Ensor Share Discussion Threads

[davidosh] 02/12/2016 14:16

I agree with Dangersimpson2 and when I read the delist RNS my first thought was that a tender offer at somewhere around say 58p would be a reasonable time value fair exit point for those who wanted to tender rather than sell in the market in a rush to exit a delisted entity.

That option would also mean that those who are able to wait would presumably gain a little more of the value rather than the market makers currently stealing it with a spread of 10% !!

If anyone wants to sell I am happy to buy them via my broker and meet at the mid price if that helps as the spread looks to be 50p to 55p and sadly falling but widening the spread which is awful for investors.

[dangersimpson2] 02/12/2016 10:35

Not sure the management fully understood the tender offer idea. The whole point is that those with ISA holdings don't care if it is treated as income. Anyone who cares doesn't tender. Their 54% not tendering means the rest get paid in full. It's priced at the low end of the expected return ISA holders get the liquidity to close without the hassle the remaining holders get increased upside for holding through de-listing. The low end should still be at a significant premium to the current bid in volume.

Just requires takeover panel exemption for any increased holding but given they already control 54% shouldn't be an issue.

[cockerhoop] 02/12/2016 10:17

I talked to Roger at the Agm and my take was that the Tender was pulled due to HMRC not giving the assurance that it wouldn't be treated it as income - which is subtly different. They felt it was too risky with their 54% holding.

I am disappointed they haven't taken into account that many investors holdings are in ISA's and SIPP's so the de-listing process will be disruptive for them.

Personally I have a mix of ISA and non-ISA holdings so it will be fairly straight forward for me to transfer across accounts at the same broker but I may then be liable for CGT on any capital gain above the transfer price depending on which tax year the returns are eventually made.

[garbetklb] 02/12/2016 10:00

The question of a tender was raised - my understanding is that HMRC advised that they would treat it as income.

I thought Roger & Marcus came across as straightforward & trustworthy - they seem to be doing everything to try to get a good result as soon as practical.

All things being equal & easy, I'd hold until finally liquidated.

I sold after the conf call for several reasons :
- Hassle - we hold the shares in several names, across several nominees
- CGT - our non ISA holdings are showing losses which will help offset our CGT position (largely from BOO)
- Cashflow - a degree of uncertainty over timing. The liquidation cannot be COMPLETED for over a year, having to await the release of funds in escrow re the sale of Technocover. The hope is that most of the funds would be released 1Q17, but if the liquidator doesn't play ball, it would give us a significant cashflow issue - and we have a builder to pay in the next 6 months.
- I had a couple of investments in mind for the proceeds.

So I decided we'd take the hit & move on.

[meijiman] 02/12/2016 09:03

How naive this Roger man sounds. of course buyers will offer lowball prices for businesses if they know you want to sell them!

[cockerhoop] 02/12/2016 08:56

Hi guys,

I listened in on the conference call (thanks to David for organising). Roger and Marcus were on the line along with approx 10 investors.

Roger and Marcus outlined their reasoning for the de-listing the prime one being not wanting to delay the sale of Ellard by approx 5 weeks to allow shareholder vote.

As in the recent RNS the sale is advanced, when pressed February was mentioned as a possible date of completion. The Brackley land could also complete at a similar time.

Quotes for liquidators have been obtained and will cost 10's of thousands.

Roger was asked whether he was happy with the sale process and said he'd been frustrated by the time taken, caused by purchasers not being willing to pay a decent price for the businesses.

Attempts were made to get a feel of the level of investor return but as you'd expect Roger wouldn't elaborate on the eventual value.

If you have any further questions let me know, I didn't take notes so i've just jotted down what I remember.

[pavey ark] 02/12/2016 08:26

Is anyone going to give info on this conference call ?

davidtosh, you've posted here before (many times ?)why are you not posting the result of the calls ?

[davidosh] 01/12/2016 13:47

The conference call was yesterday we had 12 on the call including five from here so one of the posters may put up the key points from questions asked.

[tiswas] 01/12/2016 13:37

Any news on the conference call david?

If this is all about worrying how any distribution is taxed before the company finally ceases trading why can't they offer a sum that can be taken or deferred so that those of us with ISAs and no tax concerns can take the money now?

[corrientes] 30/11/2016 13:39

If they're buying components from overseas, are the hedged ?

[kev0856153] 30/11/2016 11:43

What a way to treat shareholders. They are forcing ISA holders, who may have held for years, to sell out at the moment of realisation.

Another thing. Why is there no estimate of the likely liquidation proceeds? They won't know exactly but they can give an estimate or a range. Are they hedging their bets or is there something they are not telling shareholders.

These directors have not covered themselves in glory here and that's putting it mildly.

[cockerhoop] 30/11/2016 08:08

Martin,

Have you looked at the 4 month Interim results? It's pretty clear from them that ESR is currently profitable.

[shanklin] 30/11/2016 07:50

It would be interesting to know whether ESR is currently trading profitably given its reduced scale and presumably unchanged central costs?

[pavey ark] 29/11/2016 20:20

Zimbtrader,I've just had a look at the ST update and once again I'm not taken with his valuation method.
I realise that ST looks at numerous companies every day but a closer inspection of the figures give a much better picture.

The difference between trade payable and trade receivable is £1.9m in ESR's favour.
The inventory figure is £2.4m an I would imagine it is largely made up of spares held by Ellard to maintain/ repair installed equipment ( ie very valuable)
The land sale looks like going through c. £750k
Cash is £10.75m
From the above I get £15.8m
The current mid price is 55p and with 29.9m shares we get a market cap of £16.45m

There are further tax assets I don't feel qualified to comment on but it looks to me that Ellard and Wood Packaging are in for nothing (very close at least)

Without the uncertainties of this delisting the investment case is compelling but then without the delisting the price wouldn't be at 55p.

Don't like the delisting and like others I wonder why you can't simply sell Ellard and on the same day put in an offer for Wood and announce liquidation and a return of cash.

Again I am not qualified to say this is possible but in spite of some reservations I still favour holding and in this respect I'm in agreement with ST.

[pavey ark] 29/11/2016 08:10

Zimbtrader,golf today so must rush.
Thanks for the heads up about ST today.I have made money before this by following ST's tips but very, very selectively and I always thought he was overly optimistic here but the figures looked good at the time of my initial purchase at 71p.
Even if there is a sell note I think the price and the risk/reward has got to a point that further serious falls are unlikely but you never can tell.
So close to the results the major shareholders can't buy but I wonder if the mms are building up a bank of shares for them (naughty !!)
Ever onward.

[zimbtrader] 29/11/2016 07:48

Pavey A,

Interesting view and I agree there are probably many - myself included - sitting on anything other than a moderate loss! My average is mid-late 70s and, as you say, you pays your money and takes your chances and I do think there is enough to tip me towards holding despite the uncertainty created and the strong fishy smell in the air.

Another point to watch for today. Simon Thompson intends to post about this in IC today. It will be interesting to see if he has managed to glean anything from the Harrisons (doubtful - I suspect they have gone into hiding) and the point of concern is is if he says "sell" which, no doubt, will be an excuse for market makers to manipulate the price downwards even more!

Final point and I won't speculate on the reasons why this was the case; Through-out yesterday, I could get a price to sell 30000 shares and at prices the trades page suggested were buys but I often could not get a price to buy as few as 5000.

Zim

[pavey ark] 28/11/2016 21:21

I like the way every seller is getting out with a moderate/small loss.
I arrived late here and have a fairly low average price but I would guess that most don't.
In setting out the terms/reasons for delisting the company has clearly said that when the remaining units are sold the company will be liquidated and cash returned to shareholders.
The land held is under offer, Ellard sale is at an advanced stage and the Harrisons have said they will buy the packaging company.
The above are given as reasons why shareholders should support the delisting so it does tie the directors to that action.I'm no lawyer but if the board intended to do dastardly and underhand things I doubt if they would have said what they did and given their strong voting position they did not need to put themselves in a weak legal position if their action were challenged at a later date.
So you pays your money and takes your chance !!
My holding here is a small percentage of my portfolio of shares c.5% but I consider this to be worth a punt and just to put things into perspective the closing market cap today gives absolutely no value to the two remaining units to be sold ie cash, near cash, inventory and the land for sale have a greater value than the current market cap.
I should add that I'm certainly no fan of the delisting and it may be to the advantage of the major shareholder but I consider the asset value to be such that even allowing for certain "adjustments" in the dividing of the cake I can still turn a dollar here.

Anyway the results are out soon and we should have more info.

[tiswas] 28/11/2016 20:16

Directors seem to have 54% and David Stredder and B Morgan appear to be the only others holding above 3% so difficult to see where the firepower is going to come from to vote against the directors.

[hugepants] 28/11/2016 19:47

They shouldn't be allowed to delist especially since the liquidation has been a bit of a disaster. An example of the whole being greater than the sum of the parts.
Hopefully it will be blocked.

[nocton] 28/11/2016 19:20

Pavey Ark, you say: "I am working on the assumption that management can't/will not do anything illegal and provided that is the case then the assets available for distribution make this a reasonable bet." After ESR has left AIM the board and supporters will almost certainly control well over 50% of the shares. They will be able to do lots of legal things to the detriment of the minority holders. E.g. they could make an offer for the company at say 25p a share, which the minority would not be able to prevent. I've seen this sort of thing happen even on the main market. And the only way to sell the shares is into a market with no buyers except the board & supporters. So I am happy to have been able to get out with only a moderate loss, which I can set against gains to mitigate CGT. Other posters have said similar things and as you say: "it is up to the individual to make their own decisions.", but having been burnt once when Tolent went private years a go, I am not keen to repeat the experience of holding shares which I can't sell except for peanuts and for which I receive little information. I am prepared to take risks, but not this sort of risk over which I have no control.