"X-div date could be the 25th or 21st, or the 18th as one poster said."
No, it can't. Stock exchange rules mandate that it will be August 4th.
"If you buy or sell NE prior to the 23rd you sell/buy your right to PGN."
From July 21 through August1st.
"The x-date could be depended on the broker or what ever."
Brokers don't have any say in when an ex-date will be.
"IF you are hot to sell PGN, then sell the PGN-WI on the 23rd or 24th when they appear in your account"
No when-issued shares are going to appear in anybody's account unless they specifically buy the when-issued shares after they start trading. When-issued shares are NOT what will be distributed.
pismire, you obviously don't understand ANY aspect of the spinoff process. Your wild guesses aren't even close to the truth.
On August 1st the company will in fact distribute the PGN shares to all shareholders of record as of July 23, so it is correct in saying that in their press releases. But the press release of July 11 notes that "Noble shareholders who sell their Noble ordinary shares in the "regular-way" market (that is, the normal trading market on the NYSE under the symbol "NE") prior to the distribution date will be selling their right to receive Paragon ordinary shares in the distribution." (That's actually not quite accurate, for sales ON the distribution date will also be selling the right to the PGN shares.)
The company pays the distribution to shareholders of record because that's the only information they have on who to pay. But beginning on July 21st and continuing through August 1st, all NE shares will be trading with due bills attached that obligate the seller to forward the PGN shares to the buyer after they first land in the accounts of the shareholder of record as of July 23rd. The company doesn't announce that detail because it is the brokerage houses that execute the due bills. The company does not participate in the due bill process.
So, on the distribution date of August 1st, the PGN shares first go to shareholders of record as of July 23. Then the due bill process is triggered, and any shareholder of record on July 23rd who sold their NE shares before the ex-date of August 4th will see the PGN shares removed from their accounts and forwarded to the rightful owners on the due bill settlement date, which is August 6th.
This is the way most spinoffs are handled, as well as all cash distributions amounting to 25% or more of the underlying stock's trading price. It's nothing new.
"Aug. 4th is not referenced in the press release"
More often than not, ex-dates are not mentioned by the paying companies, so there's nothing unusual about that. After all, it's the exchange, not the company, that sets the ex-date, so it's not an obligation of the company to announce it.
"what then is the significance of July 23rd, which is referenced?"
July 23rd is the record date, and it has two points of significance, neither of which is to determine who gets the spinoff distribution. It is always the ex-date that determines who gets the distribution, not the record date. In cases of normal distributions, the record date establishes the ex-date by default, the ex-distribution date being two trading days before the record date. But in cases like the spinoff of PGN by NE, stock exchange rules mandate that the ex-date be the first trading day after the distribution date. That means in this case that the distribution date establishes the ex-date. The company has set August 1st as the distribution date, so the ex-date, by default, is Monday, August 4th. Now, the two purposes of the record date in this case are 1. to establish that only the shares outstanding as of July 23rd will participate in the distribution (which prevents any shares created by exercising convertible securities or secondary issues from participating, keeping the distribution amount fixed) and 2. to announce a technical point that is very misleading.
To be continued ...
"I am still not quite a 100% sure over what a buyer of NE shares gets tomorrow, new NE or old NE (with PGN)?"
NE buyers through August 1st will also be buying the right to the PGN spinoff. The first day that NE will trade without the right to the PGN spinoff shares is August 4th, which is the ex-date.
"I agree that the Nasdaq determination could be 'one day after distribution" but my reading of rule (c) says that this is not a requirement."
I concede it's not a strict requirement. But since it happens that way over 99% of the time, there isn't a lot of room for doubt in this specific case. But by all means, doubt away.
"It is incorrect that stock dividends are treated differently than cash dividends (wrt the 25% rule)"
No, it's not incorrect. Spinoffs representing less than 25% of the underlying stock's price are routinely given with the ex-date as the first trading day after the distribution date. CHK just did one on June 30 that represented only 4% of CHK's price, and the ex-date was July 1st.
"I would guess this means that the ex-date could be any date from now until the day after the distribution is made."
No, the company has already informed shareholders that any sale of GERN shares up to and including the distribution date will also be selling their right to the spinoffs shares. That statement does not allow for an ex-date to be "any date from now."
"there are only two rules when it comes to ex-divs; 2 days prior to the record date or a day after the distribution date."
For individual stocks, yes.
"The first is when the div is for less than 25% and the later for when it is above 25%."
The latter is also for spinoffs, without regard to the 25% threshold.
"NASDAQ doesn't know the value of the Asterias series A shares ATT so can't yet say which of these will apply but I think we can be pretty confident it is the first; so ex-div May 23rd. What am I missing?"
You're missing two things. 1. Ex-dates are never set for a date that has already passed. 2. By telling shareholders that any shareholder of record on May 28 who sells their GERN shares is also selling their right to the spinoff, the company has made it clear that the ex-date wasn't May 23.
"Does the PGN stock price have to be 25% of what NE is when the spinoff occurs"
It doesn't have to, no. When-issued trading will determine the price of the spinoff before it's actually distributed.
"The close on 7/23/14 should determine the final price."
Again, August 1st. July 23 is the record date and has nothing to do with the post-spinoff pricing.
"The split price will most likely be adjusted according to the close on 7/23/14."
August 4 is the ex-date, so the adjustment will be based on the close of trading on August 1st.
"ex- dividend date is 2 business days before the X-div date."
No. Spinoffs do not follow normal dividend rules. The ex-date is August 4th.
"X on July 18 or July 21?"
Neither. The ex-date is August 4th. Not what most investors are used to, but it is mandated by FINRA that the ex-date for spinoffs be the first trading day after the distribution date. That's why the company warned shareholders that anyone who sells their NE shares before August 4th will also be selling their right to the distribution.
"the market has placed no value on the transaction as reflective in the stock price and this has been born out in my discussions with traders, asset managers and analysts."
All world-class financial minds, no doubt. And how are they going to explain that the Asterias shares have no value when they begin trading WI for actual money?
"The value of the transaction is to convoluted to be used to determine value so they left it out of their metrics."
Even if they all put their giant financial brains together? And you help?
"Geron shareholders will be recieving stock and later BTX warrants for the Asterias A shares that have an rough estimated value by me of Aprox. .20 per share based on AST filings. "
Wait a minute -- just two sentences previous, you said that the deal was so convoluted that traders, asset managers and analysts couldn't determine the value. And now you say Asterias has a value of 20 cents per share. You are so much smarter than all the traders and asset managers and analysts -- that you say you talked to but didn't really -- that only YOU can come up with a value for the Asterias shares? Why didn't you tell all those financial people what the value is when you were pretending to talk to them?
"Will not affect the price of Geron post trans action"
Yes, it will. On the morning of the ex-date previous day's closing price quote will be reduced by the proportional amount of the previous day's closing price of Asterias, assuming the proportional amount equals one penny or more.
tazamatic, who else have you pretended to talk to but didn't really? Anyone interesting? Anyone who actually has a name?
You can be sure the May 28th-fixated will be back. Maybe not repeating their ignorance of the record date, but with new and equal baloney, pressing their cases with the fullest measure of ignorance they can muster.
And probably with new screen IDs to help them forget their past stupidity.
High-larious, ain't it?!
"this is not a cash divedend"
Makes no difference if it's a cash dividend or stock.
"Geron has been trading with a 0 value placed on the BTX deal"
The BTX warrants will be awarded to Asterias shareholders, not Geron shareholders. As for the Asterias spinoff, the Asterias shares will be trading on a when-issued basis before the distribution is made, and that's where the dollar value will come from for the price adjustment to the GERN shares on the ex-date.
"so you are quite frankly wrong"
No, I'm right. You are the one who is quite frankly wrong. The BTX warrants don't go to GERN shareholders, they go to Asterias shareholders, and the spinoff procedure, including the adjustment to GERN's share price, is a matter of stock exchange rules. You really ought to learn what's going on and how it's going to work before you embarrass yourself again.
Right -- the markdown probably won't be noticed in the daily trading range. The point is that the Asterias shares are not free.
Standard procedure. When a company makes a distribution, whether in stock or cash, the net asset value of the company is instantly reduced by the value of the distribution. The closing price of the stock on the day before the ex-date is then marked down by the value of the distribution to reflect the reduction in value.
"time is running out to get your GERN stock with free Asterias shares"
The Asterias shares are not free -- the price of GERN will be marked down by the proportional value of the Asterias spinoff shares on the ex-date.