Share Name Share Symbol Market Type Share ISIN Share Description
Constellation Healthcare Technologies LSE:CHT London Ordinary Share USU210051004 CMN SHS USD0.0001 (DI/REG S)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 213.50p 210.00p 217.00p - - - 0.00 05:00:10
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Health Care Equipment & Services 52.1 7.7 7.5 24.3 195.05

Constellation Healthcare Share Discussion Threads

Showing 1226 to 1249 of 1250 messages
Chat Pages: 50  49  48  47  46  45  44  43  42  41  40  39  Older
DateSubjectAuthorDiscuss
23/1/2017
18:46
There is no way of claiming back 15% tax withheld. You can use it as a foreign tax credit to offset any gains in the UK. The dual treaty takes the 30% down to 15% so if for any reason you are charged 30% then as a U.K. Taxpayer you are entitled to a refund of 15%.
hrundibakshi
23/1/2017
16:25
And that is what they are relying on. No clarity on how you go about claiming it at the beginning of next year. IRS must love it.
gary1966
23/1/2017
15:11
Sorry my mistake/mis-understanding - now I can see why investors bailed out - better to have the authorities chase you for tax than trying to reclaim it!
gargleblaster
23/1/2017
14:26
Hi this is Charlie from Redleaf. I have clarified the legalese in the RNS. Basically, if you are a UK based shareholder that filled in the proxy form then you will receive your money net of 15% withholding tax - which you can claim back at the end of the year. If you are non-UK based or did not fill in the proxy form then you will pay 30% - but basically, read pages 33-34 and 65-69 and also seek professional tax advice (as i am not a tax expert)
2chalk
23/1/2017
14:26
Now you know why I am confused.
gary1966
23/1/2017
14:20
Page 34 of proxy Reads to me you will be withheld 0.33 USD regardless at source - before any UK taxations that might arise. But happily proven wrong here
actofwill
23/1/2017
14:16
Shareholders will be regarded for US tax purposes as receiving a portion of the Acquisition Price per Common Share ($1.74 of the cash Acquisition Price and the $0.43 in Promissory Notes, totalling $2.17 per Common Share) in redemption of a portion of their Common Shares (“Redemption Consideration”) and the remainder of the Acquisition Price ($1.19 per Common Share) as consideration for the sale of the remainder of their Common Shares (“Purchase Consideration”). In the case of any particular ultimate beneficial owner, the Redemption Consideration may be treated as gain from the sale of Common Shares or as a distribution on the Common Shares, potentially taxable as a dividend, depending on whether the ultimate beneficial owner of the Common Shares is considered to have terminated or meaningfully reduced such beneficial owner’s equity interest in CHT following the Acquisition, taking into account certain constructive ownership rules that attribute stock to related persons. Because it is not practical for CHT to ascertain whether or the extent to which any particular ultimate beneficial owner of Common Shares may be treated as owning an equity interest in CHT following the Acquisition under the constructive ownership rules, CHT and Capita intend to treat all of the Redemption Consideration payable to Non US Holders as subject to the US withholding tax rules generally applicable to dividends. Under these rules, the Redemption Consideration payable to a Non US Holder generally will be subject to a 30 per cent. withholding tax (amounting to $0.65 per Common Share), subject to reduction under the terms of an applicable income tax treaty (generally to 15 per cent., amounting to $0.33 per Common Share, or zero in the case of certain qualified pension schemes). A Non US Holder that has in fact terminated or meaningfully reduced such owner’s equity interest in CHT following the Acquisition and can establish that fact may be able to obtain a credit or refund of the withheld tax by filing a return with the US Internal Revenue Service after the end of the taxable year in which the Acquisition takes place. Shareholders are urged to consult their own tax advisors regarding the application of US withholding tax and the procedure for seeking a credit or refund in their own particular circumstances.
actofwill
23/1/2017
14:01
Thanks Gargleblaster.You've confirmed what was my understanding.
maiken
23/1/2017
13:53
I had a word with Redleaf (CHT's PR agents). They say no withholding tax on the $2.93 part - payment direct into client accounts on 25th of Jan, without deduction. CGT is however payable (but obviously not if held in an ISA or pension). Withholding tax would I believe subsequently apply on PIK's - although I understand this to be on the difference between nominal value and interest accrued.
gargleblaster
23/1/2017
13:39
I'm confused but page 66 may help. Didn't in my case but then I am thick. hxxp://www.constellationhealthgroup.com/investor/news-docs/Proxy%20Statement.pdf Guess I will find out at a time when it will be too late ie when I receive the proceeds. It was a requirement of holding this stock that I completed a W-8BEN and so I think I am covered as much as I can be. I understand why people were making the comments they were about Parmar now and I personally will add myself to the list of people who will never invest in one of his companies again.
gary1966
23/1/2017
09:18
The withholding tax refers to dividends and not capital gains, that is my understanding.
hrundibakshi
23/1/2017
09:16
Capital gains tax in briefIn contrast to dividend income, you will usually not find capital gains tax imposed on sales of foreign stocks. You will simply need to pay your UK capital gains tax at the usual rate.If tax is deducted from your proceeds, you should be able to obtain Foreign Tax Credit Relief against any UK liability. Some details are available from HMRC [PDF].If the foreign tax paid is less than the UK capital gains tax bill, the UK bill will be reduced by that amount. If the tax paid in the foreign country is greater than the potential UK tax, the excess cannot be offset against other UK tax or capital gains.If excess capital gains tax is deducted at source, it's possible you may be reclaim this from the relevant country. However, this typically happens in countries that don't have particularly streamlined and efficient tax systems – so be prepared for a fair amount of research and letter-writing.
hrundibakshi
23/1/2017
08:04
No arbitrage here, assuming the best 15% witholding scenario (under UK/US tax treaty) you will get 209p cash vs 222p current price. You are effectively "buying" the promissory note at 13p - which pays nothing for 7 years... Given Parmar antics so far not sure you want to wait for 7 years on your money in an subordinated instrument.
actofwill
22/1/2017
23:06
7.5% gain to be had by closing date based on current exchange rates - so a quick arbitrage oppo for investors assuming the spread is not "artificially widened"!
gargleblaster
19/1/2017
16:19
Rivaldo re tax I believe the relative value of the consideration between cash and loan notes should be based on the market price the day the offer becomes unconditional, expected to be 26 Jan. The cash consideration of $2.93 is currently worth 237p based on exchange rate of $1.23. If market price of Constellation is less then this amount, the market (quite rightly in my view) places zero value on the loan notes and the capital gain in current tax year will be based on cash received less cost. Theoretically, if the market price on this date was 273p, the market would value the loan notes at 36p. The capital gain on the cash element in current tax year would then be based on an assumed partial sale with a cost of 237/273 of your original cost. In the unlikely event the loan notes eventually yield something, in the former case there would be an eventual gain based on the whole proceeds less zero cost. In the latter case the tax cost of the loan notes would be 36/273 of the historic cost of your shares. Simple really.
stuffee
19/1/2017
14:55
I have another tax question - can anyone help with how the total consideration is allocated for calculating the CGT gain in the 2016/17 tax year? Would you include the additional $0.43 of Notes in your sale proceeds and calculate the gain on the entire $3.36, or is just the initial $2.93 of cash taxable this year with the Notes only taxable when repaid?
rivaldo
16/1/2017
13:56
If this is held in an ISA would one receive the sterling equivalent of $2.93 per share without any witholding tax being applied ?
flagon
13/1/2017
10:12
Even if you give zero value to the promissory note, the cash on the table of 240p at current rates compares to the current price of 225-227p. Surely the discount should be narrower given that the deal is about to close.
inomario
13/1/2017
10:00
5th December 2016 Constellation bid leaving me bittersweet Last week one of my big holdings Constellation (LON: CHT) was bid for by the CEO/founder Paul Parmar, backed by US private equity. CHT was a key, high-conviction holding for me. Breaking down the bid, there was 235p in cash and 35p of a Promissory Note. We should ignore the cheeky "Promissory Note" which matures in 7 years, and hence the offer price is effectively 235p. Given this company is 100% US$ earnings, when you convert the offer back into $ it's a pretty small premium. I'm unhappy with the bid, as I had high conviction the share was heading towards 300p. It had a decent pipeline of acquisitions and was now debt-free. On the flip side, I have made a decent return so I can't complain too much. Mr. Parmar, the CEO, owned 52% already, so it looks like the deal will get done. Also, it is unlikely there will be another bidder. There is a big break fee in place to dissuade new entrants, and as I said, the CEO own 52%! It's crucial for Management to have skin in the game, but this is an example where the rest of the shareholders are relatively powerless to do anything when the CEO has a majority, even if the price is too low. Paul Parmar is not a popular individual, and if you read his blog you will understand why. In my opinion, some of the more colourful stories of his past led to UK fund managers never giving CHT the rating he wanted, to raise more equity for his acquisition strategy. So he's teamed up with US private equity to execute the same strategy away from public markets. I wouldn't be surprised if we see a NASDAQ IPO in a couple of years at a much higher multiple. Promissory Note presents potential opportunity private investors Many fund managers, including myself, will find it difficult to own the Promissory Note because many have restrictions that funds can only hold listed equity. This, in my view, is what's causing the big discount to the 270p total bid price. For private investors who might not mind holding a 5% coupon note, this creates an arbitrage opportunity whereby today shares can be bought for 213p that are ultimately worth 270p. As I say, it's not for me, but worth highlighting. Link -> hTTps://www.research-tree.com/blogs/the-naked-fund-manager/pension-deficit-dogs-starting-to-look-interesting As of now $2.93 translates to £2.40
flagon
13/1/2017
09:34
Can anyone explain why the shares are trading at such a big discount to the expected cash payment which should happen in a few days? http://images.advfn.com/imagesnew/2/gb/nl/postreply.gif
inomario
09/1/2017
13:49
Cheers melody9999, that is useful. The $2.93 cash consideration is now worth around 241p with the pound falling further - another two weeks of falls before the 25th would do nicely!
rivaldo
08/1/2017
09:29
Thought the timetable would be of use to easily see: Event Time and/or Date Last time for lodging the Form of Direction 11.00 a.m. on 13January 2017 Last time for lodging the Form of Proxy 11.00 a.m. on 16 January 2017 Last time for lodging the Form of Declarations, Voting Agreements and Tax Forms 11.00 a.m. on 16 January 2017 General Meeting of CHT 11.00 a.m. on 18 January 2017 Record date for payment of Acquisition Price 6.00 p.m. on 25 January 2017 Termination of the Depository Interest register 6.00 p.m. on 25 January 2017 Closing of the Acquisition Expected to be 26 January 2017* Cancellation of admission of the Common Shares to trading on AIM Expected to be 27 January 2017* Receiving Agent commences payment of Acquisition Price to Shareholders Expected to be 27 January 2017*
melody9999
29/12/2016
00:22
239.8p is baked into the cake at current exchange rates. PIK's must be worth something - I would be tempted to get out at 252p - if they get there!
gargleblaster
28/12/2016
14:38
greasy This will be a superb deal for Parmar and his new pal Chinh Chu,of CC Capital, buying Constellation at £70m below FinnCap's valuation and there is no way they will want to miss it. I feel shareholders should still vote against which will force them to rebid at a sensible price in sensible currency.
stuffee
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P:32 V: D:20170124 07:15:46