Instore Share Discussion Threads

[marktroughton] 01/10/2008 15:47

Same here. I have a price target in mind, so if that's broken I'm on my way out. I don't think the stock will get delisted any time soon, but there are alot of bargins out there now and don't like my cash tied up here not earning anything. Although it has been a haven of safety during the recent market volatility.

[jacobia] 01/10/2008 11:31

i held. finger biting from now on me thinks

[marktroughton] 01/10/2008 09:35

First day the offer has been with drawn. What did people do? Hold? Sell? Buy?

[dirk10] 24/9/2008 21:38

Jacobia,

Unconditional offer: Once the offer became unconditional Seaham was committed to purchasing all of the shares of the received acceptances, until then they could have backed out at any time. If a company wants to ensure a complete buyout they will state an unconditional figure that, when added to there existing holding will give them 90% of the shares. When someone owns 90% of a company they can by law, force the remaining shareholders to sell (compulsory acquisition). Seaham declared the offer unconditional as soon as they received acceptances which would give them 51% of the shareholding. This means they have to purchase all shares of anyone who accepted the offer, but they cannot force the rest of the shareholders to accept the offer. So they will only have control of the company, not complete ownership. The other important figure is 75%. If they achieve this figure they could de-list the shares (but not force you to sell them) and take the company private. This would make it difficult for you to sell your shares, but it would still be in their interest to try to purchase them. Hope this helps!

So after 1st Oct you will still be able to trade. If the market thinks Seaham (or Tradegro) will try to purchase more shares the price could go up. If the interim results are poor the price could go down. I still think Tayub just wants control at the moment. If things turnaround, who knows he could use Instore to buy Crown Crest from himself (but not at 5 pence). My concern is that most other discount retailers seem to be performing better during the credit crunch, but Instore well,.....Libbyb provides a good insight on store performance so far.

[jacobia] 24/9/2008 19:46

Can anyone shed any light on the unconditional offer. My broker suggests that I will be able to continue trading by usual means even past 1st October. I remain very concerned about the whole thing though. I found the below which covers the offers and acceptance but as usual is very ambiguous?????


Unconditional offer
In the course of a takeover bid, once the bidder has received sufficient acceptances from the shareholders of the target company, the bid becomes "unconditional as to acceptances".

This essentially means that the shareholders of the target company have agreed to sell to the bidder.

There may be some shareholders who still refuse to sell. The level at which a bid becomes unconditional as to acceptances is usually set high enough to allow them to be compelled to sell (a compulsory acquisition).

The bidder may choose to declare the bid unconditional as to acceptances before the original required level of acceptances has been reached. Even in this case, an offer may not become unconditional before acceptances are sufficient (together with the bidder's existing stake) to give the bidder a 50% stake in the target.

Even after an offer has become unconditional as to acceptances, there may remain other conditions that have to be met. The commonest examples of these are approval from competition regulators and approval from the bidder's shareholders.

Once all conditions are met, the offer becomes "unconditional in all respects" and the takeover is certain to go ahead. The City Code sets deadlines by which the offer must be declared unconditional as to acceptances and unconditional in all respects.

Acceptance of offer

Once a takeover bid is formally made shareholders in the target company may choose to accept the offer or not. When shareholders accept the offer, they do not immediately sell their shares to the bidder. This has two main implications:

* The bidder does not have to buy the shares unless the offer becomes unconditional.
* The shareholders accepting the offer will get the benefits of any improvements to the offer after accepting it.

The City Code's timetable for bids sets out a timetable that (among other things) limits the time between when the bidder starts being open to acceptances and the latest date for the actual purchase of the shares.

It is usual for a bid to become unconditional as to acceptances once the bidder has received sufficient acceptances to give the bidder (and concert party, if any) a 90% holding. This is because a bidder who succesfully acquires a 90% stake can buy the remaining 10% at the same price through a compulsory acquisition.

THOUGHTS PLEASE ANYONE

[leadingladies] 18/9/2008 09:44

Thanks for this. Still leaves me a lttle nervous tho' given the relationship that exists between the 2 companies.

[dirk10] 17/9/2008 23:08

They can sell, but only at 5 pence within the next 6 months, and Seaham get first call. It is in Para 6 (Part II) of the offer document. If Tradegro decide to sell their retained shares, Seaham have the right to elect to purchase them, and if it is within 6 months following the closure of the offer the price must not exceed 5 pence. It looks like a clause to prevent Tradegro selling out to a third pary. If they were going to sell their remaining stake at 5 pence, they would have accepted the offer for their full holding right from the start.

[leadingladies] 17/9/2008 20:47

Thanks all. Clearly we need to keep a close eye on this. Dirk10 would be useful if you could confirm the 6 month no sell rule.

[fish1690] 17/9/2008 12:27

Hi Dirk, I would tend to agree with you. Once they hold closer to 65% then I might think about selling. But until then I will "Take no action" apart from keeping an eye on things

[dirk10] 16/9/2008 23:43

Yes, if Seaham holds over 75% they can de-list the shares, but they only hold 56%. They are not allowed to purchase any shares on the market above the offer price, although once the offer closes they are free to purchase at any price. If they decide to do this it can only drive the price upwards. I believe Tradedro are also not allowed to sell their remaining stake above the offer price within the next 6 months. I still have faith in the advice from the independent Directors "Take no action".

[leadingladies] 16/9/2008 16:55

So in theory if Tayub has 75% + he can go private ?

[jacobia] 16/9/2008 16:27

I think that the 6.1.19 listing relates to a minimum of 25% of shares still in public hands

[leadingladies] 16/9/2008 15:30

No idea but need to find someone who knows what Listing Rule 6.1.19 is all about

[marktroughton] 16/9/2008 14:32

Is that allowed and more importantly, could it happen? There is someone who has been buying up shares very rapidly over the past few days as large buy orders have been going in. Which is unusual considering the lack of liquidity in these.

[leadingladies] 16/9/2008 12:51

Noticed the wording in todays announcement - Any shareholders who have not yet accepted the offer are urged to do so.

Does anybody have an idea whether Tayub can take the company private with the holding he now has ? I did notce something very strange written into Instores original offer info i.e. read the 2nd paragraph pasted in from the news on the Poundstretcher website

"In the event that the Offer becomes or is declared unconditional in all respects Seaham Investments intends that the listing of Instore Shares on the Official List and the admission to trading of Instore Shares on London Stock Exchange's main market for listed securities are both retained".

"However, should the Offer become or be declared unconditional in all respects and Instore no longer satisfies the requirements of Listing Rule 6.1.19, then Seaham Investments reserves the right to consider all of the options available to it, which may include the cancellation of both the listing of Instore Shares
on the Official List and the admission to trading of Instore Shares on London Stock Exchange's main market for listed securities. Such cancellation would significantly reduce the liquidity and marketability of Instore Shares in respect of which acceptances of the Offer are not submitted and the value of any such Instore Shares may be affected as a consequence."

[libbyb] 07/9/2008 12:06

Hello its me I'm back, 7 more Senior top nob's paid off, Head of security, Head of auditing paid of along with 5 under them.

The most exciting memo was that in 2009 Peter Burdon is leaving the company, that means we will be getting a new CEO, all the staff are putting bets on that it will go to one of Tayubs family members.

Sales in my shop are up, we have a new regional manager on board and he has guaranteed Tayub that he will have the profits up in each store by 47% don't know much about shares but i do know this is not possible. He has 6 months to do this or they will ship him up and move him out also.

Take care

Regards

Libbyb

[edgark] 14/8/2008 17:05

Whatever happened to Angus Munro?
Did he jump ship?

[jacobia] 30/7/2008 21:28

So where does this now leave the small investor. Are we forced into selling or do we sit tight?

[clarendon] 13/7/2008 17:46

They would need to get to 90% before they can force the sale of the final 10%.I'm sitting tight - lets see what the new owners can do - can't be any worse........................can it??

[dirk10] 11/7/2008 20:16

Well, you should have received your offer document by now, and read the letter from Aziz Tayub. He just wants majority control of Instore, not a buyout, so that explains the bid price. I will hold, and not sell out. I hope he is true to his word, and the share price recovers over the next 12 months. It will be interesting to see what Tradegro get in return for selling at this price though.

[jacobia] 10/7/2008 20:13

so what happens next. Crown Crest take over Instore at 5p. Do we have to sell out or hold under new team looking for improved returns?

[dirk10] 06/7/2008 11:52

No source for the information apart from the fine print in the RNS & just speculation on my part. I am just a humble investor like yourself! I could be wrong, but I think that Seaham are allowed to bid at any price once the 12 months had passed after their original purchase. If they had purchased a further 10% or more since, then they must bid at the highest price paid for any part of that 10%, but they only purchased 1% back in Feb.
Most bidders prefer to keep their stake below 30%, which allows them to back out if they do not achieve the golden 90% figure giving them the authority to purchase the remainder. If they cross the 30% they are normally obliged to bid, and it becomes unconditional if they receive any undertaking to take their stake above 50%. So they may end up with control but not a complete buyout. Where this bid stands in respect of this is anybody's guess.
I will sit and wait for the trading update, if it comes. If Seaham just want a controlling stake, then there is no change for us ordinary investors. However if they want a complete buyout I suspect they will probably have to increase their bid price. They will have worked this all out beforehand which is why I made my previous comments. Wiese is shrewd, and does not have a habit of giving money away (or companies) for nothing.

[nvwhayes] 06/7/2008 11:07

Thanks for supportive comments. I am determined to pursue this one, and yes there was a typo - I meant Ayub and Wiese, so I'll send a corrected version. Thanks too for your comments Dirk. Like you I wonder what's in it for Tradegro since on the face of it they'll take a hefty loss on the sale of their 20% stake, so it makes me think something else may be going on. We should be told, and yes I don't understand why Seaham wasn't required to bid when its stake passed the 30% mark in February.Also why the offer price doesn't match the highest price paid for stake acquisition over the past 12 months. I am hoping the Takeover Panel will tell me.
I am also puzzled about Tradegro's remaining 15% stake, and would be interested to know the source of your information on Seaham and Tradegro's intentions. I haven't seen anything in public and the offer document as far as I know has not yet been published.
Will let you know of anything else I hear