Colliers Intl Share Discussion Threads

[scburbs] 20/2/2012 15:46

I think its more likely that the FS team are all on holiday! My experience of the takeover panel's new deadline based approach is that the deadline is very easy to extend! Presumably it has more effect in a hostile situation, but I suspect Colliers UK would just agree to an extension if necessary.

Of course when they are risking so little you wouldn't think they would invest that much time/cost in due diligence! (although if the refinancing isn't being sorted at the same time then they would be taking on materially more risk).

[joeblogg2] 20/2/2012 13:17

Are they waiting for Canada to open to issue rns?

[jojo_jo] 20/2/2012 10:55

It is only the announcement of the discounted offer which is holding the price down at this level (which no doubt was the intention). On 24/01 Colliers said they had received an approach at a discount to the then share price (around 1.5p), so a figure was clearly suggested to the BOD, which they did not share with the remaining, majority of shareholders. 30% is a very significant discount, so I assume 1p/share is the price touted at that approach. An apallingly low price and one which will easily and certainly be trumped by other recent stakebuilders, who are clearly interested in bidding for Colliers UK. They are just waiting for FS to show their hand. The deadline for this is tomorrow.

Ignore any recommendations from self-interested directors who have got us to this disgraceful situation - wait for the bidding war. It's coming!

IMPO/DYOR.

[loverat] 20/2/2012 05:16

So, looks like the carpet baggers and their stooges have to announce an intention to make an offer or not by COP tomorrow.

Let's see how they play one out.

Hopefully an announcement that they're not and resignation by the directors who have brought to this company to this stage and for possible collusion against the interests of the majority shareholders.

[jojo_jo] 15/2/2012 21:00

Remember!
Georg Muzicant (Colliers Austria) has recently bought at 1.16/1.2p so that HAS to be his minimum bid.

Strategically his 10% is a good holding level to launch a takeover bid, although I believe there will be mutiple rival bids from smaller holders and non-holding companies, some looking for a very economic way of expanding, others looking for a very cheap listing/rto vehicle.

Accordingly no-one should be selling now, below 1.16p.
It may end up going for only £3m - £5m (ie. 2p - 3p /share), a ridiculously low price - but still a lot higher than where we are now.

There's a lot of ready made infrastructure here for a would-be acquirer. There's a high profile business name and a (mostly) excellent workforce. It would cost many millions to put a company like this together from scratch.

Don't get pressured to sell out on the cheap. This has some way to go yet!
IMPO/DYOR.

[jojo_jo] 15/2/2012 19:19

I don't know where the trading update is or why it has not been released yet?

What's the procedure for contacting the NOMAD here?

In the meantime sit tight, and wait for a concrete bid from FS, which will open up the floodgates for several counterbids, imo.

IMPO/DYOR.

[jojo_jo] 09/2/2012 19:43

Looking at the Cosalt thread, it seems that a group of investors holding around 25% of the stock (votes) are going to put the block on Mr Ross's plans to get Cosalt for (virtually) nothing.
Like I've said, don't be bullied into selling cheaply to First Service. Wait for the bidding and only give your share up when you have to.
NEVER vote in favour of the FS takeover. Ignore self-interested directors who just want to save their jobs. They have probably been hoodwinked too, because I doubt FS would leave this business in the hands of a BOD who had overseen such a collapse in shareholder value. No other big company in this space has performed so badly over the last 2 years!
Customers don't seem to want to take the advice of the management, so why should shareholders?

IMPO/DYOR.

[jojo_jo] 08/2/2012 12:23

Yes, have been looking ar Cosalt for a few months. Despite going 'unconditional' at 0.2p, it is now trading at around 10x that, ie. 2p. Ross the offeror has 'scared' some shareholders into giving him their stock for peanuts, and now he's changed tack and is pushing the shares up for a massive profit (and a virtually-free company with a good future)
PMG was similar and ended up moving from 0.7p to 38p!!

It just confirms my view that no silly offer should be prematurely accepted - even after going unconditional. ALWAYS wait until the game finishes playing out completely. Like Ross at Cosalt, FS here are trying to steal our company. They won't be having my shares - well not for less than 5p, and even that's too cheap really!

IMPO/DYOR.

(There's a good example of the kind of letter we should be writing to the TakeOver Panel and FSA on the Cosalt thread too).

[wakeland] 08/2/2012 10:01

Strange goings on at Cosalt today, they are in a similar position to Colliers.

[jojo_jo] 07/2/2012 14:28

UBS now holding to the tune of 4.26% as of yesterday, so they're expecting a higher price to be achieved.
IMPO/DYOR.

[jojo_jo] 07/2/2012 10:25

Don't know why anyone's selling at these prices. Georg Muzicant (Colliers Austria) has recently bought at 1.16/1.2p so that has to be his minimum bid. Strategically 10% is a good holding level to launch a takeover bid (although there will be rival bids from non-holding companies imo).
Accordingly no-one should be selling below 1.16p, minimum. It may end up going for only £3m (ie. 2p/share), a ridiculously low price - but still a lot higher than we are now.
IMPO/DYOR.

[jojo_jo] 05/2/2012 12:29

So 3 of the directors appear to be supporting FS. Big deal- I own more shares than 2 of them and there are probably others on this thread with as many as Ritblat. He's going out to pasture after overseeing this debacle (an inglorious end to his career), and one of the others is probably the FS insider. It means nothing. Horrell hasn't signed up, neither have most other board members, and they don't hold a lot of stock anyway. First Service are LESS likely to keep them in place than a mostly foreign speaking firm like Colliers Austria. Their jobs are more secure with the Austrians than they are with FS imo.

The Austrians are absolutely certain to offer more than FS, and the highest bidder wins, simples. There is no reason for 'outsider' shareholders like us to consider anything but the highest bid, unless an offer is made in shares or partly in shares, in which case there is the chance of recovering losses subsequently. This is unlikely, so the best price offered is the ONLY consideration for shareholders. The opening 'bid' may not be very high, and only value the company at £3m. But there will be others, I'm certain. It's a real bargain price.

Ignore the (self-interested) directors recommendations, as there is no incentive to accept anthing but the highest price.
Wait for the highest bid to come in.

IMPO/DYOR.

[loverat] 04/2/2012 10:30

The thing I wanted to ask readers here is whether there are any company law specialists among you or someone who knows a bit about the duty of directors to shareholders in listed companies.

I may have previously mentioned the Irish Life and Permanent situation where the directors of the company have allegedly coluded with the Irish Government in unnecessarily diluting their shareholders to oblivion. That case is currently being heard in the Irish High Court and shareholders are challenging the theft of their investment. The other scandal I mentioned was London Asia Capital where the previous CEO acted against the interests of the majority of shareholders. There are many other examples besides - but often in foreign registered companies.

Anyway what I would like to know is what rules are in place to deal with situations where a board of directors act against the interests of the majority of shareholders (on behalf of a minority shareholder) and cannot give a reasonable justification for doing so.

Thanks in advance.

[loverat] 04/2/2012 10:00

I suspect if FS succeed, Sir John will probably be retired off with a fat payoff. End his long and distinguished career on a 'high' - at least in financial terms.

As for Horrell, he still has a few years of his career left. I wonder if this scandal, if and when it fully unfolds, follows him around in the years to come. However this turns out, it seems increasingly likely that the current management will go down in AIM history as one of the most appalling in recent years.

It is a classic case study but one which has possible similarities with the shambolic and unethical behaviour you might expect to see in a fraudulently conducted AIM listed company. That's why in due course a wider audience will be interested to read the story of how these previously distinguished and reputable directors have failed so miserably.

[wakeland] 04/2/2012 09:19

Yes but the rns at 16:10 confirms that the directors have thrown their lot behind first service, so looks like their jobs are secure after all. I do hope that Mr Muzicant is prepared to see this through, it would be nice to salvage something out of this disaster but the best bit would be if Georg sacks Sir John, shows him the door and tells him to sling his hook.

[jojo_jo] 03/2/2012 16:25

Mr Muzicant of Colliers Austria now holds 14,725,000 as thought.
He's building quite a sizeable holding now. Looks certain to be preparing for a knockout bid, rivalling anthing FS put on the table.
IMPO/DYOR.

[jojo_jo] 03/2/2012 09:49

MMs dropped price (on a single buy !?)
They're obviously looking for cheap stock to balance yesterday's late big buy, presumably by our Austrian stake-builder.

The Austrian's bid must be greater than his highest price paid, so it looks like it has to be 1.2p or higher. I can see it ending up much higher. Silly to sell for less than 1.5p now, imo.

When the bidding war begins in earnest, this will quickly jump to 3p/4p plus.

IMPO/DYOR.

[jojo_jo] 02/2/2012 22:05

Very bullish late day shareprice action.
It also looks like our Austrian friend has added another 1.5m/1.75m.
Great news.

IMPO/DYOR.

[jojo_jo] 02/2/2012 14:37

Another point:
If Mr Muzicant bought yesterday at 1.2p, as seems likely, he must offer at least that for the remaining stock. Now that's a decent safety net from where I'm standing. Nobody in their right mind is going to sell out for an offer below this, surely. First Service are going to have to beat that, at the very least.

IMPO/DYOR.

[jojo_jo] 02/2/2012 14:05

Our Colliers Austria friend still quietly gathering up those shares.
He now has at least 13,225,000. Perhaps he'll pick up today's sales at the close again. It looks likely.

All those waiting in the wings are just waiting for FS to show their hand. Mr Muzicant looks keen to bid regardless and is preparing the ground, with close to 10% of the shares, and growing.

IMPO/DYOR.

[jojo_jo] 02/2/2012 11:47

There should be several years of usable tax-losses available to a trading company who takes it over. This will not be available until profits are achieved if it remains stand-alone, but will be available to a company which incorporates the business with its own, eg. a company with taxable profits which reverses into Colliers. This could be quite substantial, perhaps in excess of £5m worth of tax savings for a savvy acquirer. Accordingly at £5m the company could be, effectively, had for free.

IMPO/DYOR.

[jojo_jo] 02/2/2012 11:39

That may be the case, but they are reducing the level of draw-down, and remain within limits agreed by the banks, who must consider them 'good for it'.
There is no guarantee that FS will eliminate this debt. They may endeavour to trade their way out of it. I believe anyone taking it over would, for the most part, trade their way out of it. The banks may have to let Colliers trade their way out.

Things were improving as of Summer 2011, with the Chairman predicting break-even in H2...

HALF YEAR RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2011

Colliers International UK (AIM: COL), one of the leading commercial real estate consultancy groups in the UK, announces its half year results for the six months to 30 June 2011.


Financial highlights:
-- Group revenues up 2% to GBP31.02m (2010: GBP30.33m)
-- Operating loss (before exceptional items) of GBP3.47m
(2010: loss of GBP3.05m as restated)
-- Loss before tax of GBP3.99m (2010: GBP5.14m)


Operational highlights:
-- Recruitment of senior individuals in key growth areas
-- More client facing organisation
-- Increasing levels of cross-selling and referral of instructions
-- Improving number of opportunities for new business pitches


Commenting on the results, Sir John Ritblat, Chairman said:

"We have restructured, refocused and rebranded our businesses. I remain confident about our medium and longer term prospects"

For further information, please visit www.colliers.com/uk or contact:


Colliers International UK plc Tavistock Communications
020 7344 6706 020 7920 3150
Sally Hooker Simon Hudson / Amy Walker

Panmure Gordon
020 7459 3600
Tim Linacre / Fred Walsh


CHAIRMAN'S STATEMENT

Earlier this year, I commented that, following a return to revenue growth in 2010, we were looking forward to improved economic conditions from which our business would be a substantial beneficiary. However, growth expectations for the UK economy have since been downgraded and the outlook in the short term remains clouded although I remain confident about our medium/longer term prospects.

Results

Group revenue for the six months to 30 June 2011 was GBP31.02m representing a 2% increase on the comparable period last year (GBP30.33m). Operating expenses, excluding exceptional items, were 4% higher at GBP34.82m (2010: GBP33.56m) as we continued with our planned recruitment programme. As a consequence, the Group's operating loss before exceptional items of GBP3.47m was higher than the equivalent figure last year of GBP3.05m.

Exceptional items include a profit of GBP0.62m on the sale of the Group's 24% shareholding in associated company Paladin Group Limited which was completed in June for an initial consideration of GBP0.69m with a potential further deferred payment of up to GBP0.31m dependent upon the trading performance of Paladin in its year ending 31 March 2012. This exceptional profit has been offset by re-organisation costs of GBP0.57m as we continue to rationalise certain areas of our UK business. Group loss before tax was GBP3.99m, down from GBP5.14m in the previous year. Basic and diluted loss per share was 2.45p (2010: loss of 3.39p) reflecting the reduced loss for the period.

Since the end of the half year, our markets have continued to be impacted by the wider economic environment. The riots in various cities in August also introduced additional temporary uncertainties although these now seem to be behind us. Overall, we now expect our businesses to break even in the second half of the year although this will result in an operating loss for the full year. At a pre-tax level, the absence of various exceptional costs incurred in the second half of 2010 should result in a much reduced deficit position.

IMPO/DYOR.

[scburbs] 02/2/2012 10:46

JoJo_Jo,

Perhaps you are not seeking to mislead, but some of your statements are a touch loose from a factual perspective!

"The word refinancing is misleading (intentionally?) as the vast majority of the debt is long (over one year out)"

"They are clearly paying their instalments/interest as agreed, in timely fashion. So therefore by definition it is quite manageable."

Most of the debt is in the form of a revolving credit facility which is due for repayment on September 2012. There are no instalments and because it is a revolving credit facility they are effectively paying the interest by making additional draw downs on the loan! In the year ended 31 December 2010 they borrowed a further £4.75m. In the six months to 30 June 2011 they drew down a further £3.75m.

So most of the debt is due in less than 1 year, there are no instalments and the debt has increased rapidly over the last 18 months as they pay interest and operating losses by increasing borrowings under the revolving credit facility.

This is a factual description of the situation. I would love the banks "supportive" (chairman vote of confidence) stance to translate into an agreed refinancing deal so they can tell First Service to go away or make a decent offer.

[jojo_jo] 02/2/2012 10:30

-(Dup.Post)

[jojo_jo] 02/2/2012 09:42

I'm not misleading anyone. Never have. The last update does not call for any immediate re-financing. It may be required in due course if they can't pay down debt in an orderly fashion, but they certainly appear to be meeting their repayment/covenant obligations.

They are clearly paying their instalments/interest as agreed, in timely fashion. So therefore by definition it is quite manageable. The banks remain supportive, so are clearly content with existing arrangements. They have not requested pay-down.
Accordingly refinancing is not presently an issue. A business plan which returned the business to a small profit, or break-even would ensure it never became an issue. The fact that the bank debt is long gives them or their new owner time to make the necessary changes.

Further investment is certainly not required, more the opposite. A well-placed surgeons knife, cutting a few million pounds worth of surplus fat, to create a lean, profitable company is the answer imo.

I have had some dealings with Colliers in the past, and have never understood why they never charged an upfront fee (perhaps subsequently refundable) for property sales/marketing services. Their main rivals Christie & Co. do so, and remain the biggest players in their sector. Also I noted that following the Colliers International rebranding things quickly deteriorated (the web-site didn't work properly, etc). It looks like there were integration problems which took time to resolve, and now seem to have been. In the meantime customers have probably gone elsewhere. A lot of their customer-vendors are also their customer-buyers, so a good shopping/buying experience leads to more vendors (who frequently use the same agent who sold them the property). This is just one aspect of their business, and based on my personal experience of it. It is very easily remedied.

IMPO/DYOR.