Alltracel Pharmaceuticals Share Discussion Threads

[supernumerary] 15/3/2008 13:35

alimo - you can certainly use anything I've written, although I doubt it will be of much use. II once had quite a large holding of AP and sold because I couldn't understand the share price falls over last year, when the business ought to have been on the verge of breakout. The last lot went when this deal was announced because I'd lost all trust in the management. If this was the USA there'd be a class action and I would be part of it.

Incidentally, the two most vociferous posters over the last year have been 06 and viking - where are they now?

A final point, if Westone wasn't doing well, why didn't the Synpart guys exercise their put option to get rid of the Westone shares? The first tranche should have been available at the end of February I think.

--------------------


In addition, the vendors will enter into a put option agreement with Alltracel
under which the vendors will be granted an option entitling them to require
Alltracel to repurchase, at the issue price, the Westone Shares. This option is
exercisable by the vendors in four equal instalments on the 6, 12, 18 and 24
month anniversary of completion of the Acqusition or in full on the second
anniversary of completion of the Acquisition or the vendors can opt to retain
the Westone Shares.

[buywell2] 15/3/2008 11:35

Giv em hell alimo

and use my last post

[4web] 15/3/2008 11:32

Permission from me you have! Need my e-mailadress or already have it?

[alimo] 14/3/2008 18:01

Can I have permission from all of you to use posts to make up a submission to the Aim Regulator at the LSE? Anything else still to be said - any corporate solicitors/lawyers among you so I can watch my Ps & Qs?

[alimo] 14/3/2008 17:48

I'm still in, and will do my best to oppose this. I expect to stay over in Dublin on 3rd and be at the meeting on 4th April. I hope my wife who is a joint holder with me will join me. I need to know that others will be there. Anyone know where and how I get hold of a Shareholder Listing - suitably noted where they may be employees?

Can anyone say why I shouldn't wait till I'm paid 14p a share by Castlerise?

Interesting name for the holding company; the hotel in Dublin is called F.......... Castle and I think it sits at the top of a rise(hill).

[coincall] 14/3/2008 16:00

Well guys, I also do not see much hope here. I will hold on to the end and get the 14p, fortunately I will be in profit...but not a lot.

It might be worth looking at Ultrasis (ULT) in these hard times as their revenues are just taking off and they provide the only evidence based treatment for mild to moderate depressive symptoms recommended by NICE. See



Lots of research done by genuine investors, and plenty happening with NHS take up during the next few years and in the US. DYOR and good luck with your investments.

[buywell2] 14/3/2008 14:47

The only chance as I see it is this

No financial details were given by AP. management when the deal with HemCon was signed last year.

Therefore since the EGM is to be prior to the results date , then shareholders are being asked to vote without knowing the financial implications for the company as a result of the HemCon deal.

Since HemCon now are proposing to buy the whole company , it is logical to assume that they see a very good financial reason for themselves to do so.

This puts existing AP. shareholders at a disadvantage.


I suggest those who want to fight this use this as one of your bedrock arguements

[danwaits] 14/3/2008 12:28

Well folks, I finally came to the sad conclusion that all is lost here AFAIC. There is little point going to the court meetings unless you have legal representation and tangible evidence of wrongdoing. The egm will then be a just a formality to ratify the sale; there will not be any opportunity to oppose the proposed sale at the egm.
I sold the final 10% of my holding yesterday - 90K @ 12.75 - and it's going to take me a fair while to recover and come to terms with my losses and the injustice of how all this panned out. What galls me most is that I called it right as regards AP's potential, even if progress has been slow. Rightly or wrongly, I feel that I've been robbed and cheated out of my shares in a company that I've supported through thick and thin over a good few years, just when the company was begining to really flourish.

Cheering up and looking forward, it's the Gold Cup today, St. Patrick's weekend and I got my Leonard Cohen tickets this morning....so in the words of that immortal bard.."there's a crack in everything, that's how the light gets in" ....bring on the next battle!!!

[danwaits] 13/3/2008 12:04

Buywell
Results will not be issued prior to voting. Evidently the company would be in breach of takeover rules if they issued figures once a bid has been offered. That's why the sale was timed for this period of the trading year.

[buywell2] 13/3/2008 11:03

Large buying of late

Source BioScience PLC
Share Trades Trade time Price (p) Volume Assumed purchase/sale* (p) Bid (p) Ask (p)
15:36 (11/03) 8.00 2400000 purchase 7.75 8.00
15:43 (10/03) 8.02 1250 purchase 7.50 8.25
13:43 (10/03) 7.72 1000 sale 7.50 8.25
13:38 (10/03) 8.00 1300000 purchase 7.50 8.25
13:37 (10/03) 8.00 1300000 purchase 7.50 8.25

[buywell2] 13/3/2008 11:01

Don't you think the numbers in the results which should have been due out in the next few days will have a bearing on how folks vote ?

I assume the EGM will be held AFTER the results

[danwaits] 13/3/2008 08:59

Your proxy should be forwarded directly to the commercial court. If a shareholder fails to fill in and forward a proxy notice, the chairman CANNOT count these shares, as would be the case in a normal takeover.

[4web] 13/3/2008 07:03

Coincall, I will ask my banker how to act. Thank you for your input!

Can't seem to find the proxy on the Alltracel website which is talked about in the RNS.

[coincall] 12/3/2008 22:59

4web,


YOU NEED TO CHECK WITH THE REGISTRARS ABOUT PROXY VOTES/ATTENDANCE IN ACCORDANCE WITH YOUR TYPE OF SHAREHOLDING. IT IS VITAL YOUR SHARES CAST WILL COUNT IN FULL
This type of meeting is new to me but under usual AGM meetings, if you cast your vote by proxy and send it by post to the registrars they will count your vote in favour of your entire shareholding "For" OR "Against" - unless you request your vote to be split part "For" part "Against" (although I doubt anyone would do that in this case!) It would be worth checking with the registrars if it is better to turn up as this meeting is obviously a very different procedure to an AGM as there are the two court meetings prior to the EGM. At a recent AGM I attended we were advised to cast our votes by post in good time (7 working days ideal and no fewer than 2 working days before the AGM) even if we were attending the AGM, the reason was that on the day of the AGM your votes could only be counted if you held your shares in Crest otherwise your vote may ONLY count as one vote from your hand raised.

If your shares are held in nominee name you will need a letter of representation to attend the meeting from your stockbroker or bank or building society e.g. whoever you bought the shares through (as they will have put the shares in their Nominee holding company).

Do not assume you will be able to turn up and vote without first checking your position well in advance with the registrars.

[cumnor] 12/3/2008 22:04

I bought these before xmas for 10p average and hoped for a better return than the 14p, although the present goings on don't surprise me in the least. The share price last year fell out of the sky despite no bad news being announced nor was any attempt made by management to explain or bolster the share price to strenghten the company assets for the benefits of both shareholders and employees. As the company has several irons in the fire and made acquisitions the share price fall would have suggested a problem at one section or other. If there was then an announcement to that effect would have explained the share price fall.
Some people on this bb suspect that negotiations (of a sort) have been on-going for a long time prior to January's announcement and that management need to prove that they have'nt. If there was a suggestion of a bid last year then of course they would need to explain why this was not made public. The notion that there is no money available in the markets for biotech or healthcare related issues is nonsense. AZM just raised 10ml, tissue science has recieved a very reasonable approach and mdx is subject to same. Good companies will do and if ap is such a loser then what are Hemcom doing with it.

Regarding the present situation what is the nature of any alleged inducements (if any)and promises Hemcom have made to management to proceed and in accepting them (if they have) have management acted in the best interests of their shareholders and the employees. We need full disclosure. Considering the potential of the company (I would like mgmt to prove me wrong if they can by stating where problems are occuring) then I would'nt be bought off by the promise of a 10% bonus and a few shares in a new company if I were an employee of altracel, or such like.

The institutional investors who bought in in the last year sub 13p need to clarify if any inducements or promises about the possibility of a takeover were made or the guarantee of a small but secure return on it happening was alluded to. I'm sure there was'nt but clarification would do no harm. Any institution that paid more a few years back might feel somewhat aggrieved at such special treatment being offered to their competitors if indeed such underhand practices did occur.

Regarding aim in general I have no objection to making a 40% profit on any investment but what I would object to is some run of the mill management (and I am not talking about ap here) concealing information (if that were shown to have occured)from me and other shareholders and employees and making a 400 or 4000% return down the road, in concert with a company that might or might not have offered inducements for the same purpose without proper and fair disclosure being made to all interested parties.

The total absence of relevant news for the past year in ap's case makes me wary. Fine, if the company is about to go down the drain and say Westone are losing money hand over foot or Synpart are a con for which they paid several million euros then ok, lets get the news out. We are all big boys and can take our losses.

But the hint of non disclosure is, in general, a differnt matter, if indeed such does occur. It affects employees, shareholders and more importantly affects the prospects of decent companies on AIM whose share prices are battered even when they announce half decent news, because no one believes a word from the directors' mouths-(eg look at pre -irish company-director bought 5 million shares last year, recent good news and no debt but share price languishing, maybe because investors in general know management in small aim companies can manipulate them to their own benefit and the stock exchange is powerless to stop them. Pre (I dont hold)like many other companies on aim are, i'm sure, very well and honestly run but the hint of share price manipualtion, dodgy deals and non disclosure, as has been alluded to in the case of AP on this and other bulletien boards, can do serious damage to good companies, and thus the call for an investigation by some shareholders.

As I have said AP is almost certainly a very well and very honestly run company (that's as much as anyone can say about any public company)with all happening above board but the sheer lack of news and the sudden anouncement out of the blue of an approach (without management having prior knowledge) would make me at least give some credence to those shareholders who bought in at a higher price feeling aggrieved and who suspect a conspiracy theory. Management have'nt done enough to convince them that there is'nt a grain of truth in some of the allegations. Of course I, like other shareholders. would love to be proved wrong even if the deal falls through and the share price collapses. At least then the market could be seen to be working. I can take the losses.

[4web] 12/3/2008 21:11

Alimo, Anyone,

Could you figure out if a proxy is the same as being there? I will love to give anyone going a proxy. Problem is I am not able to come from the Netherlands to Ireland on that dates.

I will try to find some things that we have not been informed about.

4web

[supernumerary] 12/3/2008 20:06

This sounds like fun, I'm beginning to think I might buy a few back, just to join in, lol

[wes1] 12/3/2008 19:27

"Elmarco is able to produce the same number nanofibers in a minute that other nanofiber-research centers produce in a month".

I have emailed [e-mail] to tell them how dismayed I am that underhand tactics have been used to rob private shareholders.

Here are a couple of links that were witheld from shareholders
patent
nano m.doc plasters on sale middle of this year.
"The two companies started doing business together about one year ago. Acquisition talks started soon after"
At least one institution buys shares but now says Alltracel "does not fit their profile"
- this doesn't look like 14p to me

[stephenwilson] 12/3/2008 14:49

Posting of Scheme Document




RNS Number:9571P
Alltracel Pharmaceuticals Plc
12 March 2008


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY RESTRICTED JURISDICTION


12 March 2008

Recommended Acquisition for Cash

of

ALLTRACEL PHARMACEUTICALS PLC

by

CASTLERISE INVESTMENTS LIMITED
(a wholly owned subsidiary of HemCon Medical Technologies, Inc.)

by means of a

SCHEME OF ARRANGEMENT

under Section 201 of the Companies Act, 1963 of Ireland


On 22 February 2008 the Board of Castlerise and the Independent Directors
announced that they had reached agreement on the terms of a recommended
acquisition by Castlerise of the entire issued and to be issued share capital of
Alltracel (the "Acquisition"). The Acquisition will be effected by way of a
scheme of arrangement under Section 201 of the Companies Act, 1963 of Ireland
(the "Scheme").

Castlerise and Alltracel announce that Alltracel is today posting a circular to
Alltracel Shareholders (the "Scheme Document") containing, inter alia, the terms
of the Acquisition and the Scheme, an explanatory statement pursuant to Section
202 of the Companies Act, 1963 of Ireland, notices of the required meetings, a
timetable of principal events and details of the action to be taken by Alltracel
Shareholders.

To effect the Scheme, approval of Alltracel Shareholders at two court meetings
(the "Court Meetings") and an extraordinary general meeting (the "EGM") will be
required. The meetings will be held at Fitzpatrick's Castle Hotel, Killiney, Co.
Dublin, Ireland on 4 April 2008. The first court meeting will commence at 10.15
a.m., the second court meeting will commence at 10.30 a.m. (or as soon
thereafter as the first court meeting has concluded or been adjourned) and the
EGM will commence at 10.45 a.m. (or as soon thereafter as the second court
meeting has concluded or being adjourned).

The forms of proxy for the Court Meetings and the EGM (which accompany the
Scheme Document) should be returned to Computershare Investor Services (Ireland)
Limited at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate,
Dublin 18, Ireland no later than 48 hours prior to the commencement of each
meeting. If the forms of proxy for the Court Meetings are not lodged 48 hours
prior to the commencement of the Court Meetings they may be handed to the
chairman of the relevant court meeting before the start of the relevant court
meeting. The completion and return of a form of proxy for any of the meetings
will not prevent Alltracel shareholders from attending and voting at the Court
Meetings or EGM in person if they wish to do so.

It is important that, for both of the Court Meetings, as many votes as possible
are cast at them (whether in person or by proxy) so that the High Court may be
satisfied that there is a fair and reasonable representation of Alltracel
Shareholder opinion. Alltracel Shareholders are therefore strongly urged to
complete, sign and return their forms of proxy as soon as possible.

Copies of the Scheme Document may be obtained from Computershare Investor
Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford
Industrial Estate, Dublin 18, Ireland. The document will also be available on
Alltracel's website at www.alltracel.com.

Cancellation of admission to AIM

Alltracel hereby announces that, conditional on approval by Alltracel
Shareholders of the Scheme and the sanctioning thereof by the High Court, the
admission of its ordinary shares to trading on AIM will be cancelled with effect
from 8.00 a.m. on Tuesday 6 May 2008. It is anticipated that the last day of
dealings in Alltracel Shares will be Monday 5 May 2008.

Capitalised terms used, but not defined, in this announcement have the same
meaning as in the announcement issued in accordance with Rule 2.5 of the
Takeover Rules by Castlerise and Alltracel on 22 February 2008.

[danwaits] 12/3/2008 10:35

The date of the egm in Dublin should be announced this week. This forum is an ideal opportunity for unhappy shareholders to raise their objections to the proposed sale of the company. Anyone free to attend would be most welcome to contact me [e-mail]. Really sorry you're unable to join us Wes, many thanks for all your fine research.

[buywell2] 12/3/2008 10:28

When is the EGM ?

Here is a company which I suggest folks who have become fed up with AP. take a look at.

I have

[supernumerary] 11/3/2008 20:28

anybody who wants danwaits email address can find it as follows:

go to News
go to NewsMon
in the Keywords panel on the bottom right hand side, put in his nick: DANWAITS
then select 'Free Bulletin Board' in the news sources to be watched, and press Update

The last entry by him in the list you will get contains the original version of his post, with his email.

There, you can't say I put someone's email addy up without permission, can you?