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CFT Chieftain Grp

210.00
0.00 (0.00%)
16 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Chieftain Grp LSE:CFT London Ordinary Share GB0001919710 ORD 5P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 210.00 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 210.00 GBX

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Posted at 31/10/2008 15:42 by hywel
Thanks Gengulphus, yeah because of the big spread on CFT i guessed it was marginal.

RNS today:
Cancellation of Chieftain Shares
By 1.00 p.m. London time on 30 October 2008, Redhall had received valid acceptances of the Offer, in respect of ordinary shares of 5p each in the capital of Chieftain ('Chieftain Shares'), from, in aggregate, the holders of 7,787,037 Chieftain Shares (representing approximately 88.90 per cent. of the existing issued share capital of Chieftain).
Accordingly, now that the Offer has become unconditional in all respects, as set out in paragraph 14 of Part II of the Offer Document, Redhall has arranged for Chieftain to make an application to the London Stock Exchange for the cancellation of trading in Chieftain Shares on AIM. It is anticipated that such cancellation will take effect at 7:00 am on 1 December 2008.
Posted at 24/10/2008 10:01 by gengulphus
hywel,

Current offer price for the shares is 208p. Add another 1.04p for stamp duty and you have to pay 209.04p, leaving a magnificent 0.16p profit to be made per share. That's less than 0.1% - around a week's interest on the money - and you've still got to pay your broker's commission... As the typical payout period from the offer going fully unconditional is about 2 weeks, you'll do better keeping your money in the bank!

And note that even if your broker can get a price decently inside the spread (which I suspect is unlikely at this stage), the offer has not yet gone fully unconditional. That means that there is a risk that it could still come unstuck on one of the other conditions - almost certainly a very small risk, but nevertheless a risk... So even if you can get significantly more than that 0.16p per share by buying at say 205p, be aware that it's not entirely risk-free. You might of course be willing to take that risk, but make certain you're OK with the consequences if something goes wrong and the deal falls through at this late stage.

E.g. I've done some buying myself in the last few weeks back, at prices around 200-207p. Those purchases were going to roughly break even (buying at 207p) to make a small profit (buying at 200p) if the deal went through - but importantly, if something went wrong, I was (and still am) entirely happy to have bought the shares. If that were to happen, the share price would of course fall - I'm quite realistic about that! - but I would be happy to hold the shares. If I didn't feel that way, I would not have done the buying...

Gengulphus
Posted at 12/10/2008 19:15 by davidosh
featured in the FT yesterday..




Shares in Redhall, the Aim-listed specialist engineer, have held up well this year, enabling the company to continue on the acquisition trail. Last week it announced a recommended bid for Chieftain, a smaller Aim-listed group providing engineering services to the marine, petrochemical and power sectors. It is offering 209.2p a share in cash, a premium of 9.5 per cent to Chieftain's share price on September 18, when news of the approach surfaced. Redhall is also raising £20m through a placing at 245p a share to fund the deal, which values Chieftain at £18.6m. Chieftain is for sale because Bill Taylor and Peter Wardle, who have led the board for 23 years, want to retire and sell their interest in more than 30 per cent of the equity. Redhall believes the acquisitionwill boost its capability as a niche UK engineering services group. The deal will improve its access to the nuclear marine sector and enhance its prospects in the oil and gas industry. It might also point to further consolidation among Aim companies.



I must admit looking at some of my Aim stocks with solid businesses on p/e ratings of around 2 to 6 it is not difficult to expect further consolidation and at this moment in time I am very much thinking that accepting the deal on Thursday if there is no counter bid by then is the way to go and re-invest before the next deal is announced....Save for the fact that I will expect a huge premium on a company trading on a p/e of three. CFT still has huge potential but in these markets the retiring directors probably are taking a safe exit.
Posted at 07/10/2008 09:49 by davidosh
I am sure that 40p or so of the cash could have been handed back to shareholders this year at CFT without any distress to the business. It therefore suggests that the earnings flow is being bought for closer to a fwd p/e of 9. I still think they are getting a bargain and would be a buyer of RHL if they go below £2 if the deal is accepted.
Posted at 03/10/2008 11:13 by wilmdav
The circumstances of this offer strike me as similar in some ways to those surrounding Infosys's recent recommended bid for Axon (AXO), which was also deemed too low by ADVFN holders (including me). In that case a scheme of arrangement had been utilised as the mechanism.

Soon after the bid there were press reports that AXO had been putting feelers out for a bid for months, suggesting that 700p might be acceptable. Ultimately the best they could get was 600p from Infosys, which was 'irrevocably' accepted by the directors. It soon became clear that 'irrevocably' did not mean quite what it seemed and that the recommended acceptance was a means of flushing out a competing offer which duly arrived from HCL a few days ago. AXO altered their recommendation to accept the higher offer. The current share price suggests that the market expects Infosys to trump it.

It is hard to imagine that CFT's directors are thrilled by Redhall's offer, but it is conceivable that it was preceded by a similar behind the scenes process as occurred with AXO. However, in this case the market has not even marked the price up to meet the offer, which presumably reflects an expectation that shareholders will reject it - but that no competing offer will be received.

Whether there is any truth in this hypothesis or not, the directors have indicated by their recommendation that they would prefer to sell out, even at the offer price. In these circumstances, if the market fails to signal prospects for a higher bid, I might find acceptance preferable to the thought of a business being run by people who don't actually want to be there.
Posted at 01/10/2008 14:32 by gengulphus
Lets hope we get a low level of acceptances in the first instance. Presumably we have to reject the offer with our broker as they usually say that for a recommended bid in the absence of any instructs they will vote for it on your behalf.

I hope they actually say that in the absence of instructions, they'll accept it on your behalf if it's a normal offer or vote for it on your behalf if it's a scheme of arrangement. Otherwise, whoever wrote the text concerned doesn't know what they're talking about!

But assuming they've used the right language, it just means that you've got to actively instruct them not to accept (or to vote against in the case of a scheme of arrangement).

I'm not sure if I have seen an option which just says - I'll wait and see but not accept at this stage.

That's basically what not accepting is. With a normal offer, you either accept or you don't - you never actively reject it. In particular, if you hold shares directly as certificates, the company sends you the takeover documentation and an acceptance form. If you want to accept, you return the acceptance form with your share certificate; if you don't want to accept, you do nothing. You don't return the form with an "I'm rejecting this offer" box ticked - you can't, there is no such box! If you hold the shares in a nominee account, then (assuming the normal case of a "pooled" nominee account) your broker returns such a form to the company accepting the offer with respect to however many shares their customers have accepted the offer for. Shares held by other customers who haven't accepted the offer don't get mentioned.

Just wondering if voting against it has any implications for ones ability to deal in the stock in the mkt ( where you say if you accept you are then precluded from dealing if rumours start boosting price ? )

Assuming you mean "not accepting it" rather than "voting against it", no, there should be no such implications. Accepting the offer leads to the shares going into escrow because of the contractual commitment involved - if the conditions of the offer become satisfied, the broker must deliver the shares to the bidder, so they have to ensure that the shares remain available. The shares then stay in escrow until either the offer goes unconditional and they're transferred to the bidder, or the offer lapses or is withdrawn or you successfully withdraw your acceptance, in which case they're returned to you. (It's basically the equivalent of returning your share certificate with the acceptance form.)

If you don't accept, there's no contractual commitment that the broker has to adhere to and so no reason why the broker has to ensure the shares remain available by putting them into escrow.

With voting on a scheme of arrangement, there's no need to return a share certificate with the voting form if you hold the shares directly as certificates - basically, if the shareholding drops because of a sale before the vote is taken, the registrars will reduce the number of votes accordingly. And there is no basic need for shares to go into escrow for votes for any electronic account that holds only your shares (i.e. a sponsored CREST account or the rather uncommon individually-designated nominee accounts) for the same reason.

However, for pooled nominee accounts, there are some administrative difficulties with making certain that the right total numbers of votes get cast if the customers can sell the shares between the time the broker sends the votes to the company and the time the vote actually takes place, so the broker might put the shares into escrow for that period. The other case where they're likely to go into escrow is if the scheme of arrangement offers a choice of some sort - e.g. between receiving cash or shares in the acquiring company. When that happens, if you make one of the non-standard choices, a pooled nominee account holder is likely to put the shares into escrow to avoid adminstrative difficulties. (As an example, suppose the broker has two customers who own shares in the company, each owning 1000 shares, and the scheme gives shareholders cash unless they elect to take shares in the bidder instead. Customer A elects for shares, customer B doesn't. So the broker sends the company an election for 1000 shares out of the 2000 total in the nominee account to receive shares instead of cash. If customer A were then to sell their shares before the scheme had gone through, and the timing was wrong for the broker to change the elections, the broker is liable to receive shares for the 1000 shares still in the pooled nominee account, but to have customer B expecting to receive cash...)

For a normal takeover offer like this one, though, the situation is simple: if you accept, your shares are likely to go into escrow; if you don't accept, they're not.

Gengulphus
Posted at 01/10/2008 12:06 by gengulphus
dpaccount,

The first thing to understand about takeovers is that there are two very different types: normal takeover offers and schemes of arrangement. This is a normal takeover offer.

In a normal takeover offer, the bidder is basically offering to buy your shares from you at a given price (209.2p in this case), subject to a number of conditions. If you accept and the conditions all become satisfied (known as the offer going unconditional), you've sold your shares to the bidder. That's basically a contractual sale between you and the bidder that comes into effect on the later of the date you accept and the date the offer goes unconditional. And as with any other contractual sale, it is not subject to a vote by the other shareholders - it's basically between you and the bidder.

The conditions of a normal takeover offer always include an "acceptance condition" that says that the contractual sales won't come into effect until the bidder has received enough acceptances. The bidder can choose what level to set it at, subject to one constraint: it must be high enough that if it comes into effect, the bidder will end up with more than 50% of the shares and so will get operational control of the company. (That basically means that they can then force through any ordinary resolution at company general meetings. However, resolutions that have more serious impacts on shareholders generally have to be special resolutions, which require 75% "yes" votes to pass - so to get full control of a company, a bidder has to acquire 75% of the shares. Most bidders want to get full control.)

So what happens if you don't accept? The immediate answer is "nothing" - you keep your shares and the bidder doesn't get them. If the bidder doesn't get enough acceptances to reach their acceptance condition, or if one of the other conditions fails to be met (normally, they're regulatory matters and conditions that the company being acquired doesn't strip itself of value, e.g. by paying out a massive dividend before the offer goes through), they don't buy anybody's shares. If they do get enough acceptances and the other conditions are met, then the bidder buys the shares of the shareholders who accepted, but not those of the shareholders who didn't accept. Either way, the shares of the shareholders who didn't accept don't get bought.

In other words, the level of acceptances acts like a vote in one respect: if it doesn't get high enough, it prevents anything from happening. But it doesn't act like a vote in another respect: if it does get high enough, it doesn't force shareholders to sell their shares. It's therefore not really a good idea to think of it as a vote.

However, that's just the immediate answer. There are three further things that can happen.

The first is that a bidder who gets operational control (i.e. more than 50% of the shares) gets the ability to do quite a few things that the remaining shareholders won't like. For example, they can refuse to recommend the payment of dividends. Generally speaking, though, the things they can do are reasonably limited.

The second is that the bidder who gets full control (i.e. at least 75% of the shares) gets the ability to do a lot more things that the remaining shareholders won't like. One very important one that a bidder who gets full control almost always does is delist the shares from the stockmarkets they're on. Owning shares that you cannot sell because they're not listed on any stockmarket isn't very attractive, so this generally places a lot of pressure on any shareholders who are still hanging on to their shares to change their minds and accept.

The third is the compulsory purchase rules of company law. They say that if a bidder gets at least 90% acceptances from other shareholders, they can compulsorily acquire the remainder at the offer price. (The "other shareholders" part means that if the bidder has already got N% of the shares before they bid, they've got to get 90% of the other (100-N)%. If you work it out, that means that they actually need (90+N/10)% of the shares before they can compulsorily purchase the rest.)

This offer has used a fairly common formula: they've set the acceptance condition at 90%, but reserved the right to change it. I.e. they're trying in the first instance to go all the way up to being able to compulsorily purchase any remaining shares and so get 100% ownership of the company (the most satisfactory outcome for a bidder, as it relieves them of a number of costs - for example, the cost of sending reports on the company to the remaining shareholders twice a year). But if they don't get that level of acceptances, they might well revise the acceptance condition downwards. In particular, if they get between 75% and 90% acceptances, they're quite likely to revise it down to 75%, because by doing that, they can bring the sales into effect, get full control of the company, delist it and probably get enough further acceptances to go over 90% from shareholders who would prefer to continue to hold the shares, but not at the expense of not having a market for them.

One other thing to say is that the Takeover Code requires an offer to remain open for at least a fortnight after it goes unconditional. So there is no hurry to accept an offer before it goes unconditional - about the only reasons I know of for doing so are if you reckon it's a good offer and want to increase the chances of it reaching its acceptance condition, or you're not going to be able to deal with it later and don't want the hassle of giving someone a power of attorney to do it for you, or for some reason it's important for you to get the money as soon as possible after the offer goes unconditional.

And there are a number of good reasons not to accept before the offer goes unconditional - in particular, accepting before then will result in your broker putting your shares in escrow, where they are still yours but not under your control. That prevents you from selling if the market happens to offer a higher price (e.g. because of rumours of a competing offer) or accepting a competing offer if one comes along. (You might be able to get them out of escrow by withdrawing your acceptance, but that is dependant on exactly what the offer says about being able to withdraw acceptances, and also takes time - important if e.g.rumours of a competing offer get squashed before you can get your shares out of escrow...)

The net result is that my normal procedure with takeover offers is:

* Watch the RNSes carefully to make sure I know what stage of the process the offer has reached.

* Before the offer has gone unconditional, I almost certainly don't accept.

* If the offer has gone unconditional but not reached any of the other milestones, I probably do accept if I think it's a good offer, but probably don't if I think it's a poor one.

* If the offer has reached the point where the bidder has got 75% of the shares and has said they're going to delist the shares, I almost certainly do accept. Becoming trapped as a minority shareholder in an unlisted company is not a happy situation, and it can happen - the takeover of Canary Wharf by Songbird Estates some years back is an example. It would have to be a very good company indeed for me to reckon it was worth risking that...

* If the offer has reached the point where the bidder is compulsorily purchasing the remaining shares, I certainly accept - all hanging on any longer can do at that stage is delay receiving the money for another month or two while the legalities of compulsory purchase go through.

As a holder via a nominee account, do I still get a chance to vote?

No, because no shareholders get the chance to vote (that is, no Chieftain shareholders - Redhall shareholders do, because the acquisition is big enough relative to Redhall to require approval from their shareholders and not just their directors). You do get the chance to accept the offer - your broker will communicate with you and ask you to say whether you want to accept. They'll normally want a response by about a week before the "closing date" the company has announced for the offer - that basically allows them to collate the acceptances of their customers and get the total number of acceptances to communicate to the company, in good time to ensure that the company's date isn't missed.

Don't take the phrase "closing date" too seriously. A bidder who thinks their offer has a decent chance of going through will normally extend it to try to get a higher level of acceptances and go unconditional - basically, all the first closing date means is "we won't declare the offer as having lapsed due to insufficient acceptances before this date". If the bidder extends the acceptance date in that way, your broker should tell you and give you another chance to accept. If they don't, then the offer hasn't gone unconditional and you wouldn't have got it anyway - unless your acceptance would have made the difference to meeting the acceptance condition.

And if the offer does go unconditional, they've got to extend it for at least a fortnight. What happens then might depend on your broker - I think I've heard that some nominee brokers automatically accept unconditional offers on behalf of their customers unless given specific instructions not to - but whatever way it is done, you should get the chance to take the now-unconditional offer.

Finally, for completeness, none of the above applies to a takeover done by a scheme of arrangement. That involves the company restructuring itself, in away that basically redeems the company's existing shares for a fixed price, using the funds supplied by the bidder, and reisuuing them to the bidder. It doesn't involve contractual sales between the bidder and the individual shareholders, so doesn't involve acceptances at all. It will involve conditions, and one of those conditions will be the passing of a special resolution by the company's shareholders - such a resolution is required because the company is doing something fairly drastic to itself. So a takeover done by a scheme of arrangement does involve a vote, which has to be passed with at least 75% yeses for the scheme to come into effect. And if it does come into effect, it is binding on all shareholders - i.e. it's a true vote, with failing to pass meaning nothing happens and passing meaning that all shareholders lose their shares and get the offered amount instead.

But we're not dealing with a scheme of arrangement here, and so no vote by Chieftain shareholders is involved.

Gengulphus
Posted at 19/9/2008 16:17 by simso
On the one hand, it is a little surprising that anybody can easily raise the finance for a cash bid for any other company. Also interesting to see the share price completely underwhelmed by the news, almost as if it doesnt believe it will happen
Posted at 19/9/2008 15:47 by davidosh
The announcement did not have to be made as there has been NO share price movement on a day when the rest of the market (banks and big caps generally) are up 8%. Begs the question why say anything at all until completely a done deal. Maybe there is a reason for flagging this up now !?

My advice FWIW would be hold on tight until we hear more and hope for a counter bid as there must be a number of larger players that would want the security of the large order book and future potential we all have been patiently waiting for.
Posted at 07/9/2008 13:10 by veryniceperson
Well I have held them now for 7 years. Got 10ks worth and hope to pay a large chunk of my mortgage in 2 or 3 years time. If the country wasn't in the economic woes as it is now David, what do you the share price would be a the present time.
Chieftain share price data is direct from the London Stock Exchange

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