DUAL - HEADED STRUCTURE. Heavy stuff/info but may be worth the rather difficult read.
The more I look at recent events the more it appears David Bovell is putting together a deal that entails a Dual-Headed structure.
WHAT IS A DUAL-HEADED STRUCTURE? A dual-headed structure allows two companies to combine their operations while retaining a degree of separation. This is achieved by retaining the merging companies as separate legal entities but putting in place arrangements to ensure that the group as a whole operates as if it was a single enterprise. This achieves certain political, commercial and tax advantages that may not be achieved through a conventional merger.
Dual-headed structures usually consist of the two merging companies (top-tier companies) with the combined group organised beneath those top-tier companies in one of three different ways:
The first (and most common) is the "combined group structure" where the respective assets of each top-tier company are grouped under one or two jointly owned intermediate holding companies, with the top-tier companies holding equal (or near equal) voting rights in those intermediate holding companies. The intermediate holding companies, in turn, own the operating companies of the group.
The second type of structure is the "separate entities structure" in which the two groups remain as separate entities but operate as a single unit. The underlying assets stay within the ownership of the pre-merger companies.
The third type is a "twinned-share structure" in which shareholders hold units consisting of twinned shares in the top-tier companies. http://corporate.practicallaw.com/6-101-7959 //////////////////////////////////////////////////
Ok...so now you're asking why this might be the route ERHC and David Bovell are going to take us? See the following excerpt of the recent D.B. question and answer session:
Here's an excerpt from D.B. that sounds very much like a Dual Headed Structure:
"There would be a common management team that would be managing both, which can create synergies"
Total speculation here......but could the other player involved that we "dual" with be EEL? They have basically been working on making themselves a holding company much like that of ERHC? They are already listed on the AIM. Deep Oppourtunity....deep opportunity.....deep opportunity. Haven't our recent advertisements mentioned "deep opportunity"? Could our selected sub dive into the AIM thru EEL and create a dual structure?
We've been hearing about the complexities of putting deals together....and the link above points out just how complex they deals can be.
P.S. It IS interesting and fascinating to this critical eye.