in October and bought Blackmores with the money. Up 33% since then.

[stoploss]

Sell orders getting pulled seems That 30,000 buy at 2.58 might set the scene for today

Scene for a shellacing......

[silverblizzard888]

yes, a 1,000 new doors opened ....... let's say a miserable 2 purchases a day from those coming in through these 1,000 doors (one at lunch time and one on the way home) ......that's 730 purchases a year per door ......730,000 purchases a year through 1,000 doors .... expensive stuff this trilogy so assume $25 a purchase ..... heck thats getting up to $20 million incremental sales per year

Just imagine what it would be if those customers made 4 purchases a day



Got to get rid of those blasted candles .....and put the investment into opening more doors

Actually thats even a conservative estimate because many of their products are actually at $50 so either a sale of two smaller items or one normal item would fit the bill. The sale of 2 normal items would be $100, do the math on that 730,000 x $50, thats a possible 18 -36 million

[JayRiggs]

When they say "1000 new doors", what exactly is a door? Bit of a loose term this "door".
I guess they mean a retail store, but that can be in all different shapes and sizes, ranging from a small local cosmetic store in the corner of the street, to a large department store like Walmart.

[silverblizzard888]

When they say "1000 new doors", what exactly is a door? Bit of a loose term this "door".
I guess they mean a retail store, but that can be in all different shapes and sizes, ranging from a small local cosmetic store in the corner of the street, to a large department store like Walmart.

when one door closes another one opens. Trilogy is about to go into the doors business, anyone for rosehip oil covered timber? Takes the wrinkes away and keeps it natural too ;)

Jokes aside, its very vague indeed, though likely supply is with large franchises with many retails stops, cause ain't no one gonna knock on a 1000 doors asking to sell in a boutique store one by one.

[Balance]

Sigh ... back to always right to buy at $2.10, I suspect.

Have had a closer look at the financials:

EBITDA may have only fallen by $0.9m but in %tage terms, the fall is actually 12% which is a big number for a previously 'growth' rated stock.

NPAT would have fallen as well but for the net acquisition consideration adjustment of $525k.

The adjustment is not a good thing as it adds on to the $1m adjustment last financial year - so CS has had earn-out adjustments of $1.64m indicating that CS is not performing to earn-out projections and hence, TIL has overpaid and/or is not able to obtain the benefits of leveraging the distribution of CS - one of the strong rationales for its acquisition. CS's flat earnings is sobering.

So everything rests now on the second half to deliver the profit growth to offset the first half.

I suspect the market is not going to be holding its breath expecting a gang buster result comes May 2018 - given the subdued tone of the announcement which is the third now in a row.

Was rather hoping that TIL would rise to the occasion and surprise the market with a better than expected interim result - under-promise and over-deliver.

I regrettably retract my 'always right to buy at $2.10.'

[forest]

Thanks Balance for your take on it, yea disappointing.
Even something as simple as selling candles seem a challenge to them.

[Balance]

Thanks Balance for your take on it, yea disappointing.
Even something as simple as selling candles seem a challenge to them.

Actually selling candles is definitely a huge challenge which is why they branch off into skincare products, and initially hit the jackpot with Trilogy.

I initially invested in Trilogy because my partner absolutely swore by the product.

[Snow Leopard]

...I initially invested in Trilogy because my partner absolutely swore by the product.

What like "how the [beep] do you get this [beep] lid open on this [beep] [beep] jar?"

[Balance]

What like "how the [beep] do you get this [beep] lid open on this [beep] [beep] jar?"

Trilogy Organic Rosehip oil is one great product and any pharmacy or skincare beauty shop will be happy to recommend above others - in fact, it is often out of stock at the many shops which supply the China grey market.

Issues with Trilogy Rosehip oil are that competing products are being aggressively marketed and discounted - certainly impacting upon Trilogy's prices in the market. Where my partner used to pay over $40 for the 45ml bottle, they can now be bought for $30 in some outlets.

[LAC]

Trilogy Organic Rosehip oil is one great product and any pharmacy or skincare beauty shop will be happy to recommend above others - in fact, it is often out of stock at the many shops which supply the China grey market.

Issues with Trilogy Rosehip oil are that competing products are being aggressively marketed and discounted - certainly impacting upon Trilogy's prices in the market.

Totally agree but I also find that their marketing isnt done very good. I had a friend recently buy a 3 pack of Sukin products and I asked her why she chose that - she said the location, box details and combination of the products where better than the Trilogy stuff that was on the opposite shelf at Farmers which wasnt very well organised and the small print didnt say 100% organic etc. I think Trilogy puts out good products but I find the people at Trilogy need some experienced marketing Gurus, the current people have done a good job but with them trying to hit the overseas market, they need experienced people who have taken NZ products overseas and been successful. I have waited a year and not really seen much change from that perspective, I cant see why I would choose Trilogy over the other 6 brands on offer at the Pharmacy - hence I am not as everything was pretty flat imo

[Balance]

Totally agree but I also find that their marketing isnt done very good. I had a friend recently buy a 3 pack of Sukin products and I asked her why she chose that - she said the location, box details and combination of the products where better than the Trilogy stuff that was on the opposite shelf at Farmers which wasnt very well organised and the small print didnt say 100% organic etc. I think Trilogy puts out good products but I find the people at Trilogy need some experienced marketing Gurus, the current people have done a good job but with them trying to hit the overseas market, they need experienced people who have taken NZ products overseas and been successful. I have waited a year and not really seen much change from that perspective, I cant see why I would choose Trilogy over the other 6 brands on offer at the Pharmacy - hence I am not as everything was pretty flat imo

Even the Warehouse now sells organic rosehip oil - $19.90!

Not what you would to give your lovely partner for Christmas but hi, for personal use?

Always the way when a successful product makes super profits - why brand marketing is so very very important.

[carrom74]

https://www.nzx.com/announcements/309290

The share price started going up after this announcement($2.22 to $2.63)... Some investors were caught thinking it as a good sign and from yesterday the downward spiral started.

Getting back to Balance's $2.10 mark or may be even lower.I will be jumping in if that happens.

[horus1]

I will buy at 2.10 or so

[trader_jackson]

Sell orders getting pulled seems That 30,000 buy at 2.58 might set the scene for today

That buy, if it did go through, has lost 13% in less than 1 and a half days...

The silence on this thread is quite austonding and says it all.

Hope those that go caught up with the aqusition announcement late June got out with a bit more profit than they would if they were to sell out at market price today (ie no more than 10%, even if you brought at the very bottom, being $2.05 - so far).

Could be soon heading back to those late June levels of below $2.10... just need another acquisition announcement, doesn't matter if it is EPS accretive (or even if it is any good), just needs to have a good headline with lots of fuzzy noise... or if they can't do that, an announcement with the words "market presentation" combined with "china" might spark a bit more buyer interest.

No wonder BWX won't take this dog over already, despite TIL trading near multi year lows

[Balance]

The silence on this thread is quite austonding and says it all.

[/SIZE]

You got the wrong thread, TJ - there have been 4 pages and 39 postings here since the announcement was made! Hardly deafening.

You must mean PEB? Deafening silence there indeed with only 5 posts - including one repeating PEB's PR bull about expenses dropping (actually rose).

[Balance]

https://www.nzx.com/announcements/309290

The share price started going up after this announcement($2.22 to $2.63)... Some investors were caught thinking it as a good sign and from yesterday the downward spiral started.

Getting back to Balance's $2.10 mark or may be even lower.I will be jumping in if that happens.

Please note 'always right to buy at $2.10' has been regrettably retracted after this results which failed to live up to expectations.

[Balance]

Please note 'always right to buy at $2.10' has been regrettably retracted after this results which failed to live up to expectations.


Never got there and looks like never will - $2.90 cash offer by Citic Capital.

Another stock to exit NZX.

[sb9]

Never got there and looks like never will - $2.90 cash offer by Citic Capital.

Another stock to exit NZX.

Hmmm...has TIL management and board lost faith in their brand and see no further growth??

[trader_jackson]

Holders have been given a huge get out of jail free card today that is for sure. Management clearly don't believe TIL is worth more than $2.90... ironically, a year or so ago, I said TIL was worth around $3... That was when the share price was well into the 4's and my $3 statement was meet with vicious attacks by many other posters... looks like "in the end" I wasn't too far off the mark... still not a done deal yet I suppose.

[RupertBear]

Holders have been given a huge get out of jail free card today that is for sure. Management clearly don't believe TIL is worth more than $2.90... ironically, a year or so ago, I said TIL was worth around $3... That was when the share price was well into the 4's and my $3 statement was meet with vicious attacks by many other posters... looks like "in the end" I wasn't too far off the mark... still not a done deal yet I suppose.

Not a get out of jail card for me, will be a loss for me unfortunately with an average of $3.50 :(

[JayRiggs]

Considering the capital raise price last year was at $3.70, $2.90 is a joke of a price to sell.
(or rather $3.70 capital raise price was a joke to begin with)
Business Bakery own 31.2% and intend to vote for this.
75% is required to approve this takeover.
So 43.8% votes left are required to get this through the line.

[sb9]

Not a get out of jail card for me, will be a loss for me unfortunately with an average of $3.50 :(

I'm sure there are plenty more in the same bracket....feel sorry for you guys.

[JayRiggs]

Re-read the offer.

The Scheme requires the approval of both
(i) 75% of all votes cast by shareholders;
and (ii) 50% of the total voting rights attaching to TIL shares (whether or not voted).
That means 50% of the 75% votes are required.
If Business Bakery own 31.2%, that means only 6.3% votes of the remaining shares are required.
So almost a done deal?

[IAK]

Yep, $2k loss for me on this one. Despite having a head start and a good brand name it wasn't enough to keep the competition at bay. Makes me wonder if similarly unpatented and/or products with little ecomnomic moat could also suffer a similar fate. Lesson learnt.

[golden city]

Next offer to thl at 6.50

[carrom74]

Balance and Winner... always right to buy at $2.10 eh?

[winner69]

Balance and Winner... always right to buy at $2.10 eh?

Yep ...always right to be at $2.10

Just for the inevitiable takeover ..... in reality company performance was never going to get the share price to stay over $2.50 (no matter what the believers thought)

[Everwood]

I made my first investment in this stock when it was still called Ecoya back in 2011. I'm happy with my overall return, but my average price is just under 87 cents per share.

[winner69]

Very generous offer from CITIC with an EV/EBITDA multiple (12 months to 30 September 2017) of 13.6x being pretty high ...especially when Trilogy now say "Delivering this growth will take time and involves execution risks."

Reckon they were prepared to offer $3.40 but discounted it by 50 cents because of those stupid value destroying Ecoya candles.

[steveb]

up 50c on pretty small volume,so far.I think shareholders are sitting on the sidelines waiting for all the chips to fall.At $2.90 there could be other interested parties?

[babymonster]

Buy now and can get a bit profit too

[winner69]

So Citic fronting up with just under $250m for about $19m ebitda

Going to take a few years for them to get a payback on that sort of investment

[Balance]

So Citic fronting up with just under $250m for about $19m ebitda

Going to take a few years for them to get a payback on that sort of investment

Comes down to their ability to leverage TIL's brands into Asia - especially China where Trilogy is already a well-accepted brand via the grey market.

[winner69]

Surprised it's taken them so long to find a buyer ...... would hazard a guess they been touting this for well over a year now

Another great investment by the Baker Boys

'Investing' in their companies one needs to expect the inevitable takeover (exit strategy)

[winner69]

Holders have been given a huge get out of jail free card today that is for sure. Management clearly don't believe TIL is worth more than $2.90... ironically, a year or so ago, I said TIL was worth around $3... That was when the share price was well into the 4's and my $3 statement was meet with vicious attacks by many other posters... looks like "in the end" I wasn't too far off the mark... still not a done deal yet I suppose.

Maybe a get out jail free card for some ...but for some great to see a plan come to fruition.

Was always good buying at $2.10

[golden city]

Those boys will focus on moa next I guess

[Beagle]

Congrats to the faithful, well done for showing tenacity with your holding.

[Frostyb0y]

My story with TIL:
Bought at $0.91 because my wife was spending hundreds on the product.
Participated in the raise at $3.70.
Put a sell order in at $5.00 then the SP got as high as $4.90 before crashing.
Will go out with a small profit.

Thank you to all of those who have been positing regularly, your contribution is valuable to those of us who are usually "read only" in this forum.

[LAC]

Story of my life, sold out after their last announcement and today's a takeover deal

[carrom74]

Story of my life, sold out after their last announcement and today's a takeover deal

I was exactly the same.But with a different stock.Opus.

I suppose there was lot of talk about TIL being taken over for some time hence that refrained me to sell(learned a bitter lesson from Opus)

[BlackPeter]

Re-read the offer.

That means 50% of the 75% votes are required.
If Business Bakery own 31.2%, that means only 6.3% votes of the remaining shares are required.
So almost a done deal?

Not quite. They need 75% of all casted votes, but a minimum of 50% of all votes (whether casted or not).
If Business Bakery owns 31.2%, than they will need to find another 18.8% of shareholders agreeing with them.

[winner69]

Not quite. They need 75% of all casted votes, but a minimum of 50% of all votes (whether casted or not).
If Business Bakery owns 31.2%, than they will need to find another 18.8% of shareholders agreeing with them.

But if the other 50% vote against they won’t get to 75% of casted votes ...deal off

Probably hoping for the usual voter apathy

[BlackPeter]

But if the other 50% vote against they won’t get to 75% of casted votes ...deal off

Probably hoping for the usual voter apathy

correct - should have said they need at least another 18.8%; If everybody who is eligible to vote is voting, they will need 75% of all votes - i.e. Baker Boys plus another 43,8%.

In reality it will be somewhere in between the additional 18,8% and 43,8%; Not that easy.

From a personal point of view - not sure I would want to give them my shares for only $2.90; Let's wait for the report - and what the NZSA has to say, but unless they better the offer probably voting against. I think TIL is currently quite nice positioned - no need to give it away.

[co0p]

So Citic fronting up with just under $250m for about $19m ebitda

Going to take a few years for them to get a payback on that sort of investment



More like $210M for ~ $21M EBITDA (assuming guidance is met)

At first glance it seems a little opportunistic.

Looking forward to the independent advisers report.

Got in a few years ago, participated in the capital raise, and purchased more recently so ultimately this will a be very good investment for me. Just feel like $2.90 is a little low...

[co0p]

Ignore above, just realised you were using EV. Although you may want to adjust for 2H cashflow effect :-)

[Balance]

But if the other 50% vote against they won’t get to 75% of casted votes ...deal off

Probably hoping for the usual voter apathy

You and I have been around long enough, W69 to know that the 'first bid is never the last or highest bid'.

Watch out for further developments, I would say and don't count BWX out.

[Beagle]

I got to thinking this morning why the apparent free 5% lunch left on the table...Subject to Overseas Investment Office approval....I wonder how long that might take under a Labour government ?
I note Goodman Property Trust sold some buildings in Auckland and are still waiting for same nearly a year later...and that's mostly under a National Government.
I guess there's no land involved so that might help. Still what with all the time taken for the independent appraisal report and other formalities it could be many many months before one could expect a cheque. Some like you Balance are no doubt holding out for a better price.
Just putting it out there that OIO are taking a very long time to consider applications.

[steveb]

correct - should have said they need at least another 18.8%; If everybody who is eligible to vote is voting, they will need 75% of all votes - i.e. Baker Boys plus another 43,8%.

In reality it will be somewhere in between the additional 18,8% and 43,8%; Not that easy.

From a personal point of view - not sure I would want to give them my shares for only $2.90; Let's wait for the report - and what the NZSA has to say, but unless they better the offer probably voting against. I think TIL is currently quite nice positioned - no need to give it away.

Hey BP do you know if CITIC are holding any shares or have tied any up elsewhere?

[boysy]

Balance I also think a further offer will come out of the woodwork the TIL share will be earnings accretive for the likes of BWX with a 45x PE, will be interesting how this pans out but puts a stick in the ground re worth .....

[Everwood]

correct - should have said they need at least another 18.8%; If everybody who is eligible to vote is voting, they will need 75% of all votes - i.e. Baker Boys plus another 43,8%.

In reality it will be somewhere in between the additional 18,8% and 43,8%; Not that easy.

From a personal point of view - not sure I would want to give them my shares for only $2.90; Let's wait for the report - and what the NZSA has to say, but unless they better the offer probably voting against. I think TIL is currently quite nice positioned - no need to give it away.
I would have preferred to get at least $3.20, but I'm happy to sell my shares at $2.90. I have a lot of capital invested in Trilogy which I like would to diversify into other investments. I also intend to reward myself with a Chanel handbag which I have always dreamed of owning someday. I have been rewarded very well since my first purchase in 2011.

[JayRiggs]

I feel the board and management are accepting this $2.90 offer far too easily.
I remember at the 2016 AGM, someone during Q&A asked if there were any potential buyers for TIL.

Geoff Ross sarcastically joked something like "yes, we are a highly attractive takeover prospect..."
Then followed up with along the lines of "no... we believe we can provide alot more value for shareholders..."

During this time, TIL was trading at a bit over $4.
So doesn't seem right for Geoff to scoff at the idea of a takeover offer while TIL were over $4, then just 14 months later sell out at $2.90.

[winner69]

I feel the board and management are accepting this $2.90 offer far too easily.
I remember at the 2016 AGM, someone during Q&A asked if there were any potential buyers for TIL.

Geoff Ross sarcastically joked something like "yes, we are a highly attractive takeover prospect..."
Then followed up with along the lines of "no... we believe we can provide alot more value for shareholders..."

During this time, TIL was trading at a bit over $4.
So doesn't seem right for Geoff to scoff at the idea of a takeover offer while TIL were over $4, then just 14 months later sell out at $2.90.

But things have changed .... TIL not delivering ......they struggling to grow ....and as said this morning things are going to take time

Was never really worth $4 plus .....but they did well selling down at a good price eh

But first offer often not the last so hang tight

Independent report probably come in at $2.75 to $3.05


And don't forget the Ecoya discount ....that knocks a bit of the price

[JayRiggs]

But things have changed .... TIL not delivering ......they struggling to grow ....and as said this morning things are going to take time

Was never really worth $4 plus .....but they did well selling down at a good price eh

But first offer often not the last so hang tight

Independent report probably come in at $2.75 to $3.05


And don't forget the Ecoya discount ....that knocks a bit of the price

Yes I agree, things have changed for sure.
It just feels disingenuous of board and management a little over a year ago to talk about how they can drive shareholder value without being bought out, and the capital raise at $3.70.... then selling out at $2.90.
If there's that much potential growth in China, then I feel TIL can give us far far more than $2.90.

Of course, I understand board and management are more after their own interests and this is the risk in investing... I'll take it in the butt.

While I'll be taking a bit of a loss on this, at the same time I'll be happy to get the capital back and go sniffing for other investment opportunities.

[BlackPeter]

Hey BP do you know if CITIC are holding any shares or have tied any up elsewhere?

Not according to the announcement ...

[BlackPeter]

I would have preferred to get at least $3.20, but I'm happy to sell my shares at $2.90. I have a lot of capital invested in Trilogy which I like would to diversify into other investments. I also intend to reward myself with a Chanel handbag which I have always dreamed of owning someday. I have been rewarded very well since my first purchase in 2011.

You are a tough negotiator, though ... ;);

[RupertBear]

Congrats to the faithful, well done for showing tenacity with your holding.

Well this faithful and tenacious little bear is feeling very glum and unrewarded :( Bought into Trilogy at $0.60 and sat happily on them for a while then unfortunately nibbled away at a few between $3.20 and $3.80 as it was going up thinking I was onto a good thing and then bought into the SPP as well. Needless to say I will be a few grand down the gurgler on this one. Gulp. And yep I know I shouldnt have held on in the downtrend, bugger. :t_down:

[RupertBear]

So is it better to hold on and see what eventuates or sell out and put the money into the next good thing :D

[Balance]

So is it better to hold on and see what eventuates or sell out and put the money into the next good thing :D

First bid is never last or highest bid as a general rule.

I would be very surprised if BWX is not meeting its advisors to discuss situation.

[JayRiggs]

Assuming $2.90 is the final offer, realistically when can we expect to be paid?
I see there will be a shareholder meeting in March 2018, so that's a solid 3 months of holding on. And maybe a couple more months of the approval process after that meeting. Yes, hopeful of a better offer between now and March 2018.

I'd like to think if we hold on that long, we'll receive a dividend in June.

[winner69]

First bid is never last or highest bid as a general rule.

I would be very surprised if BWX is not meeting its advisors to discuss situation.

....and having a squizz through the papers and workings they have already prepared. Probably hasn't even collected any dust

Market seems quite happy giving them more cash to buy companies.

Might refuse to take the candles though .....

[waikare]

I become a little concerned when boards recommend their company be taken over with out seeing a independent review, suggest they have little confidence in themselves, some can do much better than us, sort of attitude.

Or are there ulterior motives..............

[Balance]

I become a little concerned when boards recommend their company be taken over with out seeing a independent review, suggest they have little confidence in themselves, some can do much better than us, sort of attitude.

Or are there ulterior motives..............

I think it is clear enough as to why the principal shareholders (Baker & Ross) and directors are selling.

They have taken the company as far as they can, sales and growth momentum has clearly stalled, the brands are however valuable (just as 42 Below was) and time to sell to somebody else who can extract greater value from the platform in place.

Gotto hand it to them - from ideas, they have built up a $200m plus company.

So well done to them and good luck to Citic.

Am happy to have supported and participated in the wealth creation.

No back door here!

[Te Whetu]

I consider the offer undervalues Trilogy.

Based on the currently available information, I plan to vote against the offer.

The substantial security holders can reject the offer

For the offer to succeed, it requires 75% acceptance from voting shareholders.

This means that if a shareholder acquires a 20% shareholding, it will likely be able block the offer. This is because, while 20% is not 25%, some shareholders won't vote and others, such as myself, will also vote against the offer.

It also means that even without a 20% shareholding, a few substantial security holders could, together, block the offer.

This means that such substantial security holders will have some negotiating power in the months ahead.

Home Fragrance likely has some value

We all agree the 'home fragrance' business has performed very poorly.

In the six months ended 30 September 2017, this business unit has outright lost money.

That being said, given its substantial market share in Australia and New Zealand, plus the potential synergies available to a purchaser, it is my opinion that this business unit will have some value to an acquirer.

However, because this business unit has minimal (sometimes negative) earnings, considering it's value based on a multiple of earnings discounts the underlying value of the segment.

Material value is in 'Natural Products' segment, particularly in Asia

The real value of Trilogy is in its 'Natural Products' business – particularly sales in Asia, which have experienced strong growth.

Trilogy does not split out its sales in Asia, instead includes it shows its 'Rest of World' financial performance. However, when considering Trilogy, 'Rest of World' appears to be largely synonymous with 'Asia'.

In the six months ended 30 September 2017, 'Rest of World' sales of 'Natural Products' accounted for roughly one third of Trilogy's EBITDA.

The following table shows 'Rest of World' revenue and EBITDA for 'Natural Products', in six month increments, over the past 54 months.

9339

In recent periods, Trilogy has earned between 35% and 40% EBITDA margin on sales through this segment.

It is this segment and opportunity that I am concerned is being sold far too cheaply.

It is also this segment which I consider has the most potential synergies for CITIC.

Final comments

It is important that people vote.

If you are against the scheme, your vote does matter, particularly because of the 75% threshold.

For the scheme to be approved, each vote against the scheme will require three votes for the scheme.

The ultimate outcome will, to a large extent, depend on the substantial shareholders; as well as the value of the shares assessed by Grant Samuel, the independent adviser.

My hope is that the substantial shareholders push back on the offer, so that the deal is either cancelled or CITIC raises the offer price.

Te

DISC: I hold between 20,000 and 25,000 shares in Trilogy, representing less than 0.05% of the shares on issue.

[RupertBear]

I consider the offer undervalues Trilogy.

Based on the currently available information, I plan to vote against the offer.

The substantial security holders can reject the offer

For the offer to succeed, it requires 75% acceptance from voting shareholders.

This means that if a shareholder acquires a 20% shareholding, it will likely be able block the offer. This is because, while 20% is not 25%, some shareholders won't vote and others, such as myself, will also vote against the offer.

It also means that even without a 20% shareholding, a few substantial security holders could, together, block the offer.

This means that such substantial security holders will have some negotiating power in the months ahead.

Home Fragrance likely has some value

We all agree the 'home fragrance' business has performed very poorly.

In the six months ended 30 September 2017, this business unit has outright lost money.

That being said, given its substantial market share in Australia and New Zealand, plus the potential synergies available to a purchaser, it is my opinion that this business unit will have some value to an acquirer.

However, because this business unit has minimal (sometimes negative) earnings, considering it's value based on a multiple of earnings discounts the underlying value of the segment.

Material value is in 'Natural Products' segment, particularly in Asia

The real value of Trilogy is in its 'Natural Products' business – particularly sales in Asia, which have experienced strong growth.

Trilogy does not split out its sales in Asia, instead includes it shows its 'Rest of World' financial performance. However, when considering Trilogy, 'Rest of World' appears to be largely synonymous with 'Asia'.

In the six months ended 30 September 2017, 'Rest of World' sales of 'Natural Products' accounted for roughly one third of Trilogy's EBITDA.

The following table shows 'Rest of World' revenue and EBITDA for 'Natural Products', in six month increments, over the past 54 months.

9339

In recent periods, Trilogy has earned between 35% and 40% EBITDA margin on sales through this segment.

It is this segment and opportunity that I am concerned is being sold far too cheaply.

It is also this segment which I consider has the most potential synergies for CITIC.

Final comments

It is important that people vote.

If you are against the scheme, your vote does matter, particularly because of the 75% threshold.

For the scheme to be approved, each vote against the scheme will require three votes for the scheme.

The ultimate outcome will, to a large extent, depend on the substantial shareholders; as well as the value of the shares assessed by Grant Samuel, the independent adviser.

My hope is that the substantial shareholders push back on the offer, so that the deal is either cancelled or CITIC raises the offer price.

Te

DISC: I hold between 20,000 and 25,000 shares in Trilogy, representing less than 0.05% of the shares on issue.

Thanks heaps for your analysis it is very much appreciated. I will also be voting against the offer

[BlackPeter]

Worthwhile reading the Schema Implementation Agreement (newest announcement on this webpage: http://investors.tilbrands.com/investor-centre/)

The parties agreed on a break fee of $2 million, which is (next to many other trigger events) payable by TIL to the bidder if


any Target Director fails to make the recommendation or any Target Director fails to
give the undertaking referred to in clause 8.1 or changes, qualifies or withdraws that
recommendation or undertaking or makes any statement inconsistent with that
recommendation or that undertaking;
(paragraph 13.2b) - TIL is the target, if anybody is in doubt.

This means "our" directors stopped working for us at the time they signed this agreement and they are now working in the interest of the bidder. If they find a reason why the takeover should not go ahead they won't tell us (otherwise TIL would have to pay a penalty of $2m to the bidder). Quite shocking, I dare say, particularly considering that there is currently not even an independent report to assess the company's worth (whatever this is "worth").

Wondering whether accepting this clause in such an early stage of a low ball offer might be a breach of the directors obligations to the shareholders?

Anyway - pointless to read or trust the recommendations of our directors. They signed their right to object away and have to recommend the offer, no matter whether it is in their view good or bad for shareholders.

[winner69]

Good post Te Whetu

I hope that as Trilogy is now play there will either be more keen suitors wanting to buy them or if not something makes CITIC offer more. Trilogy been touted aeound for a while now and this is the first to bite.

Yes, the future could be bright but Trilogy in currently struggling to make things really happen - they seem to have lost traction as shown in their operational and financial performance over the last year or so. Achieving their (and your) expectations has huge execution risk.

I’m waiting to see what happens. Be interesting to see what Grant Thornton come up with but I don’t think it will be an outrageous valuation range, hopefully enough to get the price over $3.

Whatever I think I will be inclined to vote for it - for no other reason than the share price possibly will tank if punters reject the offer.

I think the difference in our thinking is essentially that you have faith / confidence that Trilogy will successfully capture the growth from the opportunities you outline while I don’t have that same degree of confidence.

Interesting times eh

[winner69]

Worthwhile reading the Schema Implementation Agreement (newest announcement on this webpage: http://investors.tilbrands.com/investor-centre/)

The parties agreed on a break fee of $2 million, which is (next to many other trigger events) payable by TIL to the bidder if


(paragraph 13.2b) - TIL is the target, if anybody is in doubt.

This means "our" directors stopped working for us at the time they signed this agreement and they are now working in the interest of the bidder. If they find a reason why the takeover should not go ahead they won't tell us (otherwise TIL would have to pay a penalty of $2m to the bidder). Quite shocking, I dare say, particularly considering that there is currently not even an independent report to assess the company's worth (whatever this is "worth").

Wondering whether accepting this clause in such an early stage of a low ball offer might be a breach of the directors obligations to the shareholders?
I
Anyway - pointless to read or trust the recommendations of our directors. They signed their right to object away and have to recommend the offer, no matter whether it is in their view good or badly for shareholders.

Not really a fair assessment but you are entitled to your interpretation of what it means.

Break fees are not uncommon in these arrangements - mainly agreed as a cost ‘recovery’ mechanism if things don’t work out

Did you note that there is also a Reverse Break Fee?

And if there are other offers the Trilogy directors have some obligations as stated in the agreement

What’s your take of Clause 12 - Exclusivity

[BlackPeter]

Not really a fair assessment but you are entitled to your interpretation of what it means.

Break fees are not uncommon in these arrangements - mainly agreed as a cost ‘recovery’ mechanism if things don’t work out

Did you note that there is also a Reverse Break Fee?

And if there are other offers the Trilogy directors have some obligations as stated in the agreement

What’s your take of Clause 12 - Exclusivity

Sure are agreements between bidders and targets common, but remind me when was the last time you have seen the recipient of a low ball offer to commit themselves to recommend the offer to their shareholders (subject to penalties)?

Interesting to note that the reverse break fee is smaller than the break fee ...

Exclusivity clause: I'd call it a legal straightjacket for the board ... with loopholes limited to what the directors are legally obliged to do anyway ...

Just wondering what really enticed the board to sign this agreement ... how can they still claim to work in the best interest of the shareholders? Unless they know that the company is that run down that $2.90 is a good offer - do they?

[winner69]

Sure are agreements between bidders and targets common, but remind me when was the last time you have seen the recipient of a low ball offer to commit themselves to recommend the offer to their shareholders (subject to penalties)?

Interesting to note that the reverse break fee is smaller than the break fee ...

Exclusivity clause: I'd call it a legal straightjacket for the board ... with loopholes limited to what the directors are legally obliged to do anyway ...

Just wondering what really enticed the board to sign this agreement ... how can they still claim to work in the best interest of the shareholders? Unless they know that the company is that run down that $2.90 is a good offer - do they?

Maybe not run down ....but maybe the realisation that where they (and super optimistic shareholders) want to get to is going to be long hard struggle with no guarantee of success

Been touting the business around for a while without success until CITIC came along so maybe the directors (and major shareholders) have in the best interests of shareholders recommended to accept this offer.

I doubt the share price would have got to $3 for a while on its own ....and if all this turns to custard and no deal found then $2 is likely

[BlackPeter]

Mmh - lets assume you are right and $2.90 is a really good offer for the company in its current shape and form.

Just wondering - if this would be the case, than why would any bidder put the board into a legal straightjacket and require exclusivity and a guarantee for a positive board recommendation? They would have nothing to fear, given that nobody else would offer more and the directors could make an unbiased and credible recommendation on behalf of the shareholders instead of being ganged into recommending something with no credibility (given that they are now contractually committed to recommend the takeover, no matter what)?

This agreement only makes sense if the bidder knows that the bid is too low and they want to avoid a competing bid at a better price. Sure - I can understand the bidder - always nice to get something on the cheap, but I don't understand the board accepting this.

[Twinklefingers]

I'm a bit disappointed this has happened as I had sold down between $3 and $4.50 on the way up and wanted to just let the remainder ride but I'm not going to vote against it.

This is the first company I own shares in that is being taken over, can anyone recommend a thread I can look through where a company has had a takeover like this? I was thinking of just dumping my shares now and not waiting the extra however many months it takes for everything to go through but the comments from Balance etc regarding higher bids mean I might be making a mistake. If they've already completed due diligence I would've thought things were pretty well along.

[BlackPeter]

I'm a bit disappointed this has happened as I had sold down between $3 and $4.50 on the way up and wanted to just let the remainder ride but I'm not going to vote against it.

This is the first company I own shares in that is being taken over, can anyone recommend a thread I can look through where a company has had a takeover like this? I was thinking of just dumping my shares now and not waiting the extra however many months it takes for everything to go through but the comments from Balance etc regarding higher bids mean I might be making a mistake. If they've already completed due diligence I would've thought things were pretty well along.

Sure - have a look through the TTK thread for takeover which fell through, OIC would be an example for a takeover with a nice and fair offer - and AWK might be worth a look as well (first partial, than complete take over at a fair price). FPA was a charm, but this is now some years ago ... and somewhat different would be ABA (several hostile takeover attempts which fell through).

Not sure I remember another takeover offer which started with such a lowball offer combined with the board voluntarily signing a gagging order, but maybe somebody else has a recommendation?

[kiora]

http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=10411042

[Yoda]

Im inclined to think a bird in the hand is worth 2 in the bush, and if it all falls over and the price dumps, then buy back on the crash . See if it goes up a bit more this week. Theoretically it should get to 2.90 ?
Was KMD also a takeover fail?

[BlackPeter]

Im inclined to think a bird in the hand is worth 2 in the bush, and if it all falls over and the price dumps, then buy back on the crash . See if it goes up a bit more this week. Theoretically it should get to 2.90 ?
Was KMD also a takeover fail?

Depends on what the markets think ... if they feel there might be a better offer in the bushes, it might go above. If they think the 2.90 is best and final offer, the price will stay below $2.90 - given that there is always a remaining risk and given that there must be a discount for tying up the money for some months (or how long it takes to complete the takeover).

And obviously - markets are not always right - their crystal balls are as cloudy as ours ;)

KMD - correct - this takeover didn't went through either ... however not quite comparable, I think they mainly offered shares instead of cash (but didn't really follow at that stage).

[Balance]

https://www.cosmeticsdesign-asia.com/Article/2017/12/05/CITIC-Capital-in-talks-to-acquire-Axilone

CITIC is building up its presence in this market.

Inclined to believe that they are not only serious but also, will compete aggressively if another offer (say from BWX) is made.

Just have to look at what happened with Tower - first offer flushed out second much higher offer.

[winner69]

https://www.cosmeticsdesign-asia.com/Article/2017/12/05/CITIC-Capital-in-talks-to-acquire-Axilone

CITIC is building up its presence in this market.

Inclined to believe that they are not only serious but also, will compete aggressively if another offer (say from BWX) is made.

Just have to look at what happened with Tower - first offer flushed out second much higher offer.

And those evil Directors who apparently no longer work for shareholders will rejoice with higher offers being made and to their best to screw whoever comes along

After all don’t one or two of those Directors have much more skin in the game and will want every extra buck they can get

[BlackPeter]

And those evil Directors who apparently no longer work for shareholders will rejoice with higher offers being made and to their best to screw whoever comes along

After all don’t one or two of those Directors have much more skin in the game and will want every extra buck they can get

Well, let's hope so (that better offers will come). Sort of feels though, I touched with you a nerve with my criticism of the directors actions. How come?

I guess - seriously - can't you imagine a better way for a director to deal with a takeover than to basically sign your soul away for the first offer?

Why do you defend them that vehemently?

I guess I still hope things will go ok-ish for shareholders (though many would lose money at $2.90), but the TIL board lost in my view all credibility with signing this gagging order.

[Balance]

And those evil Directors who apparently no longer work for shareholders will rejoice with higher offers being made and to their best to screw whoever comes along

After all don’t one or two of those Directors have much more skin in the game and will want every extra buck they can get

Best way to play the game - follow the smart money.

The boys sold $30m of shares in June 2016 at $3.70 - hindsight (and foresight too for those who are really clued up) tells us that was the signal to sell out or lighten up as the boys did.

[boysy]

BWX seems fairly tapped out re debt levels wonder if a script offer would do the trick with a PE of >40x it would be seriously earnings accredative.

$2.90 does seem a fairly lowball offer if China does take off as they have insinuated the 2H could bring.

[winner69]

BWX seems fairly tapped out re debt levels wonder if a script offer would do the trick with a PE of >40x it would be seriously earnings accredative.

$2.90 does seem a fairly lowball offer if China does take off as they have insinuated the 2H could bring.

That’s the big IF eh boysy.

Seems the confidence in delivering what has been ‘insinuated’ is waning from current developments and the comments they are making.

Hoping for a positive Grant samuel report and a better offer


’low ball’ seems a popular phrase on this thread....pretty good in my view as starters but ok even if that is the end result

[Twinklefingers]

Sure - have a look through the TTK thread for takeover which fell through, OIC would be an example for a takeover with a nice and fair offer - and AWK might be worth a look as well (first partial, than complete take over at a fair price). FPA was a charm, but this is now some years ago ... and somewhat different would be ABA (several hostile takeover attempts which fell through).


Thanks a lot BlackPeter, interesting reading. I'd be surprised to see a higher offer suddenly popup but it looks like things will happen pretty quickly so I think it's worth waiting things out instead of dumping and moving on like I'd originally thought.

[BlackPeter]

Thanks a lot BlackPeter, interesting reading. I'd be surprised to see a higher offer suddenly popup but it looks like things will happen pretty quickly so I think it's worth waiting things out instead of dumping and moving on like I'd originally thought.

You are welcome ...

Interesting to see in the papers the comment "offer they can't refuse":

https://stockhead.com.au/health/rosehip-oil-maker-celebrates-takeover-bid-16pc-jump/

I am really struggling to understand why the board would voluntarily give up their credibility with signing this gagging and recommendation order for directors ... If the offer is really that good, than any prudent director would recommend it anyway without being forced to do so - and keep their credibility. Wouldn't they?

Only reason I can see for CITIC asking for this arrangement is that TIL is more worth to them than they offer - but would prefer not to pay ;);

I wouldn't be surprised about a better offer but I guess we will see whether CITIC did enough to discourage any other suitors ... fair play?

[Balance]

You are welcome ...

Interesting to see in the papers the comment "offer they can't refuse":

https://stockhead.com.au/health/rosehip-oil-maker-celebrates-takeover-bid-16pc-jump/

I am really struggling to understand why the board would voluntarily give up their credibility with signing this gagging and recommendation order for directors ... If the offer is really that good, than any prudent director would recommend it anyway without being forced to do so - and keep their credibility. Wouldn't they?

Only reason I can see for CITIC asking for this arrangement is that TIL is more worth to them than they offer - but would prefer not to pay ;);

I wouldn't be surprised about a better offer but I guess we will see whether CITIC did enough to discourage any other suitors ... fair play?

This is the real world where real deals get done.

Says to me that TIL needs CITIC at this stage of the game more than CITIC needs TIL - so take care, everyone!

[trader_jackson]

https://www.cosmeticsdesign-asia.com/Article/2017/12/05/CITIC-Capital-in-talks-to-acquire-Axilone

CITIC is building up its presence in this market.

Inclined to believe that they are not only serious but also, will compete aggressively if another offer (say from BWX) is made.

Just have to look at what happened with Tower - first offer flushed out second much higher offer.

Wait, what happend with tower 'in the end'? hmm...

With a questionable outlook and consistent "growth is just around the corner" mantra, shareholders have been handed a get out of jail free card, with an offer price much higher than where TIL has been in many of the past 12 months... up to them if they accept it or not

[winner69]

Well, let's hope so (that better offers will come). Sort of feels though, I touched with you a nerve with my criticism of the directors actions. How come?

I guess - seriously - can't you imagine a better way for a director to deal with a takeover than to basically sign your soul away for the first offer?

Why do you defend them that vehemently?

I guess I still hope things will go ok-ish for shareholders (though many would lose money at $2.90), but the TIL board lost in my view all credibility with signing this gagging order.

Wouldn’t say defending them ‘vehemently’ but we need to accept that Schemes of Arrangement by their very nature are reasonably ‘friendly’ (for want of a better word) as opposed to say a hostile takeover.

That’s how real deals are done - I don’t see this deal see as that unusual in the way it’s being handled.

You obviously view it differently and that’s your perogative.

Will be interesting to see how it turns out

[Balance]

Wait, what happend with tower 'in the end'? hmm...

With a questionable outlook and consistent "growth is just around the corner" mantra, shareholders have been handed a get out of jail free card, with an offer price much higher than where TIL has been in many of the past 12 months... up to them if they accept it or not

Nothing wrong with Tower. Wish takeover happens more often like that!

Not often one gets two bites of the cherry.

[Balance]

With a questionable outlook and consistent "growth is just around the corner" mantra, shareholders have been handed a get out of jail free card, with an offer price much higher than where TIL has been in many of the past 12 months... up to them if they accept it or not

Funny but I thought you were writing about PEB!

'Profit' and 'growth' and 'tens of thousands' around the corner - been 4 years of that same story repeated over and over and over, plus numerous capital raisings!

What is sauce for the goose is not sauce for the gander? :D

[trader_jackson]

Funny but I thought you were writing about PEB!

'Profit' and 'growth' and 'tens of thousands' around the corner - been 4 years of that same story repeated over and over and over, plus numerous capital raisings!

What is sauce for the goose is not sauce for the gander? :D

PEB is another, very different, story! ;)
for another thread

[Balance]

PEB is another, very different, story! ;)
for another thread

Haha. Of course it is.

Most of know which one we prefer to be in!

One has directors with real skin in the game and the other has directors with plenty of options - and who flee everytime there is a capital raising!

[boysy]

Australian ethical investments could be the stumbling block to any takeover will work out what their average buy in price is tonight.

[boysy]

interesting off market trading largest volume day in 3 months who is hovering up the shares and who is selling

[winner69]

Australian ethical investments could be the stumbling block to any takeover will work out what their average buy in price is tonight.

Worked it out yet?

Last few were about $2.20 odd

Reckon they happy getting $2.90 plus and moving on to something else.

[winner69]

Grandeur Peak couldn’t resist taking profit ......wonder if they still selling

But then we want to know whose buying ....trying to block the sale .....hope not

[Balance]

Grandeur Peak couldn’t resist taking profit ......wonder if they still selling

But then we want to know whose buying ....trying to block the sale .....hope not

PIE funds have done well, selling all the way from $4.00 plus to $2.10.

Guess they should have kept the last 3m shares which they sold down to $2.10?

[winner69]

PIE funds have done well, selling all the way from $4.00 plus to $2.10.

Guess they should have kept the last 3m shares which they sold down to $2.10?

That $2.10 was good buying eh Balance

[Balance]

That $2.10 was good buying eh Balance

Haha - always right to buy at $2.10 indeed!

[BlackPeter]

HY report is out: http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/312272/272201.pdf

No mention of the proposed takeover offer the directors have to support, however - sounds like we are still "valued share holders" (or have been at the time of them signing their report - December 6th) - I feel already much better!


On behalf of the Board and the management team, we
wish to thank you, our valued shareholders, for your
continued support as we execute on our commitment to
creating a high value business of real scale

Ah yes - and Ecoya seems to do quite nicely after their relaunch in October:


ECOYA.com was relaunched in October 2017 and delivered
a much improved digital customer experience. To date, sales
have reached record amounts for the channel, adding to the
Group’s overall success.

Good idea to create with candles and fragrances a "digital customer experience" Much safer in case the candle containers crack again ...

Not quite sure, though, why the report is tagged as "price sensitive". Not much new stuff in it - but the great Ecoya success. Well, maybe that's it ...

[winner69]

The way the OIC seems to be thinking these days maybe no takeover anyway

HNA blamed the changed ‘political environment’ in NZ as one reason why their UDC application was rejected.

We might be left with this pup yet

[sb9]

The way the OIC seems to be thinking these days maybe no takeover anyway

HNA blamed the changed ‘political environment’ in NZ as one reason why their UDC application was rejected.

We might be left with this pup yet

That's what I tht too, looks that might be theme under Labour Govt.

[LAC]

How would CITIC sell these products in China if they keep to not doing animal testing? Isnt that the current problem for TIL selling in the chain stores in China?

[Balance]

The way the OIC seems to be thinking these days maybe no takeover anyway

HNA blamed the changed ‘political environment’ in NZ as one reason why their UDC application was rejected.

We might be left with this pup yet

Finance sector requires RBNZ clearance?

There was no way RBNZ would clear debt-leaden HNA to buy UDC. No show in hell!

[co0p]

Price sensitive bits:

China CBEC has been a key market strategy for Trilogy this year and in market activity has reaped rewards for TIL, with the renowned “Singles’ Day” (November 11) delivering 175 percent of expected retail sales.

Ecoya:

The coveted Christmas collection - The Christmas collection sell-in period indicates a strong festive period, with sell-through in store very positive at time of print.

ECOYA.com was relaunched in October 2017 and delivered a much improved digital customer experience. To date, sales have reached record amounts for the channel, adding to the Group’s overall success.

Lanocorp:

Key domestic markets of NZ and AU delivered good growth and further channel opportunities are being investigated for further growth in the 2018 calendar year (possibly price sensitive)

[boysy]

thought this bit might prompt a bit of excitement

Furthermore, two new international markets were opened,
Turkey and Indonesia, while USA beauty giant Ulta Beauty was
signed to secure more than 1000 additional doors in the USA for
the latter part of FY18.

[co0p]

According to Stuff, they've also signed Marks and Spencer in the UK

[BlackPeter]

Price sensitive bits:

China CBEC has been a key market strategy for Trilogy this year and in market activity has reaped rewards for TIL, with the renowned “Singles’ Day” (November 11) delivering 175 percent of expected retail sales.

Ecoya:

The coveted Christmas collection - The Christmas collection sell-in period indicates a strong festive period, with sell-through in store very positive at time of print.

ECOYA.com was relaunched in October 2017 and delivered a much improved digital customer experience. To date, sales have reached record amounts for the channel, adding to the Group’s overall success.

Lanocorp:

Key domestic markets of NZ and AU delivered good growth and further channel opportunities are being investigated for further growth in the 2018 calendar year (possibly price sensitive)


thought this bit might prompt a bit of excitement

Furthermore, two new international markets were opened,
Turkey and Indonesia, while USA beauty giant Ulta Beauty was
signed to secure more than 1000 additional doors in the USA for
the latter part of FY18.

good points - and yes you both are right - there is more positive stuff in the text than I first discovered. Another reason not to let CITIC get away with $2.90?

[boysy]

Yes a more upbeat report than expected particularly the overseas trading component which is where the majority of growth can only come from with relatively saturated domestic market share (NZ and Aus market)

[BlackPeter]

FWIW - 4 traders upgraded the (3-analyst) consensus from $3.13 to $3.30 (in a range from $2.90 to $3.70) - admittedly due to shifting the lowest estimate up to $2.90 (the current takeover offer price); Recommendation (unchanged): outperform;

http://www.4-traders.com/TRILOGY-INTERNATIONAL-LTD-20705933/consensus/

Not sure whether an offer sitting at the absolute low point of the estimated range will do it.

Maybe TIL holders have in February another helping of Christmas?

[boysy]

Think they are dreaming if they think 2.90 will do the job particularly if christmas trading is good (emphasis on trading via china) should have a good idea before the meeting to be called in march 2018.

[winner69]

Think they are dreaming if they think 2.90 will do the job particularly if christmas trading is good (emphasis on trading via china) should have a good idea before the meeting to be called in march 2018.

I admire your ongoing bullishness and belief when it comes to Trilogy

But isn’t it Trilogy’s inability to consistently to meet a lot of punters expectations the reason why $2.90 seems to be a bloody good offer.

I hope it gets bid up and that the takeover succeeds ...other wise back to $2.10 she goes.

[steveb]

That $2.10 was good buying eh Balance

probably not $2.10 eh winner! would be to good a buy

[horus1]

it will be bought at 2.90. The majority shareholder has accepted. I will vote for the scheme of arrangement.

[BlackPeter]

it will be bought at 2.90. The majority shareholder has accepted. I will vote for the scheme of arrangement.

Majority shareholder? Business Bakery owns 31.2% and they will need 75% of all casted votes. In my view not a done deal yet, but we shall see ...

[percy]

TIL was a fantastic share for me.Brought in at $1.05,received dividends,and sold half on the way up and finally sold out ,doing very nicely.
I retained them on my watch list, and wanted to buy back in on the Lanocare acquisition,but was too slow.Ended up chasing them up and paying $2.49 0n the 21st July.Then realised on their agm presentation I had "got them wrong".
I have since been lucky to receive a "get out of jail" takeover offer.Rather than hang around for months I decided to sell out at $2.80,on Friday 22nd December.
I have recycled to funds into more MEL at $2.935, and brought a small parcel of ERD at $3.4367.

[winner69]

TIL was a fantastic share for me.Brought in at $1.05,received dividends,and sold half on the way up and finally sold out ,doing very nicely.
I retained them on my watch list, and wanted to buy back in on the Lanocare acquisition,but was too slow.Ended up chasing them up and paying $2.49 0n the 21st July.Then realised on their agm presentation I had "got them wrong".
I have since been lucky to receive a "get out of jail" takeover offer.Rather than hang around for months I decided to sell out at $2.80,on Friday 22nd December.
I have recycled to funds into more MEL at $2.935, and brought a small parcel of ERD at $3.4367.

You done ok there Percy ....actually more than ok I reckon

Unusual for you to have ‘got them wrong’ though

I have the feeling that many have ‘got them wrong’ and hoping the sale don’t go through as the company is being stolen from them

[waikare]

You done ok there Percy ....actually more than ok I reckon

Unusual for you to have ‘got them wrong’ though

I have the feeling that many have ‘got them wrong’ and hoping the sale don’t go through as the company is being stolen from them

I also am hoping the sale will not take place, brought in at IPO April 2010, for what its worth I'll tray and hang on to my small number of shares (8535).

[winner69]

Ethical hoping for a higher offer ......or going to try and stop the deal.

Now over 10%

[BlackPeter]

Ethical hoping for a higher offer ......or going to try and stop the deal.

Now over 10%

good on them - looks like they can see a bargain ...

[boysy]

Not sure a 30% gain on PP is sufficient for them when you look at the PE that TILs peers are trading on

[mondograss]

They may have been busy lining up their own buyer of course.

[winner69]

Not sure a 30% gain on PP is sufficient for them when you look at the PE that TILs peers are trading on


But you know the PE relevance to peers is meaningless (assuming BMX is ‘benchmark’)

Ones a star that promises growth and achieves it while TRilogy is a bit of a dog in comparison.

[boysy]

Not sure about that comment winner let’s see who meets forecast going forward. Either way let’s see independent valises report in due course ..

[winner69]

Not sure about that comment winner let’s see who meets forecast going forward. Either way let’s see independent valises report in due course ..

Fair enough ...but let’s also hope that we get $3.20 plus in due course

[Balance]

Probably simple arbitrage play - nice 3% to 4% on offer. Annualised, more like 9% to 12% in low interest rate environment.

[steveb]

Probably simple arbitrage play - nice 3% to 4% on offer. Annualised, more like 9% to 12% in low interest rate environment.
yes agree there is also the possibility of a higher offer in the mix,with no real downside.Not a bad investment really.

Disc holding but only a small holding now

[winner69]

Credit Suisse taking a punt .....on something

[BlackPeter]

Credit Suisse taking a punt .....on something

So - what do you recon? Do they only speculate on getting the 9 cents "arbitrage" of Citic after waiting 4 months or so, or could we imagine they would see more value than the offered $2.90 in this company? Of course - they could as well buy as straw man for Citic, but not even sure this would be legal - i.e. lets rule this option out.

Anyway - somebody said that there are worse places to park ones money than in the shares of a company with a pending takeover offer ... maybe that's what Credit Suisse thinks as well ;);

Interesting times - and quite happy (as holder) to sit the takeover out ...

[LAC]

So - what do you recon? Do they only speculate on getting the 9 cents "arbitrage" of Citic after waiting 4 months or so, or could we imagine they would see more value than the offered $2.90 in this company? Of course - they could as well buy as straw man for Citic, but not even sure this would be legal - i.e. lets rule this option out.

Anyway - somebody said that there are worse places to park ones money than in the shares of a company with a pending takeover offer ... maybe that's what Credit Suisse thinks as well ;);

Interesting times - and quite happy (as holder) to sit the takeover out ...

Maybe they know something we dont.....

[Balance]

Remember that first offer is usually never the highest or last offer.

[BlackPeter]

Hmm - director selling - not sure what signals he wants to send us with that action given that there is a pending takeover offer he signed his life away to support:

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/313055/273070.pdf

I guess I can see all the winks and nudges - just not sure how to interpret them? Maybe this is the best he can do to support the takeover - signal other investors they better take the offer?

But then, maybe he just needed a new boat or deck and couldn't wait ...

[percy]

Hmm - director selling - not sure what signals he wants to send us with that action given that there is a pending takeover offer he signed his life away to support:

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/313055/273070.pdf

I guess I can see all the winks and nudges - just not sure how to interpret them? Maybe this is the best he can do to support the takeover - signal other investors they better take the offer?

But then, maybe he just needed a new boat or deck and couldn't wait ...

Maybe Mandy Sigaloff is not a him.?

[BlackPeter]

Maybe Mandy Sigaloff is not a him.?

Who could say these days :p? However - why do you think this would explain the selloff?

PS: Obviously ... my deepest apologies to Mandy ... I am sorry for missing the s before the he.

And so far I thought that only male directors can make funny & inexplicable things - must have been a Freudian slip ...

[winner69]

Some of Mandy’s recent ‘purchases’ appear to have been shares in payment of Director fees

Just collecting her pay maybe.

BP - down any more study on how Scheme of Arrangements work ....esp relative to the other option of a ‘hostile’ takeover

[BlackPeter]

...

BP - down any more study on how Scheme of Arrangements work ....esp relative to the other option of a ‘hostile’ takeover

Nope - I didn't down any study .... :p

[IAK]

http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=11975852

Interview with CEO of Trilogy. Sounds like the takeover is a done deal, just waiting OIA approval.

Disc. not holding anymore.

[BlackPeter]

http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=11975852

Interview with CEO of Trilogy. Sounds like the takeover is a done deal, just waiting OIA approval.

Disc. not holding anymore.

You mean the shareholders do not matter in this context? Is it only her and CITIC? Otherwise - how can it be a done deal when nobody asked so far the shareholders?

Frightening as well to learn that she spent the better part of a year to prepare a deal which costs every contributor to the latest capital rise 80 cents per share. From memory - they paid 18 months ago $3.70 and CITIC offers 18 months later $2.90. Did she know already at the CR that the shares are not worth what she asked for? Or is she now promoting a deal which sells the company too cheap? Are we missing something?

[dodgy]

You mean the shareholders do not matter in this context? Is it only her and CITIC? Otherwise - how can it be a done deal when nobody asked so far the shareholders?

Frightening as well to learn that she spent the better part of a year to prepare a deal which costs every contributor to the latest capital rise 80 cents per share. From memory - they paid 18 months ago $3.70 and CITIC offers 18 months later $2.90. Did she know already at the CR that the shares are not worth what she asked for? Or is she now promoting a deal which sells the company too cheap? Are we missing something?

BP
Sounds to me as if (with her being involved in 3+ buyouts) she was bought to Til with a sale in mind. My question is with such a great future (her words) why is this being sold seemingly cheaply or is it a directive from the bakery boys to free up their cash or force a higher offer? Would you sell such great prospects for a theoretical loss after putting in more expensive capital?
Regards
-dodgy

[winner69]

Majority shareholder has been a keen seller for a while ...Angela only doing her job.....and doing it well might I say

Minorities never have much of a say (in any company) ......except at the last stage when they get to say yes or express their disgust.

Divestment and finding a buyer has been on the ‘agenda’ for a while. No doubt it was realised that achieving the ‘huge potential’ expected of them was going to be very difficult.

That $2.10 was good buying

[dodgy]

Hi W69
Not saying she is not doing a great job doing what she was employed for, only surprised that so much time has been spent to effect a sale when it appeared from the press that a well thought out expansion with alliances and aquisitions was being progressed and if not why was the capital raising done? W69 - answers?
Regards
-dodgy

[winner69]

Hi W69
Not saying she is not doing a great job doing what she was employed for, only surprised that so much time has been spent to effect a sale when it appeared from the press that a well thought out expansion with alliances and aquisitions was being progressed and if not why was the capital raising done? W69 - answers?
Regards
-dodgy

Jeez that cap raise was more than 18 months ago and a lot of water has gone under the bridge since

Don’t forget that $30m of that cap raise went to the Business Bakery and only $20m went to Trilogy. That was used to pay down debt of which a lot was due to the recent acquisitions / alliances. Business Bakery selling down not send a message in spite of the rhetoric?

Since then there has been that infamous downgrade at the 2016 AGM and a few washy washy forecasts. Even you would have to agree that performance over the last year or so has been disappointing and failed to live up to the expectations of early 2016. Doesn’t that tell you they are struggling to grow to plan (they even said the other day it will be a long hard road or something like that)

Of course the rhetoric is always going to be good ...punters love phrases like ‘China expansion’ and ‘1,000 new doors’ eh. Adds to the hype. But delivering the goods hasn’t been achieved has it .....and unlikely to happen soon.

I hope the $2.90 will end up being $3 something. (If it doesn’t go through share price down to $2 again to reflect reality)

That $2.10 was good buying

[winner69]

Best part of that Herald story is ‘Next week CITIC Capital will be in Auckland to discuss the next steps, be introduced to the team and issue a trading update’

A trading update eh

The likes of BP will probably say the update might be framed such to make the deal look attractive

Then again they (Trilogy) could come out really bullish to get the offer up a bit

Wonder what they have hinted to Grant Samuel to come up with ....jeez aren’t I cynical but then I could be a realist.

[Blendy]

Best part of that Herald story is ‘Next week CITIC Capital will be in Auckland to discuss the next steps, be introduced to the team and issue a trading update’

A trading update eh


i wonder when we are due the trading update...

[winner69]

i wonder when we are due the trading update...

If there is actually an update coming you’d hope it’s any day now

Might have been just loose reporting the Herald.

[winner69]

Lot of work in the background eh BP

Slowly making sure they have ‘control’ over more and more shares to make this happen

Wonder if anybody else has given them a lookover — probably came to the conclusion that quarter of a billion was far too much to pay.

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/313597/273705.pdf

[BlackPeter]

Lot of work in the background eh BP

Slowly making sure they have ‘control’ over more and more shares to make this happen

Wonder if anybody else has given them a lookover — probably came to the conclusion that quarter of a billion was far too much to pay.

https://quoteapi.com/resources/da9866271f9d0071/announcements/til.nzx/313597/TIL_TIL_Updates_on_SoA_and_Forestal_Casino_investm ent.pdf?bearer=eyJhbGciOiJIUzI1NiIsInR5cCI6IkpXVCJ 9.eyJzY29wZSI6WyJndWVzdHMiLCJ1c2VycyJdLCJuYmYiOjE1 MTczNTU1MDMsInN1YiI6Nzg5Njk1LCJpc3MiOiJzdG9ja25lc3 MiLCJub25jZSI6IjU3MzU1NzNjYmU4ODZhMDYiLCJpYXQiOjE1 MTczNTU1MDMsImV4cCI6MTUxNzM1NjQwM30.lTFfutQv1oQ1mk GLQgvlkicgbHndoaD8muFrjPmhEL0

You might check your link ... comes back with ugly attributes like "forbidden".

But yes, would be interesting to know what they tell the new wannabe suitor. Somehow it feels that they leave the old owners out of the equation - nothing new here.

[winner69]

You might check your link ... comes back with ugly attributes like "forbidden".

But yes, would be interesting to know what they tell the new wannabe suitor. Somehow it feels that they leave the old owners out of the equation - nothing new here.

You still not happy are you

Be grateful you’ll be getting at least $2.90 unless you already sold out.

May never have got that much without this deal

[steveb]

Hey guys if the sale goes through in the march shareholders meeting what are the chances of a dividend,they usually announce in May.Or are they trying to push this through early,so as not to pay anything.
Fully imputed at 4.5cents last year?

[RupertBear]

Hey guys if the sale goes through in the march shareholders meeting what are the chances of a dividend,they usually announce in May.Or are they trying to push this through early,so as not to pay anything.
Fully imputed at 4.5cents last year?

I was wondering the same. Also thinking it might be worth selling now, (at a loss) :( as its sounding like a done deal and may as well have the money somewhere else :confused:

[Blendy]

Yes is is sounding like a done deal, and maybe it is a better idea to sell out now and reinvest. Hopefully make some of the shortfall back in other places.

[BlackPeter]

You still not happy are you

Be grateful you’ll be getting at least $2.90 unless you already sold out.

May never have got that much without this deal

Lets put it that way:

Either the CITIC offer is fair and the company is really not worth more than they offer. In this case I am wondering, how to assess the performance of a board and management in a positive way while they significantly reduced shareholder value since the latest CR. Share indices went up significantly during this time ...

Or - the company is worth more than CITIC offers ... and in this case I am wondering why board and management are working much closer with the suitor than with the existing shareholders (who pay them). They even committed themselves to support the suitor no matter what. Wouldn't this be a violation of their obligations towards the shareholders?

Obviously - in theory the company could be as well worth less than the CITIC offer (this seems to be what you think). However - this would aggravate the questions around management and board performance and make you wonder as well why the contender with the better information (the suitor) would not notice that ...

No matter which one it is, I fail to see how any of these scenarios reflect in a positive way on the existing leadership team.

And sure - depending on which of the above scenarios you choose $2.90 might be the best deal shareholders can get, but I am still wondering why this would be a fair deal?

So - yes, maybe the coming reports provide some better information, but you are right - at the moment I don't like it. And just to clarify - this has nothing to do with my investment position. I bought in significantly below the current offer (though not as low as balance ...););

[trader_jackson]

Holders have been given a huge get out of jail free card today that is for sure. Management clearly don't believe TIL is worth more than $2.90... ironically, a year or so ago, I said TIL was worth around $3... That was when the share price was well into the 4's and my $3 statement was meet with vicious attacks by many other posters... looks like "in the end" I wasn't too far off the mark... still not a done deal yet I suppose.

A month and a half on from this post (and when the get out of jail free card was lavishly handed to holders) and the share price, accordingly, spiked and basically hasn't moved more than a cent or two (less than 1%) since then.
Management, who have yet to deliver this report or something that was 'due' a week or two ago, probably thanking the gods they were able to get $2.90 out of them as it seems literally nobody else is interested (not even a small pep/whisper/rumor/wink).
Looks like it is moving closer and closer to a done deal - a congratulations of sorts is in order to the holders, who should have done well sort of, over the long run anyways

[winner69]

BP

Remember the capital raising at $3.70 in June 2016 was essentially the means for Business Bakery to get $30m out. The other $20m plus the SPP went to Trilogy to repay debt they said — did they really need this extra capital anyway?

You would have to think that Business Bakery thought (deep down) that the share price was rather inflated and the opportunity to sell down just too hard to resist.

I gave Trilogy some of my cash in the SPP as share price was well over $4 at the time. Easy money at the time ....and it nearly hit $5 a month or so later. Middle to high $4.xx was a good time to sell.

Trilogy has been hyped up growth story for a while. Everybody believed it could no wrong and riches would be showered upon the believers ...until that infamous announcement just before the 2016 AGM and it seems to have been downhill since.

The hype in the commentaries and presentations have never been backed up by actual (financial) performance since then. Even the latest ‘guidance’ is rather wishy washy but many still believe the hype and doesn’t a 1,000 doors opening sound fantastic.

My reading over the last couple of years has been that major shareholders have wanted out and move in mainly because they believe they have taken the company as far as they can and that meeting ‘market expectations’ would be a long hard haul and no guarantee of success. The signs have been there for a while

Trilogy was never worth $4, let alone close to $5, during that really hyped up growth period. And since they have acquired things and underlying growth slowed it probably isn’t worth $3

Trilogy been good to me over the years from following sentiment on the way up but trusting my interpretation of what is really being said in company announcements as a signal when to sell out ...backed up by solid fundamental analysis

Have to say $2.10 was great buying ....even my mate Balance agrees with me there





Still

[LAC]

I sold out once the business gave fluffy forecasts but I will be staying away from this management/board etc in future, the fact that they did a $3.70 SPP and now saying $2.90 is a good deal doesnt sit well with me.
They took Shareholders for a ride in my opinion. The business Bakery was no surprise to me as that is what they do....hope for a buyer of the companies that they invest in (good on them, at least they throw $ in the business when needed), I would be careful in future though with them being major holders as it gives others little options when selling out.

[winner69]

I sold out once the business gave fluffy forecasts but I will be staying away from this management/board etc in future, the fact that they did a $3.70 SPP and now saying $2.90 is a good deal doesnt sit well with me.
They took Shareholders for a ride in my opinion. The business Bakery was no surprise to me as that is what they do....hope for a buyer of the companies that they invest in (good on them, at least they throw $ in the business when needed), I would be careful in future though with them being major holders as it gives others little options when selling out.

So true LAC but Business Bakery boys been good to investors over the years ....but you need to read the signs eh

[winner69]

It is not really management that set the share price so you can't really blame them for this supposed wealth destruction can you

Punters bid the price up to $3.70 / nearly $5 knowing full well what the risks were and were unrealisticly over optmistic

In the meantime management ensured sales kept growing and conti ued to make decent profits ....but onviously didn't try hard enough

[trader_jackson]

Trilogy has been hyped up growth story for a while. Everybody believed it could no wrong and riches would be showered upon the believers ...until that infamous announcement just before the 2016 AGM and it seems to have been downhill since.


Not everyone winner69... just those who couldn't realize the products TIL were selling (what really makes or breaks any business long term) wern't actually unique what so ever and therefore eventually it was always going to stall
That $2.10 was good buying

[RupertBear]

Yes is is sounding like a done deal, and maybe it is a better idea to sell out now and reinvest. Hopefully make some of the shortfall back in other places.

Jeepers everytime I go to sell out that dam FOMO incase they get a better offer kicks in and I chicken out! ;) :rolleyes:

[percy]

Jeepers everytime I go to sell out that dam FOMO incase they get a better offer kicks in and I chicken out! ;) :rolleyes:

They will only go up if you sell.??!!..lol.

[Twinklefingers]

I wonder how guaranteed this deal is. If the markets crash could the buyers pull out? Beats me but for the sake of a couple of percent I don't reckon it's worth the risk holding anymore so I sold the last of my shares yesterday. Trilogy has been very good to me and I hope the rest of you holders are well rewarded.

[winner69]

I wonder how guaranteed this deal is. If the markets crash could the buyers pull out? Beats me but for the sake of a couple of percent I don't reckon it's worth the risk holding anymore so I sold the last of my shares yesterday. Trilogy has been very good to me and I hope the rest of you holders are well rewarded.

yes good point

mst read the SOA to see ....usually a clause to cover such events

[trader_jackson]

yes, pretty much always the case. this doesn't look good to me...

This Friday afternoon maybe they'll say something/anything?

[Blendy]

Morgan Stanley have been topping up well the last few days.... is that just a quick semi-guaranteed profit when the deal goes through? Or is there more value that they see?

[winner69]

Looks like we getting a pretty good deal at $2.90

The takeover bid fell within independent adviser Grant Samuel's valuation range of between $2.59 and $2.94

Still hoping for another bid from somebody but not holding my breath

[BlackPeter]

Looks like we getting a pretty good deal at $2.90

The takeover bid fell within independent adviser Grant Samuel's valuation range of between $2.59 and $2.94

Still hoping for another bid from somebody but not holding my breath

Yep, funny coincidence. Just remind me - who payed for the "independent" valuation?

[trader_jackson]

Looks like we getting a pretty good deal at $2.90

The takeover bid fell within independent adviser Grant Samuel's valuation range of between $2.59 and $2.94

Still hoping for another bid from somebody but not holding my breath

Seems when I posted a few minutes after the initial $2.90 take over bid "that the holders have been handed a get out of jail free card" was almost quite literally on the money - Grant Samuel believes, at best, it is worth just a few cents more.

I thought there was meant to be an announcement or some kind of update released weeks ago... so it is good we finally have something at least, but it looks like the prospect of holders getting a higher offer (which management were probably trying to get all these weeks?) is now next to zero.

Enjoy the get out of jail free card - they don't come along all that often.

[winner69]

Yep, funny coincidence. Just remind me - who payed for the "independent" valuation?

Obviously not you ...but if even you did pay for it I’m sure that it would have come out the same

[BlackPeter]

Obviously not you ...but if even you did pay for it I’m sure that it would have come out the same

Actually, given that it is likely the company paying for the report I am in as a shareholder.

What I should have asked ... who's interests is the report likely to represent? The interests of the major cornerstone shareholder (who already made lots of money by selling into an inflated CR which was supported by board and management), the interests of the board who already signed their right to independent judgement away (nota bene - prior to commissioning and reading the report) - or the interests of the retail shareholder?

Ah well, we probably should wait until we see it, but I don't hold my breath ...

[Balance]

Seems when I posted a few minutes after the initial $2.90 take over bid "that the holders have been handed a get out of jail free card" was almost quite literally on the money - Grant Samuel believes, at best, it is worth just a few cents more.

I thought there was meant to be an announcement or some kind of update released weeks ago... so it is good we finally have something at least, but it looks like the prospect of holders getting a higher offer (which management were probably trying to get all these weeks?) is now next to zero.

Enjoy the get out of jail free card - they don't come along all that often.

Nothing jail free about this card.

It was always on the cards that TIL would be taken over/sold - that was and is the Baker Boys strategy.

Question of when, not if.

Always right to buy at $2.10!

[winner69]

Actually, given that it is likely the company paying for the report I am in as a shareholder.

What I should have asked ... who's interests is the report likely to represent? The interests of the major cornerstone shareholder (who already made lots of money by selling into an inflated CR which was supported by board and management), the interests of the board who already signed their right to independent judgement away (nota bene - prior to commissioning and reading the report) - or the interests of the retail shareholder?
A
Ah well, we probably should wait until we see it, but I don't hold my breath ...

Independent view from Grant Samuel to be provided to shareholders ......don’t be so cynical

Selling the company still best outcome for shareholders I reckon. They have taken it as far as they could and in spite of the rhetoric it was struggling to grow ....and to meet lofty expectations would have taken many years

Without the takeover share price probably woul have languished in the low 200/230 range ....which would have not pleased many.

That $2.10 Mark was good buying.

[trader_jackson]

Interesting, BWX (the company some like to compare to TIL) down over 17% at open today... seems investors were a bit to hyped up for that one as well

[winner69]

Interesting, BWX (the company some like to compare to TIL) down over 17% at open today... seems investors were a bit to hyped up for that one as well

Now down 25%

Just shows lofty multiples aren’t the norm in this sector

Getting $2.90 for Trilogy a good deal ..more than fairly valued.

[JayRiggs]

If the Grant Samuel report valued TIL up to $2.94, I reckon the board might as well push for $2.94.
The 4c will go a long way, like an extra dividend.

[winner69]

BP - here’s all the reasons to accept the offer that really is too good to be true

But as you are no doubt still grumpy maybe better you didn’t

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/314652/275051.pdf

[BlackPeter]

BP - here’s all the reasons to accept the offer that really is too good to be true

But as you are no doubt still grumpy maybe better you didn’t

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/314652/275051.pdf

Hmm - funny that. Personally I don't like it when the other guy across the table who tries to bend my arm to make a deal has much better information than I have about the object he wants me to sell. How about you?

I guess the attached report contains at least some estimates about FY18 (ending in 5 weeks ...) which look funnily quite similar to the 4 traders numbers (however - for some reason the consensus figures of the other analysts comes up a higher value ...). Just wondering - how did the Christmas sale really go, and why does the buyer have these numbers and we don't (well, hopefully they are embedded in the Grant Samuel's estimates, but haven't seen them unfiltered ...).

Why do they try to push this through so short before the end of the FY? The way I see it - No matter what the real value of the company is, the process stinks.

winner - if I may ask one question: Somehow it feels you take my critique looking at the process personally. Could you just help us to understand your interest? Do you hold? Anybody from your friends or family involved in driving it?

[winner69]

winner - if I may ask one question: Somehow it feels you take my critique looking at the process personally. Could you just help us to understand your interest? Do you hold? Anybody from your friends or family involved in driving it?

Nothing personal intended Black Peter. I appreciate your view as to how you see it being playing out but you just seem to be a bit inflexible in your thinking and unwilling to understand that in most cases a Scheme of Arrangement is a lot more efficient and less messy process than a 'hostile' takeover. This is particularly so when the Directors think that finding a buyer is the best way forward to extract some real value for shareholders. There is greater certainty doing it this way.

This SOA (terms and conditions etc) is pretty much a standard agreement and not that different from others that have used. Even break fees are common.

If there is a 'hidden' agenda it is that the majority shareholder wants out.because they feel that they ahve taken the company as far as they can. That's been quite clear for some time

I hold Trilogy shares and will be voting YES if I haven't sold them before the meeting. I think the Directors have done a good job in extracting $2.90 out of CITIC. Wasn't $2.10 a good time to get back in. Trilogy been good to me over the years.

I know nobody who is involved in 'driving' this deal.

Having been involved in corporate demergers / mergers and takeovers both 'hostile' and 'friendly' by way of a SOA I probably take a bit more interest in how deals are done.

Again nothing personal and I'm sorry I might have offended you in this matter.

[BlackPeter]

Thanks for clarification and no offence taken.

Not sure how to vote yet, but I am sure that I will think in future twice before investing into any company run by the current board members / managers; Just don't like the bitter aftertaste ... ;)

[winner69]

Thanks for clarification and no offence taken.

Not sure how to vote yet, but I am sure that I will think in future twice before investing into any company run by the current board members / managers; Just don't like the bitter aftertaste ... ;)

Apparently Ross been touting the business for a few years ....and was a bit disappointed nobody was keen enough to pay elevated price of a few years ago. Had to come back to a more realistic value before finding a keen buyer.

I wouldn’t reject the likes of the Business Bakery because of a bad taste if they go public with their next venture. Been pretty successful in the past, get in early in thevfull knowledge that one day they will want to exit.

[winner69]

As I thought the 10% ebitda growth that has been touted all year had heaps of ‘hope’ written all over it. Was wishy washy wasn’t it

Profit downgrade (or hinting at one)

Just as well those holding will still get the $2.90 ...else on this news the share price probably sub $2

Trading update
TIL's guidance for FY18 remains unchanged as per Grant Samuel's independent adviser's report, which was released to the market with the Scheme Booklet on 23 February 2018. TIL notes that trading in the last three months has been relatively volatile with Ecoya brand sales lower than expected. In addition there are orders for both Trilogy and Lanocorp that may or may not close around balance date. These factors could negatively impact FY18 earnings by up to 10%.

https://www.nzx.com/announcements/315354

[BlackPeter]

As I thought the 10% ebitda growth that has been touted all year had heaps of ‘hope’ written all over it. Was wishy washy wasn’t it

Profit downgrade (or hinting at one)

Just as well those holding will still get the $2.90 ...else on this news the share price probably sub $2

Trading update
TIL's guidance for FY18 remains unchanged as per Grant Samuel's independent adviser's report, which was released to the market with the Scheme Booklet on 23 February 2018. TIL notes that trading in the last three months has been relatively volatile with Ecoya brand sales lower than expected. In addition there are orders for both Trilogy and Lanocorp that may or may not close around balance date. These factors could negatively impact FY18 earnings by up to 10%.

https://www.nzx.com/announcements/315354

Don't forget that TIL management (particularly their CEO Angela Buglass) put in a lot of hard work to make the CITIC deal happen.


Trilogy International's planned takeover by Chinese conglomerate CITIC Capital was months in the making, says Angela Buglass, chief executive of the Auckland-based company.

For eight months, Buglass facilitated the deal, assisting directors and advisers with the finer details and steering commercial negotiations.


from: http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=11975852

She wouldn't risk all this hard work now with providing an overly optimistic trading update - would she?

Just wondering where the company would be now if Angela would have used all this bandwidth she put into the CITIC deal instead into growing the company?

But yes, I agree - no point in fighting a board and management team who clearly have their own agenda. I guess if shareholders decline their request - it would't be that hard for them to demonstrate how little the company is really worth - would it?

Memo: time to update my "never again" list ...

[winner69]

Don't forget that TIL management (particularly their CEO Angela Buglass) put in a lot of hard work to make the CITIC deal happen.



from: http://www.nzherald.co.nz/business/news/article.cfm?c_id=3&objectid=11975852

She wouldn't risk all this hard work now with providing an overly optimistic trading update - would she?

Just wondering where the company would be now if Angela would have used all this bandwidth she put into the CITIC deal instead into growing the company?

But yes, I agree - no point in fighting a board and management team who clearly have their own agenda. I guess if shareholders decline their request - it would't be that hard for them to demonstrate how little the company is really worth - would it?

Memo: time to update my "never again" list ...

Only doing what the shareholders (at least the big ones) told her to do

Wouldn’t have helped ‘negotiations’ if they had said last September that F18 earnings were likely to be flat ......so a wishy washy statement like ‘expected’ F18 ebitda growth to be ‘greater than 10% subject to .....’ gives a lot more hope eh .....and probably a few more cents on the takeover offer.

It’s been apparent for a while (from the numbers) that the business had reached the stage where growth was hard to come by and selling the business is the best outcome for ALL shareholders.

Hope you don’t put Baker/Ross and Buglass on your blacklist

[trader_jackson]

Boy oh boy, wouldn't' surprise me if those guys that have proposed to pay near the top of the range of an 'independent valuation' are now trying to use the small print to get out of it...
no wonder things have gone pretty quiet lately.

Lets hope this get out of jail free card holders have been handed does go through because if it doesn't, $2.10 will not be an "always right to buy" level

[winner69]

Boy oh boy, wouldn't' surprise me if those guys that have proposed to pay near the top of the range of an 'independent valuation' are now trying to use the small print to get out of it...
no wonder things have gone pretty quiet lately.

Lets hope this get out of jail free card holders have been handed does go through because if it doesn't, $2.10 will not be an "always right to buy" level

No deal ...sub $2 i would say

[silu]

Wouldn't anyone want to sell at the current price in case the deal doesn't go through? If not why not?

[BlackPeter]

Boy oh boy, wouldn't' surprise me if those guys that have proposed to pay near the top of the range of an 'independent valuation' are now trying to use the small print to get out of it...
no wonder things have gone pretty quiet lately.

Lets hope this get out of jail free card holders have been handed does go through because if it doesn't, $2.10 will not be an "always right to buy" level

Pretty sure these boys (and girls) are sleeping well. They clearly have (after recent due diligence) a premium seat on the companies performance data. Would it be permitted for them getting a special update from the CEO - or do they need to be satisfied with a wink and a nudge?

Seriously - after many months of working together am I sure they will know whether they need to be concerned about the spin of the recent announcement. Just too convenient to combine the reminder for the meeting with an sales update designed to cast doubt over the recent companies performance - without really stating anything negative which could later on be checked.

Directors just doing their job for the big shareholders ...

[JayRiggs]

I plan to vote yes on Wednesday.
If Business Bakery intend to vote with their 32.1% holding, under what scenario will the takeover NOT go through?

[trader_jackson]

Wouldn't anyone want to sell at the current price in case the deal doesn't go through? If not why not?

That is why the share price isn't trading bang on $2.90, and instead a couple percent below it - Mr Market clearly isn't quite 100% convinced it will go through
If I was a holder I'd happily sell for a few percent discount rather than wait around to, maybe (although likely, yes) get a few cents more.

[winner69]

Wouldn't anyone want to sell at the current price in case the deal doesn't go through? If not why not?

A bit of selling today?

[BlackPeter]

A bit of selling today?

Certainly not from Morgan Stanley - they topped up by a cool 2 million shares last week. Do they really just want to make meager 2 percents by selling them on to CITIC?

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/315357/276043.pdf

[winner69]

This will make your day black peter

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/315435/276119.pdf

Business Bakery picking up the tab for a lot of the costs

[winner69]

Still subject to OIO approval

That could be interesting

[BlackPeter]

This will make your day black peter

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/315435/276119.pdf

Business Bakery picking up the tab for a lot of the costs

A bit spongy (the provided info) - but what do you recon? Are they doing this out of the goodness of their heart?

[Balance]

This will make your day black peter

http://nzx-prod-s7fsd7f98s.s3-website-ap-southeast-2.amazonaws.com/attachments/TIL/315435/276119.pdf

Business Bakery picking up the tab for a lot of the costs

Hate to observe it as such but announcement is a bit ominous?

If the takeover does not go through for whatever reason, the sp could really tank with the latest profit downgrade.

Highly unlikely as CITIC is not acquiring TIL for the short term profitability but I just wonder if the Baker Boys are very keen to get this deal through so is prepared to cover some of CITIC's costs.

[BlackPeter]

Over and out. Too much murkiness for me. Made some money with TIL (even if I didn't manage to buy at balances $2.10 always right), but can't help - some bitter aftertaste just stays.

[carrom74]

Hate to observe it as such but announcement is a bit ominous?

If the takeover does not go through for whatever reason, the sp could really tank with the latest profit downgrade.

Highly unlikely as CITIC is not acquiring TIL for the short term profitability but I just wonder if the Baker Boys are very keen to get this deal through so is prepared to cover some of CITIC's costs.
Right on the money Balance-I sold out couple of weeks to rebalance my portfolio-I just proved myself right. The "more or less" wording in the guidance is just pure desperation from BB to pressurise shareholders to accept the offer(I guess)...very wishy washy here...

[Balance]

Over and out. Too much murkiness for me. Made some money with TIL (even if I didn't manage to buy at balances $2.10 always right), but can't help - some bitter aftertaste just stays.

Just the way with takeovers - recall with Tower that the stock was trading at $1.25 to $1.30 before Commerce Commission rejected Vero's $1.40 takeover?

Share price tanked to as low as 75c (40%) before the rights issue was announced.

10c upside there vs 50c downside if deal not approved - easy decision to make.

I think TIL's deal will go through but today's announcement is rather sketchy and smacks of desperate behind the scenes maneuvering to appease CITIC - could be good but could be bad.

When in doubt, stay or get out!

[trader_jackson]

Boy oh boy, wouldn't' surprise me if those guys that have proposed to pay near the top of the range of an 'independent valuation' are now trying to use the small print to get out of it...
no wonder things have gone pretty quiet lately.

Lets hope this get out of jail free card holders have been handed does go through because if it doesn't, $2.10 will not be an "always right to buy" level

just a day after I posted this and already the offer has been sweetened... makes you think CITIC are having real doubts about this.

[JohnnyTheHorse]

It is pretty much a done deal, with very little room for CITIC to withdraw at this stage. The exact details of the agreement (and the conditions under which the agreement can be terminated) is publicly available, so have a read.

I think OIO approval is the real unknown. Personally don't think the risk/reward ratio is right to warrant trying to pick up the 10 cents.

[Balance]

It is pretty much a done deal, with very little room for CITIC to withdraw at this stage. The exact details of the agreement (and the conditions under which the agreement can be terminated) is publicly available, so have a read.

I think OIO approval is the real unknown. Personally don't think the risk/reward ratio is right to warrant trying to pick up the 10 cents.

Agree with you re CITIC.

The announcement today though is rather worrying - these Baker boys are not known for their generosity!

[Yoda]

I really appreciate everyone sharing their knowledge here. Thankyou. I try to DMOR but i have limited knowledge really. I sold out today after buying at 2.23 and 2.30, so am happy to move some to ERD and SML . I appreciate this info you share is not advice, but it does help a balanced view on a whole. Being a bit conservative, if it plummeted, i wouldn't be very happy, and again, a bird in the hand ....

[whatsup]

So what really are they buying , candles and smelling salts , hardly A2 is it !

[Balance]

So what really are they buying , candles and smelling salts , hardly A2 is it !

Trilogy is a well established skincare and beauty care brand now - that's really what CITIC is buying.

[JayRiggs]

Just got back from the meeting. Pretty quick, less than 20mins.
Grant Baker pretty much just summarised what's already been said from previous announcements.

A shareholder expressed how people who paid $3.70 are going to lose money and TIL should be sold for a multiple more around 20, because there's heaps of other companies who trade on 20.
Grant Baker's response that the CITIC offer was the best that was presented to them.
Grant closed off by saying how it was a privilege to be chairman of Trilogy, with a nice applause after.

[winner69]

Just got back from the meeting. Pretty quick, less than 20mins.
Grant Baker pretty much just summarised what's already been said from previous announcements.

A shareholder expressed how people who paid $3.70 are going to lose money and TIL should be sold for a multiple more around 20, because there's heaps of other companies who trade on 20.
Grant Baker's response that the CITIC offer was the best that was presented to them.
Grant closed off by saying how it was a privilege to be chairman of Trilogy, with a nice applause after.

Thanks Jay ..... sounds like most shareholders were happy

Hope OIO don't take too long to say yes .....be a bugger if they say NO now wouldn't it

Are they expecting a OIO decision by April 11th in saying thats when shares will be suspended

[JayRiggs]

Thanks Jay ..... sounds like most shareholders were happy

Hope OIO don't take too long to say yes .....be a bugger if they say NO now wouldn't it

Are they expecting a OIO decision by April 11th in saying thats when shares will be suspended

Hmmmm I'm afraid I didn't catch when the OIO decision will come, maybe someone else got it? It did feel like everything here on in is a formality.

[winner69]

so over 99% voted in favour ....pretty resounding

Re OIO ....they have 'requested' a decision by March 31st

[Balance]

so over 99% voted in favour ....pretty resounding

Re OIO ....they have 'requested' a decision by March 31st

OIO should not be a problem at all - no sensitive land or produce involved.

[winner69]

OIO should not be a problem at all - no sensitive land or produce involved.

So a happy ending for all shareholders

Good buying at $2.10 eh Balance

[Balance]

So a happy ending for all shareholders

Good buying at $2.10 eh Balance

Always right to buy at $2.10 indeed!

Over and out to the next one so we can say it's always right to buy at $X.XX ....!!!!

The search begins!

[nzsharetrade]

delist? all your shares will be converted into cash automatically?

[winner69]

Always right to buy at $2.10 indeed!

Over and out to the next one so we can say it's always right to buy at $X.XX ....!!!!

The search begins!

Ha ha ....for a moment you were going to say ....MPG, always right to buy at 80 cents

[Balance]

Ha ha ....for a moment you were going to say ....MPG, always right to buy at 80 cents

Could well be, W69 but not just yet.

Gotto to get through this Friday's index exit (the shame! the shame!), the announcement of the strategic review and the appointment of a new CEO.

Could be a few months yet!

[clarky]

so where to put the cash from this is now the question...

[clarky]

OIO gives the thumbs up... deal 99.9% done

[winner69]

All done and dusted

Well done Business Bakery - you got a very good price in the end.

Been fun and profitable following Trilogy over the years

We’ll probably never know if those thousands of doors eventually opened for them or if they lived up to the hype of the global expansion

[horus1]

couldn't agree more. TRA next

[waikare]

so where to put the cash from this is now the question...

When is payday..............

[winner69]

When is payday..............

Wednesday ......

[Blendy]

Wednesday ......

waiting..... looking forward to reinvesting this money in something better. A dumb end to a long involvement with this company - I remember when Trilogy skincare was first launched and I used to sell them in my health store. (Along with a massive amount of Comvita...)