CYP (ASX) Ann: Appendix 3Y- Dr Stewart Washer

Originally posted by JB1975: ↑

Hey, I'm not saying they are insider trading as the term is strictly defined, (I'm glad they are buying to be clear - if "kudos" wasn't), but as directors they certainly have more information than I do.

Consider the 30 September 2012 announcement.

"Cynata and Fujifilm have entering into a new strategic parnership which includes detailed and agreed core terms for the Fujifilm to provide clinical and commercial manufacturing services for, and supply of, Cynata's Cymerus therapeutic mesenchymal stem cell (MSC) products"

So that's present tense - they told us they'd agreed detailed and core terms.

But there isn't actually a heading saying anything like And these are those detail and core terms here: - there's Key highlights and there is some text so readers have to infer what those detailed and core terms might be from the text as best they can - but the directors would know what they are.

I asked myself, okay, so what are those detailed and core terms, likely to be from the text and
based on this "The SPA (Strategic Partnership Agreement -already signed) sets out the core terms to be(future tense) incorporated in the MSA (Manufacturing Services Agreement) for Fujifilm to undertake technology transfer, process validation and manufacturing under stage-by-stage commercial, arms-length arrangements. " and "Details of the initial stages of the process are being finalised and Cynata has made an initial in-principle expenditure commitment of US$2m." (being finalised - future tense) And "Cynata and Fujifilm intend that Fujifilm will have first rights to manufacture clinical and commercial requirements for Cymerus therapeutic MSC products" (intend - future tense).

So if I try to construct the detailed and core terms of the MSA from what I'm told its likely to be but not definately finalised to be yet I get something like this

MSA between CYP and Fuji

headings

1) Technology transfer
(no detail - just that its considered). But directors would have the details when the paper is signed.

2) Process validation

(no details - for shareholder me ). But directors would have the details when the paper is signed.

3) Manufacturing under stage-by stage (not told what the stages are)

But directors would have the details.

-------------

Now I know, as I assume any shareholder pretty much knows, this is a commercial deal for services and supply of products - but apart from the "initial in principle commitment of US$2m" I don't see any itemisation of the services.

And I'm sure you will understand truss20, that I would very much like to know how many doses of cells for instance CYP will be getting for its $2m and I'd very much like to know who will own the IP. But I don't get that detail from the announcement - but if I was a director I'd have access to that stuff if it is included in the full text of either the MSA when it is completed (assuming it is) and in the SPA.

So I think the directors by virtue of being directors and getting details in real time like when agreements are signed necessarily (and by getting details rather than just headings) do have more information than just you or I do from the summary public announcements.

Are those additional items of information and the certainty of knowing how negotiations are going that are still ongoing but not yet complete sufficient to add up to material in the sense of being likely to cause a reasonable investor to be buy or sell - I reckon actually yes they very well could be.

However the director not me get to make the determination as to what is material. And I can see that they can't put all the details of the SPA and all the details of the MSA in public announcements - they be too long and that might disclose info harmful to later negotiations with other parties.

But are the directors buying now buying now with more materially relevant info on a significant contract and and partnership than you or I have - I reckon so.

I never knew for instance that under the terms of the September 2019 licence agreement, Fujifilm would pay Cynata US$5m if that agreement was terminated. Had I known I'd have been impressed at the size of the 'break' fee because its almost as large as the payments of 3 and 3.7 million Fuji had paid. Its a pretty big break fee.

There are some shareholders and people who do fundamental analysis on companies and industries to try to understand what the true value of the stock is currently and to see if there are inconsistencies in the market values of one stock in an industry with respect to others. Those folks look into details. They try and make models. Directors always have more details at hand and more timely info than those outsiders. But its a question of is the inside knowledge material and also who gets to decide what is material.

Expand

Every company is in one way or another involved in negotiations/deals/commerce with customers/suppliers/competitors every day of every week. Most of this information is only available to insiders, not shareholders. Based on your logic, the vast majority of directors would never be able to buy or sell shares in companies they represent.

Your post demonstrates an ignorance to the business world and, more importantly, the stock market.

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(20min delay)
Last 18.5¢		Change 0.035(23.3%)		Mkt cap ! $41.80M

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15.5¢	18.5¢	15.5¢	$264.5K	1.513M

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