Alltracel Pharmaceuticals Share Discussion Threads

[supernumerary] 01/4/2008 22:08

alimo - I would assume that if it's a headcount thing, they only have the number who attend the meeting, otherwise it's not a headcount. For the proxies, they will be able to vote the number of shares that their Discretionary Clients have put under their control ie 15,734,904. That is unless these clients have given contrary specific instruction on this matter, which I assume they have the right to do. However I doubt they'd have given Davy discretionary control if they wanted to exercise it themselves.

It seems increasingly seems to me that a postponement of this process would be the best outcome. It's all being handled in quite unseemly haste. Given that most of the opposition is coming from PIs and they are widely scattered (eg our Dutch colleagues, who may not, with all due respect, find it easy to get to grips with these complex documents), more time is clearly needed to allow a proper response.

I for one found it sufficiently difficult and offputting that I sold out my substantial holding at a loss rather than get involved in it, and you can certainly tell the court that.

[alimo] 01/4/2008 21:24

And so finally, it's up to us.

There is however another of these quirks that has come out of the woodwork from reading the Scheme Document - how many of us knew that Davy Corporate Finance through J & E Davy (Discretionary Clients) has 15,734,904 shares under their control. I don't remember their name coming into view on the RNS postings last year. So how does this affect the head/proxy count? Do they have only one proxy vote, or do they have say 150 "discretionary" head/proxy votes under their control. Can any of you give a lead on this?

[alimo] 01/4/2008 21:21

So, all is not lost.

Maybe there is that possibility that the 13% owned by Helium Fund only carries one proxy head count , and maybe the same applies to the other large holdings. This means that if all the small investors send in their proxies or attend and vote against, then there just might be enough of us to get a majority on the head count. If we win the head/proxy count but only get say 10% of the share count then the Scheme is rejected, and we win. If the proxys/heads who vote for the Scheme even have 90% of the voting shares, but less than 50% of the head/proxy count, they lose.

It's a pity this wasn't made absolutely clear in the Scheme Document. It's clear to a lawyer, but I don't think one of us got our heads round the jargon.

[alimo] 01/4/2008 21:17

I've had a chat with an Irish Takeover Panel official, who advises as follows concerning the voting at the Court Meetings on Friday. If you want to save Alltracel as a public company then as many shareholders as possible should vote against the Scheme, either by getting their proxy forms to Computershare Investor Services (Ireland) Ltd, POBox 954, Heron House, Corrig Road, Sandyford Industrial Estate,Dublin 18, Ireland by 10.15 am on 2nd April, 2008. If they miss this date then, especially if you live in Ireland, then turn up at the Fitzpatrick Castle Hotel,Killiney, Co.Dublin intime to attend the first Court Meeting at 10.15am on Friday 4th April. You can then give your Pink proxy form to the Chairman.

NOW THIS IS IMPORTANT: I'm told that the voting procedure for the Scheme to succeed is the HEAD COUNT of those attending, either in person or by proxy. To succeed this head count has to be a simple majority ie if there are 101 head/proxies in the first count, then to proceed to the next stage they must get 51 out of the 101 persons represented. If they don't get a simple majority then the Scheme cannot go through. If they do get the majority of persons voting, they must then get 75% of the voting shares - this part will probably be easy for them.

[alimo] 01/4/2008 16:07

I phoned Hargreaves Lansdown who hold my shares in a Nominee A/C and they said I couldn't vote by proxy personally, but they would inform Computershare Investor Services that my vote is against the Scheme. They have sent me a LETTER of REPRESENTATION to enable me to attend the Court Meeting and EGM on Friday.

Time is of the essence 4web and others who haven't sent in their proxy vote forms. Tomorrow 2nd April at 10.15am is the deadline if your not attending. You need to contact Computershare Investor Services by phone [phone] outside Ireland, or 014475441 in Ireland) to see if they will allow your proxy voting forms to be scanned and sent in by email. If they won't allow this or by faxing( by post is what the Document says) then you could post them by the quickest mail method you have, addressed to me (email me at [e-mail] and I'll reply giving my name) at c/o Fitzpatrick Castle Hotel, Killiney, Co. Dublin, Ireland, and hopefully I'll be allowed to present your Pink and Blue Proxys to the Court Chairman at the first Meeting at 10.15am.

I hope that many unhappy shareholders will turn up on the day. I wonder if the super share deals go beyond just the quoted few senior management, because if staff are being given shares in Hemcon to replace the Alltracel shares, then it must be only fair that affected management and staff/employees should not be able to vote, because of their conflict of interest. All cannon fodder for the High Court to consider!

I want the Scheme postponed, or stopped altogether, particularly because something as important as taking the company private to the exclusion of existing Shareholders, should be done completely in the open, by convening a General Meeting prior to the announcements to get soundings from shareholders
about a) whether a takeover to go private is necessary for the future growth of the Company and, b) if so at what price to suit all shareholders.

My real complaint is the "Independent Directors" have made it as easy as possible for Hemcon to afford the buyout. If they had to pay three times (it has cost us £65million to get this far) their present offer of £20.8million, would they have still been interested? They (our Directors) withheld precise news they said they would reveal in the 4th Qtr and by the year end (meaning 2007 and not 2008!!), and by doing so may have caused the already depressed share price to stay down, allowing Hemcon to come in with their rediculous offer of 14p, which is a buyout on the cheap. If the Scheme is stopped or postponed then the price may drop back to 9p. But I and many shareholders have confidence that when all the good 2007 and 1st Qtr news that at present is known only to the Directors and management is released, the price will go up beyond the 14p offer, because the market will see how undervalued AP. is, and buy. It's a pity the directors have lost their vision as leaders, and want to be led by Hemcon.

Hoping to see many of you in Dublin - must get transport to and from the Airport + accommodation fixed up. Sadly, I'll not be able to stay awhile and partake of all that's good about Ireland. It'll be odd making a visit and not having our usual bunch of rugby supporters there with me. Ahh those were the days! I survived, and have the T shirt! I wonder if the Court will even allow anyone to speak - I don't even know the procedures for the Meeting.

[coincall] 01/4/2008 12:58

buywell,

Probably because they already have the required % for the merger. Someone I spoke to this morning likened this merger with the RTD management takeover which also went to court.

[buywell2] 01/4/2008 11:17

Now the question is why

Why have all nominee account holders informed their clients that this is a MERGER ?

Also none of them have sent any voting forms for the EGM

[buywell2] 01/4/2008 11:15

All nominee account holders have sent this same info to their clients

Corporate Action Event Terms

Further to our recent correspondence we have received information that the merger between Castlerise and Alltracel has been approved.

As a result shareholders will receive GBP0.14 in cash for each Ordinary share of Alltracel Pharmaceuticals held.

The expected ex-entitlement date is 6th May 2008 , a pay date has not yet been announced therefore customers accounts will be credited upon recipt from our custodian

[06015197] 01/4/2008 10:45

Anybody from the thread attending the EGM on friday ?

[wes1] 01/4/2008 06:26

Loeb Partners doing a lot of buying recently

[wes1] 01/4/2008 06:22

Makes you wonder why brandon never had a word to say

he can be contacted here

[4web] 31/3/2008 19:56

thanks Jetje,
Will give you a call in the morning.
4web

[jetje] 31/3/2008 19:40

4web,
Go to your bank in the Netherland, they have received it. Sorry i haven't called you but it is very busy with the taxforms.

[4web] 31/3/2008 19:23

JC, haven't received anything from anyone... can I get it somewhere else? Or just ask computershare investor services?

Once I have it, I will manage probably.

Nice e-mailaddress huh... :-) don't worry you won't catch a cold.

4web

[06015197] 31/3/2008 17:13

Dan,
Quite right. Their ruse will not go unchallenged.

[danwaits] 31/3/2008 16:36

The Times journo Tom Lyons can be contacted at [e-mail]

I spoke to a number of financial journalists about AP. and whilst a number (after doing their own research) concluded that shareholders were being short-changed, they felt there was not sufficient interest to get an article past their editors (major publications). Unfortunately, I didn't speak to Tom Lyons - thought he was still at Newstalk radio in Dublin.

I took legal advice prior to selling my shares and I feel it's well worth while challenging this process in person. Bear in mind that the company are exploiting legislation which was never intended for a buyout of this kind and any High Court Judge will ensure that the legal process is fair and equitable.

[buywell2] 31/3/2008 16:30

Blimey web what a email address you have

Hope it's not catching

[06015197] 31/3/2008 16:16

4web,
You should have received forms from Computershare Investor Services. If you need help in filling them in, let me know.

[4web] 31/3/2008 16:09

JC, I haven't received any forms... did you sent them to me? If so, could you try to send them again through .....

[06015197] 31/3/2008 16:03

Interesting article in Sunday Times, in which John Nelligan is quoted. My undestanding is that the directors may be suprised by the strength of opposition to the proposal. Also even if the directors carry the day on friday, the shareholders will have their day in court.
The proverbial is begining to hit the fan and no matter how double sprung is Richardson's mattress; he won't be sleeping soundly just yet.
There are also other avenues being pursued in relation to wrongdoing within the company perpretated by current and former directors.

4Web, vote against the proposals by completing the forms already sent to you.

Be assured that progress is being made and even if we lose at every stage, it will prove a phyric victory for a number of the individuals involved in shafting the shareholders.

Judas lives and breathes within Alltracel House !

[buywell2] 31/3/2008 16:00

Another question is

Does the Irish high court need to be informed of the percentage of shareholders who have approved the scheme of arrangement ?

[buywell2] 31/3/2008 15:58

Scheme of arrangement
A scheme of arrangement is an agreement between a company and either the holders of its securities or its creditors. The arrangement has to be approved by a court.

Examples of when schemes of arrangement may be used include rescheduling debt, for takeovers, and for returns of capital.

Schemes of arrangement can achieve almost any required change and may be used when a re-organisation cannot be easily (or at all) using other mechanisms. For example, some British companies used schemes of arrangement to cancel the shares of all their smaller US shareholders, in order to escape the expenses imposed by the Sarbanes-Oxley legislation.

Schemes of arrangement can also be used to entirely eliminate very long term obligations. For example, insurance companies may use them to compel policy holders to accept a one-off payment in return for putting an end to future claims that might still arise on past policies.

When used for a takeover, a scheme of arrangement can only be used for an agreed bid, because the application to the court must be made by the company whose shares are being re-organised: the target. It does however have some advantages of the bidder: for example, either the scheme will be agreed or not, so the bidder does not risk being left with a large stake (perhaps even a majority stake) but not 100% ownership.

When used to reach a compromise with creditors, a scheme of arrangement can keep a company trading rather than being liquidated, which benefits both creditors (assuming it is worth more as a going concern than its assets would be) and shareholders.

[buywell2] 31/3/2008 15:55

The question I believe that should be asked is

What votes are needed(if any) , at the EGM on friday to approve the deal ?

[buywell2] 31/3/2008 15:54

Good question

I think the answer is no

The Irish management have played a blinder