Mediwatch Share Discussion Threads

[troutisout] 19/11/2013 12:54

Banjo read the small print, they have said irrevocable even if there is a higher offer, which I wonder if as Directors they are able to do that?

Trout.

[totally banjo] 19/11/2013 12:51

The directors would have no choice if an offer above 7p comes in?

[troutisout] 19/11/2013 12:50

Hi all,
I too couldn't understand them they are too small to make any money on the spread between 5.9p and 6p, I think it likely to be some financial housekeeping, leftover decimals of pennies rolled up and used to buy some shares.

I do wonder who the sold shares are going to, I believe the MMs have to supply a 8.3 disclosure if they hold over 1%, so with 3% of sells going through and not many buys at all, someone must be holding them.

The only way this could change is if they couldn't get 75% for the scheme and courtcase to be voted through, there are two ways this could happen if more than 25% of shareholders voted against or if someone else started to buy up stock or get the undertakings from shareholders for over 25%. This would block the scheme from taking place and any possible delisting.

If an offer came in at 7p then the Institutions and large holders would look to them as would most of us, yes the Directors have a blocking 27% but the hardball would start.

In the event of any of the above happening Laborie might raise their offer, it is more likely that they would try and wreck the deal, but this in turn may affect the Company they are buying. They look to have sewn it up well, but then why go to such lengths to sew it up unless they were concerned it could be taken from them (eh Philip?).

email to OPKO time, Dear Dr Phillip Frost.......

Also not sure but worth looking into whether the irrevocable acceptance by the Directors is lawful, they have a duty to shareholders and by blocking any better offer they are surely not doing so. Who to speak to on that NOMAD, FCA, Takeover panel. Anyone want to follow it up?

Trout.

[barrywhit] 19/11/2013 12:36

petralva........The directors would block any other advances, they have what they want out of it.........imo....

[petralva] 19/11/2013 12:32

I suppose it might have something to do with the statement below, perhaps someone coming in with an offer over 7p a gamble i would say!

The irrevocable undertaking given by each of these shareholders stipulates that it will cease to be binding: (i) if the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the City Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share.

[dorset64] 19/11/2013 12:17

thanks barry, I switched off before I got that far down on the list lol!

[barrywhit] 19/11/2013 12:16

Who knows petralva..........

[petralva] 19/11/2013 12:13

Why are there buys showing this morning? are they mad! or is it to get an invite to the egm?

[barrywhit] 19/11/2013 11:42

14. Cancellation of admission to trading on AIM and re-registration of Mediwatch as a private company
Unless the Meetings are adjourned, the last day of dealings in, and for registration of transfers of, Mediwatch Shares will be the day of the Scheme Court Hearing, following which Mediwatch Shares will be temporarily suspended from trading on AIM.
As at the close of trading on the last day of dealings in Mediwatch Shares prior to the Effective Date, there may be unsettled, open trades for the sale and purchase of Mediwatch Shares within the CREST system. The Mediwatch Shares that are the subject of such unsettled trades will be treated under the Scheme in the same way as any other Mediwatch Share registered in the name of the relevant seller under that trade. Consequently, those Mediwatch Shares will be cancelled under the Scheme and the seller will receive the Cash Consideration in accordance with the terms of the Scheme.
No transfers of Mediwatch Shares will be registered after this date and, other than the registration of Mediwatch Shares released, transferred or issued under the Mediwatch Share Option Scheme after the Scheme Court Hearing and prior to the Scheme Record Time, no Mediwatch Shares will be issued after this date.
A request will be made to the London Stock Exchange prior to the Effective Date to cancel the trading in Mediwatch Shares on AIM with effect from the Effective Date or shortly thereafter.
On the Effective Date, each certificate representing a holding of Mediwatch Shares subject to the Scheme will be cancelled. Share certificates in respect of Mediwatch Shares will cease to be valid and every Mediwatch Shareholder will be bound at the request of Mediwatch to deliver up to Mediwatch, or to any person appointed by Mediwatch, the share certificate(s) for cancellation, or to destroy them. As from the Scheme Record Time, each holding of Scheme Shares credited to any stock account in CREST will be disabled and all Scheme Shares will be removed from CREST in due course.
It is also intended that Mediwatch be re-registered as a private limited company in due course.

[dorset64] 19/11/2013 11:32

Can someone clarify for me as I may just be being simple here.

Question, once the deal with Lab goes through are they planning to take MDW private & off the market, or is the plan to keep MDW listed, plough money into it and to keep the two co's separate?

For those selling out now & if kept listed, would it not therefore be a good time to hold and to see if your shares will gain over the coming years with the backing of a 'large corp' in the industry with respect to monetary terms?

The 'scheme', what exactly is the scheme and for them to use the tax offsets available to MDW, surely they would have to keep MDW running but to 'adjust' their profits into MDW for it to be effective and, if so and with MDW hitting profits, then the share price should go up along with the profits.

[daniel] 19/11/2013 08:43

Trout is still my friend

[daniel] 19/11/2013 08:42

Well, I have to say farewell at this point. May Our meeting again be as sweeet as the honey. In 2003 I had hoped MDW would have made me a million by 2013 with PSA watch selling like cigarettes, but what a journey. For PS & OK, I say; courage is the most noble of character - treachery is a sin.
Having sought counsel, I intend to sell out my holding today and move to a good haven. BOL to everyone

[optomistic] 18/11/2013 20:53

Is releasing this RNS so late a final crafty move by Laborie to get some more stock off the holders through the day before the end of the extension?

[barrywhit] 18/11/2013 18:06

Quite right Trout, we all wanted an exit but not at less than yearly turnover..not everyone had funds to average down...

[troutisout] 18/11/2013 17:58

Barry, the big holders are falling in line because they want an exit, the small shareholders are selling out in the market, the poker club are left in the middle feeling disappointed that it wasn't a bit more.

Trout.

[troutisout] 18/11/2013 17:55

There you go Barry, the presence of Nigel Bacon in the irrevocable acceptances this morning heralded Forward Group and Pertemps acceptances, just waiting for Charles Stanley now.

Trout.

[barrywhit] 18/11/2013 17:53

Even more falling into line, at least they will look at bids higher than 7p not that the board would put it to the shareholders anyway....imo...

Now they have over 40%, plus any they want from the sellers today..

[p1nkfish] 18/11/2013 17:37

Absolutely.
Normally a buy-out statement mentions all stakeholders and stresses shareholders.
This one doesn't. We can all draw our own conclusions as to the attitude to shareholders.

How many AGMs have people sat in whilst Directors were thinking 'what a bunch of suckers' as they looked around the room?

And you think these people care about the people they share an asset with?

Cannon fodder, that is the average shareholder at < 3%.

[barrywhit] 18/11/2013 17:08

Omer Karim, Chairman of Mediwatch, added: "The proposed acquisition by Laborie will bring many advantages for both the Mediwatch and Laborie businesses and the board believe the fit between the businesses is good.

"Although, the benefits of the corporate restructuring we have undertaken in the last 18 months are starting to come to fruition, we believe that the future outlook for our customers and employees would be significantly enhanced if we were part of a larger group."

No mention of your share holder base Mr KARIM, I take it the vast majority of share holders don't count.......we are the owners of the business you have sold from under our feet.........

[greedfear] 18/11/2013 14:36

Thank you all! I've just sold out at 5.7p. BOL to each and everyone!

[nick2008] 18/11/2013 13:55

Hi Guys,

just saw the offer, not a great offer, but happy is my average is very low having started buying close to 3p. But this company stock could have given us much more than 10p. Anyway, I bought as much as I could in the last 2-3 years.

Thanks everyone for informative posts - special THANKS to Trout to keep us informed and to keep this thread going.

Nick

[genie] 18/11/2013 13:40

Yes still have some ATUK but not as many as I did when they were in single figures (sold some at 29p sadly). So not quite all doom and gloom!

[troutisout] 18/11/2013 13:36

Cheers genie,
Remember your post a year ago and my e-mail, hopefully a very small profit is better than back then.

O/T a little but looking back at emails you bought a few ATUK at one point instead of MDW, do you still hold them? If so well done!

Trout.

[barrywhit] 18/11/2013 13:32

Cheers Genie, all the best Barry.......glad you made a small profit..