Hercules Props. Share Discussion Threads

[acamas] 22/11/2004 10:25

Any time now the HPS Share quote should be delisted from LSE.

[acamas] 17/11/2004 12:53

I was late filling in my forms of acceptance, but received share cert on Monday and cheque this a.m.

[spiggytopes] 17/11/2004 09:15

Thanks- butt kicking time!

[welsheagle] 16/11/2004 21:17

Received cash and shares nearly two weeks ago - get in touch with broker if not received yet.

[dag1967] 16/11/2004 15:52

Received cash in my Comdirect account on the 4th Nov.

[spiggytopes] 16/11/2004 15:39

Has anyone received the cash yet?

[dag1967] 20/10/2004 08:35

Offer update from ERG :



Based on yesterdays bid price of ERG of 132p, this bases the offer at 333p and HPS are 'still' only 309 so nearly 8% profit there for the taking.

[davethehorse] 20/10/2004 08:13

By my calculations you are still much better off buying HPS rather than ERG in terms of valuation - I topped up yesterday.

Looks like it a done deal now.

DTH

[acamas] 10/10/2004 12:35

Hi Folks,

There is an item on ERG in todays edition of The Business. Sorry I do not have a scanner. The item is very positive in relation to ERG's future but makes no mention of the HPS takeover situation.

[topvest] 09/10/2004 17:52

Acceptance levels won't be announced until after the 19th. Can't see them raising the offer unless another predator enters the fray.

[dag1967] 09/10/2004 09:46

Do we know what the current acceptance level is ?

If they are struggling to reach the required level, they may even raise the offer price (hopefully !!)

[topvest] 09/10/2004 08:58

What are people doing then. Accepting the offer or not?

I'm undecided. Will probably wait until the end of next week/after the first closing and see what happens. In any case, I can't see this one going unconditional without being extended. Suspect the offer will go through if another bidder doesn't enter the fray in the next 10 days.

[simon gordon] 06/10/2004 09:51

The way I read it 15m options on ERG shares from HPS which roughly equals 7m HPS shares, with only 19m HPS ordinary shares!

2.3m options
6.3m options
7m options

[topvest] 05/10/2004 21:43

The options are only another 5% - that's not excessive for such a company. Has the HPS annual report arrived? I guess the clocks clicking on this one. Not much sign of another bid yet, but we will have to wait until next week.

[acamas] 05/10/2004 09:24

Simon,

Thanks, you have only confirmed what I suspected was the case, at first I was excited but the detail reveals a less rewarding situation than I had initially hoped for. This as far as I am concerned is not a run of the mill takeover. As I will put it in similar words to you it is "one for you and five for me"

[simon gordon] 05/10/2004 08:41

HPS shareholders I now understand why this company's equtiy was not worth as much as you hoped and why you only got 45p and 2.183 ERG shares.

The options, the millions of options. It is the top managers/directors who have creamed this one. I think the biggest sign of Fat Cattery was Larry 'A4 Photo in Annual Report' Lipman and the puny annual report he produced.

You shareholders have been shafted!!!

[simon gordon] 01/10/2004 20:18

I am slightly confused - how many ordinary shares will there be and how many options?

Under the terms of the Offer, it is expected that the Company will need to issue up to a maximum of 42,017,085 Ordinary Shares to Accepting Hercules shareholders in respect of Hercules Shares currently in issue and to issue up to a maximum of a further 2,328,228 Ordinary Shares to holders of options over
Hercules Shares which are currently exercisable or which are expected to become exercisable during the Offer period.

Assuming that the Offer becomes or is declared unconditional in all respects and is accepted by all Hercules Shareholders and that all such holders of options over Hercules Shares, on Admission there will be 89,069,171 Ordinary Shares in issue and a further 4,338,914 Ordinary Shares subject to options under the ERG share Scheme.

Full acceptance of the Offer would result in the payment of approximately £10 million in cash by Erinaceous and the issue of up to 44,345,313 new Ordinary Shares, so that Hercules Shareholders would holdapproximately 49.8 per cent. of the Enlarged Share Capital of Erinaceous and existing shareholders of
Erinaceous would hold approximately 50.2 per cent. of the Enlarged Share Capital.

In the event that the Offer becomes or is declared unconditional in all respects, it is currently proposed that an equivalent offer will be made to the holders of all options over and other rights to subscribe for Hercules
Shares under the share incentive schemes operated by Hercules. If all such persons accept the offer a maximum of a further 6,341,518 Ordinary Shares will be issued making a total Enlarged Share Capital comprising 95,096,774 Ordinary Shares. It is also proposed that an alternative offer (Roll-over Offer") will
be made to the holders of options over Hercules Shares under the Hercules 1996 Executive Unapproved Option Scheme, whereby they may instead elect to roll-over their existing options into new options over Erinaceous Shares under the Share Scheme. In the event that all of the holders of such options over Hercules Shares elect to accept the Roll-over Offer, on Admission there will be a maximum of 11,601,304 Ordinary Shares subject to options over Erinaceous Shares, representing 13 per cent. of the Enlarged Share Capital.

This number exceeds the current limits under the rules of the Share Scheme and it is therefore proposed that the approval of shareholders be obtained to change the relevant limits (as described below).

[simon gordon] 01/10/2004 18:29

Deleted due to new info. - see below.

[acamas] 01/10/2004 17:35

Simon,

Thanks for your comments. I promise I will read the book you recommend. Have a good weekend, will no doubt have more swings and roundabouts on this takeover next week

[simon gordon] 01/10/2004 14:04

Acamas - I don't understand the logic in your final paragraph.

[acamas] 01/10/2004 12:40

Hi Everybody,

I have pondered the takeover and I have slept on it. Now I would like to ask why should anyone accept these terms. When ERG's price has fallen from £1-40 and the takeover price is now around £2.95p. Which is so close to the price HPS is trading at currently and seems to me to be stuck there while ERG's share price remains at its present level. Why not sell HPS and sit on the sidelines for a while just in case ERG slide even lower?

I cannot see any First Class Holiday in The Med for me from this deal at present.

Why this deal is recommended by management is beyond me at present. Visions of two olds tarts discussing/reliving bygone times comes to mind or rats leaving a sinking ship.

[lafiamma] 01/10/2004 08:40

I was going to buy some ERG this morning, but these are still cheaper so I've had some HPS instead!

[simon gordon] 01/10/2004 08:22

Ater a mulling the p/e for 2005 which is roughly 9.5, must have added the number of years after tax it takes to pay the debt - which will be around 38m = 3. Total 12.5 at £1.13.

2006 is now 6.8 plus 30m debt = 2. Total p/e 8.8

The upside and downside I see is as follows:

UPSIDE
London - Haywards/ISG/Hercules - move into one office, SW1.
Manchester - ISG/Hercules - one office.
Hercules HQ - costs stripped out.
Cross-selling.

DOWNSIDE
ERG - finds skeletons in HPS accounts.
Lots of exceptional items for redundancies, office closures, etc.
Top Staff - leave HPS.
Clients - desert HPS.
Deacon - problems re-occur.