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GOS Goshawk Ins.Hds

4.50
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Goshawk Ins.Hds LSE:GOS London Ordinary Share GB0003779195 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 4.50 - 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Goshawk Insurance Share Discussion Threads

Showing 4501 to 4521 of 4800 messages
Chat Pages: 192  191  190  189  188  187  186  185  184  183  182  181  Older
DateSubjectAuthorDiscuss
05/7/2005
15:02
A,

Rubbish these salaries are low by Lloyd's standards, the management team of GOS have taken a basket case over at 25p and turned it around in the last 24 months, to retain the best people you pay the right money, pay peanuts get monkeys.

The stockprice has risen, the underlying portfolio wholly different of Rosemont Re today from Goshawk Re of yesterday or GOS Lloyd's operation.

Phoenix Asset Mgt Ltd are the guys under pressure, they are one of hundreds of Hedge Funds with only 15% out performing, 55% average, and 30% Substandard worried about over capacity in the sector.

There are only 14 listed Lloyd's plays (if you include GOS) there is no plethora of places to invest in the sector, there are a plethora of Hedge Funds.

Read between the lines.

The Hedge Funds need to start moving into the insurance sector.

Cheers

Ash:)

mr ashley james
05/7/2005
14:46
Its rather sad that the senior mamagement has so far avoided answering the very serious charges laid by Phoenix about the alteration in remuneration package without informing the shareholders. Goshawk! reply to the questions please!
atharsherwani
05/7/2005
13:25
Pommie,

Bottom line is clearly Phoenix Asset Mgt Limited want to buy GOS, all they have to do is buy another 1.00% and they have to make a bid under LSE Rules.

They clearly are trying somewhat unsuccessfully to keep GOS Shareprice back so they can buy on the cheap.

Which makes GOS A very interesting play again.

The War Of Words is attracting attention and now I think seeing a takeover premium of 30% a lot of the Hedgefunds will be circling.

Obviously 50.00p Resistance is critical.

Cheers

Ash:)

mr ashley james
05/7/2005
13:22
RNS Number:5036O
Phoenix Asset Management Partners L
5 July 2005


Statement by Phoenix regarding forthcoming AGM of Goshawk Insurance Holdings plc

We note the statement issued by the board of Goshawk on 4th July 2005. Goshawk's
response to Phoenix is an inadequate answer to the serious questions of
corporate governance and remuneration that we raised in our letter to
shareholders of July 1st.

In that letter we detailed our concerns about the quantity of pay and our view
that it is not justified in the interests of shareholders, which the board
appears to treat as a difference of subjective opinion. We encourage
shareholders to read the 2003 and 2004 Annual reports themselves but we raise
here in detail the following corporate governance and remuneration issues which
need no subjective interpretation:

1.) The remuneration report of 2003 states that Paul Spencer will receive a
special bonus of #100,000 if the share price is above 50p on 30/09/04. The share
price had not reached 50 pence by this date and nor by 31/12/04 so why was he
paid the bonus? In the Remuneration Report of 2004 it says the strike was 40p
and the expiry date 31/12/04. When and why was this changed?

2.) In the 2004 Remuneration Report the Bonus Plan for Russell Brooke and John
Beck is shown as having two parts, a.) Performance bonus and b.) Share price
incentive bonus. Yet in the 2003 report there was no mention of the Performance
bonus for 2004. The 2004 report describes that it has elements linked to a
share of profits payable in shares but there is no mention of this in the 2003
report. When were these changes made and why?

3.) In the 2003 report it says that the Remuneration Committee will meet at
least biannually but in 2004 it only met once. This is unusual. So far as we
are aware, no other company in the sector had so few meetings and the average
was about four. During 2004 new remuneration consultants were appointed, terms
of reference were set and the consultants reported back to the committee. We do
not understand how these important issues could be adequately dealt with in one
meeting of the remuneration committee.

4.) The Corporate Governance section of the 2003 annual report contained the
statement that, "it is the intention of directors to comply with the new
Combined Code during 2004". The 2004 annual report made it clear that this did
not happen in that the "The Chairman received additional remuneration in 2004
and is eligible for additional remuneration in 2005".

5.) Simon Miller is the Senior non-executive responsible for evaluating the
Chairman. The Corporate Governance section says that he communicates and takes
feedback from shareholders. We have been Goshawk's largest shareholder for some
time and before that a significant shareholder and yet we have never had any
communication from Mr. Miller or any other non-executive other than the
Chairman.

6.) If Simon Miller and George Robb are re-appointed to the board at the
forthcoming AGM both will exceed the period of service which the combined code
highlights as an indication that their independence might be open to question.
(Simon Miller and George Robb were both appointed to Goshawk on 18th November
1996)

As shareholders can see, the reason why we will be voting against the
Remuneration Report and the two directors involved in running and operating the
remuneration committee has everything to do with objective serious concerns
about directors' remuneration and corporate governance.

In order to state our objection to motions in the AGM we felt the need to make a
full disclosure of our position, which we did in our letter to shareholders of
1st July 2005. Having done so we will now be free, following the AGM, to speak
to shareholders about our proposal for the company and if we find there is
sufficient support then we will call a separate EGM.

Sir Peter Thompson Gary Channon

Phoenix Asset Management Partners
020 8600 0100

This information is provided by RNS
The company news service from the London Stock Exchange
END
STRUVVURVSRBRAR

mr ashley james
04/7/2005
11:18
Pomp,

Only BGWL Bridgewell Securities left on Offer at 45.50p

Screensize 25,000 ie £11,375

Cheers

Ash:)

mr ashley james
04/7/2005
10:26
ROFLMAO

Good one Pommy!

mr ashley james
04/7/2005
10:20
Im suprised we havent seen

RNS Number:4023O
Goshawk Insurance Holdings PLC
02 July 2005



GoshawK Insurance Holdings Plc

Mr Ashley James Response to Goshawk and Phoenix announcements

Listen to me, I know best!

pomp circumstance
04/7/2005
10:19
Theres a fight and Ash isnt hiding as usual!! Amazing!!
pomp circumstance
04/7/2005
09:54
RNS Number:4023O
Goshawk Insurance Holdings PLC
02 July 2005



GoshawK Insurance Holdings Plc

Response to Phoenix announcement

The Board of GoshawK Insurance Holdings Plc ("GoshawK" or the "Company") notes
the announcement made on 1 July 2005 by Phoenix Asset Management Partners
Limited ("Phoenix"), which holds 28.9 per cent. of the outstanding share capital
of the Company.

Background

Phoenix, in its announcement, details certain views it holds in relation to the
remuneration of directors, the strategy of the Company and a proposal which it
has made to the Board to gain senior board and management positions.

Phoenix has been a shareholder in GoshawK for certain periods of time since
October 2003. It has built up its interest in the Company to its current
position during the course of the last year.

The Board has considered the announcement and is making the following response.

Directors' compensation

GoshawK faced significant challenges in 2003, a year which saw heavy losses. In
late 2003, Paul Spencer was appointed Chairman of GoshawK, a new senior
management team appointed, the Group's Lloyd's syndicate was closed and a new
strategy implemented. Since Paul Spencer's appointment on 26 September 2003, the
share price has risen from 28p to its current level at close of business on 1
July 2005 of 44p, a rise of 57 per cent.

The payments under the remuneration scheme recognise the contribution of the
senior management team in the successful turnaround of the Company following its
exit from Lloyd's. The scheme also recognised that, for a period of six months,
Paul Spencer took on the role of Executive Chairman before Russell Brooke was
appointed Chief Executive of GoshawK in April 2004. The remuneration of the
Chairman and the senior management team has been structured to align their
interests with those of all shareholders of the Company and is performance
based. In structuring the remuneration of the Chairman and the senior management
team, the Remuneration Committee of the Board received external expert advice
and ensured that the scheme put in place was appropriate when compared with
relevant benchmarks and comparable companies.

Details of the approach to remuneration can be found in the 2004 report and
accounts.

GoshawK's strategy

The Company has communicated its strategy regularly and consistently to
shareholders. Rosemont Re has been established as a focused short tail
reinsurer. The Board remains confident that the strategy the Group is pursuing
will deliver attractive returns to shareholders. The progress has been
recognised by AM Best in returning Rosemont Re to Stable Outlook in December
2004. This could not have been achieved without the acceptance of the strategy
by our clients and the broker community. The Board will continue to seek to
create value for shareholders consistent with a prudent approach to risk
management. Progress into 2005 has been positive and a trading update will be
issued on 11 July 2005, the day of the AGM.

Proposal made by Phoenix

Earlier this year, Phoenix made a proposal to the Board of the Company
suggesting that Sir Peter Thompson and Gary Channon be appointed Chairman and
Chief Executive of GoshawK respectively. It was also proposed that the Company
adopt an alternative strategy for the investment of its reserves and capital.

Directors of GoshawK have met with Phoenix on a number of occasions during this
year. The Board of GoshawK considered the proposal made by Phoenix carefully and
came to the view that the proposal would result in a change of control of the
Company without an appropriate premium being paid to all shareholders and was
therefore of the view that it could not recommend this proposal to shareholders.
The asset management proposal was also carefully reviewed and felt to be
inappropriate given the Company's strategy and approach to risk. The Board also
felt that conflicts could arise in granting to one of its shareholders an
arrangement of this nature.

Summary

The Board has noted the points raised by Phoenix. It has considered the proposal
made by Phoenix and believes that it would result in a change of control of the
Company without any benefit to other shareholders. The Board believes that the
strategy that GoshawK is pursuing is the right one and in the interests of all
shareholders. Accordingly, the Board recommends that shareholders vote in favour
of the resolutions proposed for the AGM to be held on 11 July 2005.

Contacts:

Paul Spencer, Chairman, GoshawK 020 7499 2355

Russell Brooke, Chief Executive, GoshawK 001 441 278 0701

Tony Friend, College Hill Associates 020 7457 2020

Roddy Watt, College Hill Associates 020 7457 2020


This information is provided by RNS
The company news service from the London Stock Exchange
END

MSCPKBKBKBKKAOK

mr ashley james
01/7/2005
17:10
Go Phoenix! 8-)

Edit: Their website address:

alexandrews
01/7/2005
16:34
what an excellent letter this is! i've even beaten hashley james to the cut and paste job. i'm glad i sold gos before the tag debacle, but it shd provide some fun over coming weeks...

and while phoenix is at it, how about having a look at the too generous amounts those dozers at highway pay themselves.




RNS Number:3920O
Phoenix Asset Management Partners L
01 July 2005



Phoenix Asset Management Partners Limited


Phoenix Asset Management Partners Ltd are sending out the following letter to
the registered shareholders of Goshawk Insurance Holdings Plc today.


Dear Goshawk Shareholder


We are writing to you as the representative of certain investment funds (the
"Funds") holding 50,838,408 Ordinary shares in Goshawk Insurance Holdings plc
which represents 28.9% of the outstanding share capital. At the forthcoming
Annual General Meeting on 11th July 2005 we intend to vote against three of the
motions before the meeting. This letter sets out our reasoning for this, our
concerns about the current strategy of Goshawk and the details of an alternative
proposal that we made to the company.

AGM Motions
The motions in questions are:

Resolution 2. To reappoint S E C Miller, who is retiring by rotation in
accordance with the Company's articles of association, as a director.

Resolution 3. To reappoint G A Robb, who is retiring by rotation in accordance
with the Company's articles of association, as a director.

Resolution 6. To approve the directors' remuneration report for the financial
year ended 31 December 2004, together with the auditors' report thereon.


Problems with Directors' compensation
We believe that the compensation awarded to directors in 2004 is out of line
with the performance of the business in the year, is inconsistent with the
Remuneration Report of 2003 and is just too high in absolute terms for the size
and type of business Goshawk is.

Although in 2004 the company suffered a loss of $8.8 mil and book value fell 9%,
the total compensation of the top three officers of the company (Chairman, Chief
Executive and Finance Director) rose by 114%, the biggest increase in the sector
(defined as the relevant constituents of the FTSE All Share Insurance Index).
In the 2004 Remuneration Report it is a stated policy to "reward successful
performance". In our view, from a shareholder's perspective, 2004 was not a
successful year.

The 2003 Remuneration Report states that the Chairman, Paul Spencer, would be
awarded a bonus based upon the share price on 30th September 2004 or at the
offer price at the time of any takeover offer for the company that was
successful prior to that date. The lowest share price required to trigger a
bonus was 50p at which level he would receive #100,000. Neither of these
conditions was satisfied and we would have expected there to be no bonus paid
under this scheme. However, in the 2004 Remuneration Report the scheme is
restated but the criteria have now been changed. The lowest strike price has
been reduced to 40p and the expiry date has been moved back to 31st December
2004. As the shares closed at 40.25p on 31st December 2004, Mr. Spencer has been
awarded a #100,000 bonus. The Report does not explain that the criteria have
changed and it reads to us as though these were always the criteria, which is
not the case.

The end result is that Mr. Spencer earned $375,000 as non-executive Chairman in
2004 versus $43,000 in 2003. Viewed as a ratio to market capitalisation, Mr.
Spencer is the best paid non-executive Chairman in the sector. Likewise the top
three officers are the best paid in the sector. However, the movement in
shareholder value (the change in book value plus dividends) at -9% is the second
worst, as is the combined ratio of 108%. If we only consider the continuing
business then the deterioration in 2004 is even greater. 2004 was a good year
for Goshawk's management but a poor one for its shareholders.

We believe the compensation policies and practices pursued by the board are not
justified in the interests of shareholders, that they are not justified by
industry comparisons and that the Remuneration Report does not adequately
explain the reason for changes to the bonus scheme criteria. In conclusion we
cannot support the motion approving the Report. Additionally, the two non-
executive directors that are up for re-election are from the Remuneration
Committee and in fact Mr. Miller is its Chairman.


Problems with the current strategy
The company is now taking considerable risks on behalf of shareholders. The
Annual Report states that the maximum risk to be taken by the company on a
single major catastrophe is limited to 30% of Rosemont Re's capital, equating to
around 40% of Goshawk's shareholder capital. If this goes wrong the current
management team have very little of their own money at stake. The company has
also moved its share capital into US dollars without consulting shareholders who
are largely UK sterling based. We accept that the earnings of the business are
US dollar based but it doesn't follow that the capital should be. The company
also decided it would report its earnings in US dollars. Given that its
shareholders are predominantly UK based, and that the report is primarily for
their purposes, this suggests to us a lack of sensitivity to shareholders'
requirements.

We believe that the company has been actively seeking a buyer of the business;
the compensation plans are certainly structured to incentivise that outcome.
However, apart from an unsuccessful approach from Nikko Principal Investments
last year the strategy has not borne fruit. In the meantime the net asset value
has declined and the share price has risen, in our view significantly reducing
the chance of a takeover at a premium. There is a low barrier to entry in the
Bermuda reinsurance market and we believe that any potential purchaser is likely
to weigh the modest costs of starting up a new vehicle against the price of
buying Goshawk with its portfolio of legacy risks. As a result, we believe a
buyer will probably expect to pay a discount to book value offering little
upside for Goshawk shareholders from the current price.

In summary, Goshawk currently has a management that in our view pays itself too
much, takes too much risk, outsources the investment of its float (capital &
premiums), has little personal financial investment in the company and which has
not delivered an exit for shareholders.


The alternative
In April 2005 we made an approach to Mr. Spencer with a proposal that we believe
would create significant shareholder value and better align interests of
management and shareholders. In June Mr. Spencer informed us that the Board had
turned down our proposal.

We proposed that Mr. Spencer step down as Chairman to be replaced by us (Sir
Peter Thompson as Chairman and Gary Channon as Chief Executive responsible for
capital allocation and investment). Russell Brooke would remain Chief Executive
of Rosemont Re (Goshawk's re-insurance subsidiary) in Bermuda as he currently
is. We proposed that we would run the company with an approach inspired by
Warren Buffett and Charlie Munger of Berkshire Hathaway. We have developed a
framework to combine long term value investing and intelligent value based
underwriting. Using shareholder's capital twice to support two rewarding
activities results in excellent long term returns, as Berkshire Hathaway has
demonstrated. We are not claiming to be Messrs Buffett and Munger but we do
claim to benefit from much of their wisdom and teachings which are in the public
domain.

We proposed that we would work for no pay or bonuses. We would have one option
scheme that would pay us if we double the value of the company in 5 to 7 years.
If we don't, we get nothing. We did not seek board control or any contractual
notice period. If we were failing, the board could remove us immediately as
could shareholders given that our equity interest would remain unchanged (we are
not seeking equity control). These are the most aggressive shareholder
orientated criteria we have come across. Our incentive would come from the 28.9%
shareholding that we have. As Mr. Buffett might say, we are prepared to eat our
own cooking.

Our plan would yield immediate cost savings that we estimate at over $4 mil per
annum coming from lower board compensation, the saving of external investment
management fees and other savings, including moving the head office out of its
unnecessary St. James' location.

By following the teachings of Warren Buffett, Charlie Munger and Benjamin Graham
over the past 7 years since we founded Phoenix Asset Management Partners, we
have generated an average investment return of 15.4% per annum investing in the
UK stock market whilst the total market (as defined by the FTSE All Share Index)
has returned just 1.6% per annum (1/5/98 to 30/6/05).

We believe our proposal was very compelling for Goshawk shareholders. Sir Peter
Thompson brings decades of business experience and a record of generating
outstanding returns for shareholders (as investors in NFC, FI Group and
Community Hospitals could confirm). At Phoenix Gary Channon has produced best in
class investment returns since we set-up the company in 1998. This has been
achieved through the application of a rational, disciplined, risk averse
investment strategy without leverage, derivatives or short selling. With that
combination of business experience and investment expertise we anticipated that
we could have earned excellent long term returns on Goshawk's capital, which was
the only way in which we would have financially benefited from our plan for
Goshawk. In view of all of this, we were disappointed when Mr. Spencer told us
that the Board did not support it.


Conclusion
Shareholders will have their own views on the performance of Goshawk and its
management and on the proposals we put to the board. If you share our view that
the compensation policies and practices are not justified in the interests of
shareholders you should make your views known to the board and take such action
at the forthcoming AGM, in relation to the Remuneration Report and those
directors who are responsible for it, as you see fit. If, like us, you consider
that the present position is unacceptable and if, like us, you consider that
there are alternatives which would achieve better returns for shareholders, we
would urge you to make your views known to the board. We believe that Goshawk
shareholders are being poorly treated by its management. We feel that now is the
time for shareholders to stand up and be counted. It is our company, after all.


Sir Peter Thompson Gary Channon

ursus
28/6/2005
00:36
Ash, any chance of that new thread when you've got a spare minute? Not that there's much to sayabout this share at the moment... 8-)
alexandrews
24/6/2005
15:07
One of the most amusing things about ADVFN is the fact that the people that think that they are the key players here believe that I have positions in any of the stocks I post about.

I do not I would never let them know what I am holding after 2002 anyway.

How the Bulletin Board System was ruined by self evident Transparent Morons a Book Coming Out soon by Mr Ashley James.

mr ashley james
23/6/2005
11:44
Pommie, time for GOS to start flying lessons again?
mr ashley james
13/6/2005
12:43
Pommie,

Mind the Gap!

mr ashley james
10/6/2005
13:56
TK On my monitor
mr ashley james
09/6/2005
13:07
Ash get some ARX
knowing
03/6/2005
14:08
Pommie,

Looks like Panmure or Numis bought 100,000 at 45.00p that moved price up.

Cheers

Ash:)

mr ashley james
03/6/2005
12:18
Yep, a new thread gets my vote - Alex

Edit: Just noticed a small tick up in the last few minutes 8-)

alexandrews
03/6/2005
12:16
Alex,

No sorry I can not I have not got password for header log on.

I can set up new thread if you want seeing as this one far too long already.

Cheers

Ash:)

mr ashley james
03/6/2005
10:58
Ash,

Any chance you could trim the header of this thread? I'm especially thinking the charts (at least the first two), and I'm sure a lot of the commentary is now well out of date.

Cheers,

Alex

alexandrews
Chat Pages: 192  191  190  189  188  187  186  185  184  183  182  181  Older

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