Imprint Share Discussion Threads

[williebiz] 25/4/2008 22:06

I would have voted 'yes' if Premier had given an all-share alternative to cash.

Thus: allowing me to share in the recovery/ success of turning around IMP performance .

[gengulphus] 25/4/2008 21:57

Hmm... Agreed that the Premier offer price is poor and that all else being well, I'd prefer to hold on to my shares and wait for better times. But I'm afraid I don't think all else is well. Specifically, I think something is badly wrong with Imprint's management. I'm not certain exactly what is wrong with them, but the combination of spending much of the last year in offer periods, selling off parts of the company for distinctly low-looking prices, and recommending offers at low prices (including offers significantly lower than the current one), etc, strikes me very unfavourably...

A possible explanation is that they've basically just given up - they may well be as fed up as we are with being under siege by low offers, but somehow feel they can't just say to the offerors "No, this company is worth more than that. Go away unless you're willing to offer significantly more."

The trouble with that (if it's the case) is that a management team who have given up are not a management team that I expect to do well at restoring the company to a decent price. An all-too-likely scenario if that's the case is that they'll simply go on doing low-priced disposals, as a result of which we'll eventually get less than the Premier offer... Not by any means a certainty, but too big a risk IMHO.

I've considered various other possible explanations of what's been happening, and they all imply significant downside risks to my mind.

The upshot of which is although I think you could be right and we might do considerably better in time by remaining an independent company, there is IMHO too much of a risk that we'll do worse. So I've voted "Yes" to the Premier scheme, on the basis that if it goes through, I'll take my loss (fortunately not a big one) and try to win it back on other shares that I have fewer worries about.

Gengulphus

[williebiz] 25/4/2008 16:21

Today is the last day for Barclays Stockbrokers clients to request them to vote for/against the Premier proposal. Other brokers no doubt have similar timelines.

I have voted 'no' as the offer price is derisory, a classic opportunistic attempt to buy at the low point in the recruitment stocks cycle and in particular IMP mgt have of course screwed up big in so many ways over the past year which hasn't helped the share price

Better to wait for the cycle to turn more positive IMV. PDYOR

[gengulphus] 24/4/2008 14:40

Being a somewhat less old-fashioned type, I generally (*) buy my shares in a sponsored CREST account, which gives the same advantages and disadvantages. Though I must say that I haven't experienced the cold call problem yet, possibly because my phone number is unlisted. I get plenty of junk mail of similar dubiousness, though - including lots that tries to lure me into providing my phone number in exchange for a free research report on a company. (Which doubtless would be worth what I paid for it and not a penny more...)

The two low-cost providers of sponsored CREST accounts that I'm aware of (FasTrade and Stocktrade) are a bit more expensive than nominee accounts but generally cheaper than certificated trading.

(*) The exceptions are my SIPP and ISAs (which must be nominee accounts) and some core holdings I hold split between accounts to provide some security against things going very badly wrong at a broker (by that, I mean more badly wrong than just the broker going bust - there would have to be massive fraud as well). Since I don't want to receive multiple copies of the company paperwork, all but one of the accounts is a nominee account!

Gengulphus

[jeffian] 24/4/2008 10:20

Being an old-fashioned type, I always buy my shares in certificated form which costs more*, of course, but the upside is that you get all communications in hard copy, the right to attend meetings and complete control of your own destiny in situations like this. Well worth it IMHO (though I believe LSE wants to phase out certificates and go completely paperless).

Regards, Ian

*P.S. Oh, and the other disadvantage (of certificates) is that it gives your details to anyone inclined to look at shareholders' registers so you end up getting cold calls from American-accented gentlemen operating out of Lichtenstein or wherever!

[deswalker] 24/4/2008 09:02

Gengulphus,

Many thanks once again. You are quite right about the distinction between voting and accepting an offer. I must say that this has been a real learning experience for me :)

Returning to the Selftrade T&Cs, in paragraph 8.6 on page 6 there is the following which explains their position very clearly (my bold) ...

8.6 In the event of an optional capital event in relation to securities held on your behalf, we will use reasonable endeavours to notify you in order to obtain your instructions. However, we cannot be held responsible for any losses arising from that notification failing to reach you or our inability, due to circumstances beyond our control, to carry out your instructions. Where instructions are not received by the relevant deadline, we will proceed in accordance with the following default conditions:

- Conversion - no action to be taken
- Entitlement (open offer) - no action to be taken
- Exercise of warrants - no action to be taken
- Instalment payment - pay instalment using cleared funds or Direct Debit
- Redemption - no action to be taken
- Rights issue - allow nil paid stock to lapse and allocate any premium
- Scheme of arrangement - no action to be taken
- Recommended offer - acceptance of the offer
- Contested offer - acceptance of the offer when the offeror has acquired 90% of acceptances

There it is in black and white, that a Recommended offer is accepted by default and a Scheme of arrangement is not acted upon. But the paragraph makes it clear that they will endeavour to notify me to get my instructions. For my recent Recommended offer they did not do this, but the default position was in line with my wishes. Likewise for the Premier Scheme they have not done this and seem to be insisting on acting in the default manner (no action).

Finally, I understand the situation (which I would have done long since if I'd read the T&Cs) and am now able to question why they are "not endeavouring to notify me in order to obtain my instructions" and instead just running the default option.

Thks Gengulphus. Your assistance has allowed me to at least deduce what the problem is. Now I'm going to see if I can rectify it.

Rgds,

Des

[gengulphus] 24/4/2008 08:19

Hmm... They cannot have voted in favour of the normal offer for your other share - normal offers don't have votes! I suspect they meant that their normal procedure was to accept recommended offers unless the shareholder gives specific instructions otherwise - but if they used the word "vote" rather than "accept", they were being confusing.

Gengulphus

[deswalker] 24/4/2008 08:08

Gengulphus,

Many thks for your thoughts and efforts. I should have looked at the T&Cs but didn't for a very particular reason.

Another of my Selftrade shares was recently the subject of a takeover bid (via a normal Offer process and via not a Scheme of Arrangement). Once again I enquired why I wasn't being offered a vote and was told that because it was a "Recommended" offer then the default position was to vote in favour and that should I wish to vote against then I should notify them in writing. (They wouldn't have offered me this choice without me asking first though).

So I had a very recent precedent for assuming that at the very least Selftrade will vote in favour of the Recommended Premier Scheme even if they don't offer me the option to vote against. Ofcourse I would be perfectly satisfied with this but so far it appears that they are unwilling to vote either way which would appear to be inconsistent with their previous actions which only took place late last month.

Once again, many thanks for highlighting the T&Cs to me and for your general assistance in this matter. I shall keep trying today and if I get nowhere then I shall leave it in the lap of the gods.

Des

[gengulphus] 24/4/2008 07:36

Either Selftrade think that Nominee accounts are not eligible to vote in such Scheme meetings or they are not willing to vote in such meetings.

The problem does not seem to be with them getting confused because I elected for the HYDG PCA. If I'd not bothered electing for this and still had my shares in my account (and not in escrow) I think I'd still be having this problem. They either think they're unable or they are unwilling to vote.

Ah! That has given me enough of a clue to find the answer, though I'm afraid it's not in your favour. Using my computer to search Selftrade's terms & conditions () for "vot", I've found:

8.3 You will at all times remain the beneficial owner of your securities but you acknowledge that any shareholder incentive attached to your securities may be lost in the event of transfer to the Nominee. Except in the case of ISA or CTF accounts, voting rights on shares held by us will not be exercised on your behalf, nor will it be possible for you to attend company annual or extraordinary general meetings.

So the answer is that they're unwilling to cast your votes for you and you've signed up to that.

You might still be able to transfer your shares out or withdraw them as a certificate in time to vote, but I'm afraid I'm doubtful - the time taken to do either is usually over a week.

Frankly, I'm surprised by the apparent apathy on these boards.

Not so much apathy as a feeling of helplessness, I suspect. Those whose brokers have been helpful and dealt with any problems (as mine has) cannot solve the problems for others - we don't have the details of what's going wrong. The most we can do is suggest things that can be done.

Those who have unhelpful brokers often end up feeling they're fighting against an immovable object, especially when the broker isn't being clear about exactly what the problem is. Given what I've discovered, Selftrade should have told you clearly, simply and right at the start "Our terms & conditions, which you have signed up to, say that we won't exercise voting rights for you, and we're sticking to them." Then you would probably have had plenty of time to take remedial action, such as transferring the shares to a broker who will cast the votes for you or withdrawing them as a certificate.

Depending on just how long you've been given the run-around about this rather than that straightforward answer, you might have cause for an official complaint (the complaint being that by giving unclear answers, they've delayed things to the point that you can no longer get the required actions to vote through in time). You could always try - it's possible that if you make it clear that you'll be satisfied if they simply cast your votes for you, they'll take that as the cheap way of dealing with the complaint. Their complaints procedure is described in .

Gengulphus

[williebiz] 23/4/2008 19:50

Cheers Des, thanks for update. I'm convinced we're stuck fast and nobody will get enough % control to delist the shares, hence my 'apathy', I will hold.

[deswalker] 23/4/2008 19:12

I have been chasing this up today.

It now appears that one of two things is happening at Selftrade, but at the moment I'm not sure which due to the confusing nature of the reply I got over the phone.

Either Selftrade think that Nominee accounts are not eligible to vote in such Scheme meetings or they are not willing to vote in such meetings.

The problem does not seem to be with them getting confused because I elected for the HYDG PCA. If I'd not bothered electing for this and still had my shares in my account (and not in escrow) I think I'd still be having this problem. They either think they're unable or they are unwilling to vote.

At first I thought they were claiming the former so I phoned Capita Registrars to confirm that there was no barrier to nominee votes. They confirmed this to be the case.

Next I phoned Altium (IMP's broker and adviser in this matter and the contact given at the bottom of various Premier related RNSs) to let them know that some private shareholders were having problems casting their votes and that hopefully the vote wouldn't be close but they should make the IMP Board aware of this problem. I mentioned that to my knowldege at least Selftrade and HSBC were not willing to comply with shareholder requests and that there may be more. The guy at Altium said that they should be doing this and said he'd pass on my concerns to the IMP Directors. I suggested that they might like to try and push the issue with various online brokers through any medium they felt appropriate. He said he'd mention this.

Finally, I've written another message to Selftrade asking for clarification on their position (unable or unwilling) and I shall be calling back tomorrow to make sure it has reached the appropriate person and to get clarification.

Hopefully I'm being totally paranoid and the vote will pass easily but to me it feels like it might be close hence my efforts documented here.

Frankly, I'm surprised by the apparent apathy on these boards. Either everyone else is having no problems in voting or they're supremely confident that their vote would be irrelevant anyway. If the latter is true then I hope they are right. Maybe a final alternative is that many are not that bothered if the Premier Scheme actually fails because the share is cheap anyway ? I have some sympathy with this view but personally I feel this whole experience has been so pathetic that I want my 115p out asap and I shall start my search for cheap replacement shares afresh.

Rgds,

Des

[gengulphus] 23/4/2008 18:13

In response to your previous message, we have not had official response from the registrars at this point. As we rely on registrars to advise us of company proceedings, we simply have to wait at this stage.

Hmm... That sounds like the cue to suggest to them that rather than simply waiting, they chase up their query with the registrars (they talk about a "response" from the registrars, so presumably there is such a query!). Queries do occasionally get mislaid in even the best-run of organisations, and if the querier simply waits, it's a recipe for nothing ever happening!

Gengulphus

[deswalker] 22/4/2008 16:50

jb,

Selftrade got back to me today. At 10.03 I got this message ...

Dear DesWalker

Thank you for your message.

I have passed your query to our Corporate Actions department. As soon as they receive the message, they will investigate the matter.

If the recommended offer has changed, we may be able to change the election that has been made.

If you require any further information, do not hesitate to contact us.

Kind regards

then at 13.52 I received this message ...

Dear DesWalker

Thank you for your message.

In response to your previous message, we have not had official response from the registrars at this point. As we rely on registrars to advise us of company proceedings, we simply have to wait at this stage.

If you require any further information, do not hesitate to contact us.

Kind regards

So I shall be calling them tomorrow to get to the bottom of this. But if anyone else is holding IMP through Selftrade then it appears that they don't know anything about the Premier Scheme !?

Des

[deswalker] 21/4/2008 10:19

jb,

I've not had a reply to my message yet, altho I'm hoping for something in the next day or so (they seem to consistently take four business days to reply to secure messages). I don't want to chase it up on the phone for another couple of days as then you have to start explaining the situation and in this case it's so complicated that it's easier to follow when written down.

I'm not looking for my shares to be reassigned, my HYDG PCA choice can stand for all I care (as the meeting will never be held as you say), but I do want to make sure that Selftrade realise that they can also vote my shares in favour of the Premier Scheme and do not have to abstain because of my HYDG action. The Premier Scheme doc makes it clear that abstention is not necessary for people like me and you.

I'll let you know when I have any news. Please do likewise.

Des

[jockblue] 21/4/2008 10:05

Des - did Selftrade move on your shares....I'd guess not as this was pretty much what I requested. I've had another go today....

Imprint (again)

I have a holding in IMP, and elected to vote in favour of a scheme of arrangement in relation to Hydrogen's proposed takeover. I elected to take the cash alternative if the scheme was approved. As such, you have moved my holding into escrow, where it has remained for several months. I have been informed by you that I didn't understand the nature of accepting the cash alternative, but from my understanding, I believe you to be wrong.

May I draw your attention to the latest RNS regarding Imprint.


This paragraph in particular seems relevant

The Board withdrew its recommendation of the Hydrogen Scheme on 7 March 2008 and adjourned indefinitely the meetings relating to the Hydrogen Scheme on 12 March 2008. Whilst Imprint shareholders are not required to take any further action in respect of forms of proxy they may have returned in relation to the Hydrogen Scheme they should note that forms of proxy previously returned in respect of the Hydrogen Scheme will not apply to the Premier Scheme. Accordingly, any Imprint shareholder who wishes to vote in respect of the Premier Scheme is required to return the forms of proxy enclosed with the Premier scheme document, which was posted to Imprint shareholders on 8 April 2008, irrespective of whether or not they have previously voted on the Hydrogen Scheme.

As the meeting has been adjourned indefinately, can you explain the justification of continuing to hold these shares in escrow.

Thank you
jb

[williebiz] 18/4/2008 17:13

Exactly what I meant in 2996, I guess many prefer to move on or cristallize a situation so completely understandable.

Another way to look at the impasse is to be glad it's there because it stops our company being sold on the cheap by the incompetent board.

[steveford77] 18/4/2008 17:10

Well I finally sold my last chunk today - and have put it down to experience! I know I could have held on for the 115p but with what looks like stalemate I was worried about whether even that wd materialise given the way this whole thing has been managed. At one stage it looked a good investment. Still not sure what I would have done differently. At least I bought a big chunk at 94p which mitigated losses to some extent.

Good luck all!

[deswalker] 15/4/2008 16:12

Offer Update RNS out ...

[gengulphus] 15/4/2008 14:34

Is it still possible for an increased auction bid from one of the three today or is it closed now because none of them made a move yesterday ??

It's closed - from the RNS announcing the auction procedure:

"If in any round no revised offer is announced, the auction procedure shall then
end. Following the end of the auction procedure, the Panel Executive will make
an announcement confirming that the auction has ended."

Gengulphus

[jockblue] 15/4/2008 11:12

David

They are now unable to increase their offers - we are where we are (and were):-)

[nickcduk] 15/4/2008 11:10

The fat lady has sung David.

[davidosh] 15/4/2008 11:08

Is it still possible for an increased auction bid from one of the three today or is it closed now because none of them made a move yesterday ??

Apologies if already covered but just got back from 4 days in Latvia on a stag weekender so not up to speed

[apatel21] 15/4/2008 10:07

Ian,

You say the others have enough stock to block the Premier scheme of arrangement. However, as far i can make out HYDG do not own any stock. OPD own 5% plus they claim another 3% have accepted their offer. So 8% voting against maybe ?