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Message: Re: To all:.. NopainNogain2 - OT..fatwollit

Jan 30, 2007 06:15AM

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Jan 31, 2007 07:35AM

Getting back to that post on RB by canine, I wonder if you can explain something to me, since I assume the answer might have come up on other RB postings. Please see part of the post below -

"Another important thing is that PTSC doesn't have to worry about
the "Antidilution clause". Since, if this M or A was to take
place, we would not go over the 10% cap. Consequently, PTSC is
not required approval by S&L.
Here is where the $700,000 loan plays a major role.
Was this sum intended to keep the acquisition price under
the 10% cap..? I say yes. Why 700 thou and not 500, or one
million, or 1.5 mill...?"

I'm a little confused by what canine is trying to say here. First, he mentions the dilution clause, which we knwo from a previous pr is no longer in effect. Minor detail. However, the next part, where he says "if this M or A were to take place, we would not got over the 10% cap" just makes no sense to me. Who is the "we" that would not go over the 10% cap and what mechanics of a M or A would possibly cause S/L (assuming that's the "we") to go over the 10% cap. If an M or A were to happen the outstanding shares would more than likely increase, not decrease. Therefore it would seem S/L's % would decrease, not increase.

The next part he alludes to the $700,000 being key in staying under the 10% cap. Again I'm lost here. The purchase price, which may or may not be $700k (I highly doubt it would be anywhere near that low), but again, what 10% is he talking about.

I know you don't particularly care for my posts. So be it. But if you could shed some light on the above it might be helpful to the whole board.

TIA


Feb 01, 2007 05:04AM

Feb 01, 2007 12:28PM
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