I've had a closer look at this, and from my rough calculations, I think Songtradr + Wiltshire + White basically already control it (and I regard them as a group, not a Company & 2 unrelated individuals).
Come June 2025, I think they will own ~52% of the shares between them... assuming Tranche 2 is fully converted, + interest, + 3m options.
By my sums, that private placement under ASX 7.1 & 7.1A in June 2023 took them from 48% to 52%. It looks very fortunate that Jaxsta decided to issue those shares, to the people they did, in the way that they did.
To my mind, the only unanswered question is whether they'll move for the whole company. So why wouldn't they? It will (soon) be an accretive cash cow for them. I'm assuming they will.
There's a good chance a Tender Offer to reach 75% would be successful, and they might not need to pay much of a premium (if at all), with the usual threat of holding a handful of shares in a private company, if you say 'no' and others say 'yes'.
They could alternatively offer to Exchange your shares for Song shares. But why would they be that generous? They don't need your shares for control, and you're not insiders that need incentivising.
As for the smaller insiders' shares & options... won't they just get Exchanged for Song shares/options during a takeover, particularly if they're staying on? Their Exits are not necessarily aligned with yours.
I'm not saying there's no upside in the meantime, as better results come out pre-June 2025. But it looks fairly limited, due to this overhang. Minority investors hate it when sharp (but lawful) operators own >50%... you constantly depend on their goodwill & generosity, & that's not how they got to be sharp (but lawful) operators. However high the share price goes, Song is still taking control by converting those Notes etc at $0.021. A significantly higher price might make it more expensive to move for the 75% for Delisting, but others have managed it with a discounted Offer (such is the threat of private ownership).
What do you think? I know I'm a cynic/paranoid, but it pays to think about the potential avenues before I invest.
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