Pilat Media Global Share Discussion Threads

[alter ego] 17/2/2014 22:48

Try company web site for scheme doc. Tax form is only half the issue. You need someone to process it. Suggest you speak to your broker.

[brummy_git] 17/2/2014 16:44

Does anyone know where you can download copies of the scheme document and/or Israeli tax declaration form?

[yump] 17/2/2014 16:31

Got one as well from phone broker. Also got some with Selftrade, but they haven't notified me of anything yet.

[alter ego] 17/2/2014 16:17

Just been advised that I have to complete an Israeli tax declaration form to avoid withholding tax being deducted from proceeds of takeover. Have been sent a copy by my broker.

[royaloak] 29/1/2014 10:59

CGT

30 day rule

if u sell shares at 80 p and buy back within 30 days at 90p, you have a loss of 10p per share.

if u sell at 80p and buy back within 30 days at 70p you have made a profit of 10p per share

however when you sell the share eventually outside the 30 day period you will find your original purchase price is the significant one. I have used buying back within the 30 days sometimes towards the end of a tax year, then sold again in the new tax when I have my new cgt allowance.

[alter ego] 24/1/2014 16:52

You're welcome. I bought PGB several years ago expecting one day that one of the major stakeholders would bid. Shame it's not more but they will want to gain from the deal too. I know how it feels to be "robbed" by a takeover. In my case it was PIZ, years ago. There are too many vested interests and small shareholders are too far down the pecking order to be considered. Best to take the money and find a good home for it and not beat yourself up. Life's too short. Best of luck.

[smithie6] 24/1/2014 14:10

thanks for those views...cheers

[alter ego] 23/1/2014 22:54

Re cgt, if you sell shares in a dealing account and buy them back in a dealing account within 30 days, no cgt liability arises -it's as if you never sold.

If you sell and then buy back in an ISA or SIPP, regardless of how many days later, you will incur cgt liability because the tax wrapper acts like an invisle cloak to the tax man so he doesn't know you bought them back.

If you have a spouse you can gift shares to the and use their cgt allowance as well as yours to mitigate the tax.

Any monies from sales or the takeover will go into the same account as the shares at the time of disposal.

All to the best of my understanding. I'm no expert. NAI.

[smithie6] 23/1/2014 19:52

alter ego
You know about CGT ?

If sell PGB shares in normal dealing account at 91p (bought at 35p)...and then buy back same number of shares within 30 days in a SIPP or ISA account.....

if there is then a compulsory purchase of those shares (if the vote is "yes")
...the money is then paid to the SIPP or ISA account

Does the normal dealing account avoid making any gain ?

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If a company wants to sell itself....perhaps there should be some rules...
such as making an RNS and inviting offers....or making private approaches a year before...incl. in USA

and then shareholders would know that the best offer is received.
With an agreed offer and the MD getting 300k extra and any other conditions...
one is never sure if it is/was the best deal possible.

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Ah, by the way
other takeover that were also underpaid...that I have 'suffered' !

Dawson Holdings,
Boomerang
System C

If pay say 80p for shares and if company does badly they could go to 0p ....
or if the co. does well they go to 100p due to a takeover offer .....

then it makes investing a waste of time !.

[smithie6] 23/1/2014 19:42

I see your point but !

"Only a higher bid will do that and the share price says there isn't one coming."
the takeover has weeks to go yet....I think March was mentioned....no date yet for the voting

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2) Do you think it is correct that Sintec makes an offer knowing the results for 2013....while the people receiving the offer do not know the results for 2013 ?

seems very strange imo

3) Do you think there is a chance that the claimed 'sellers' are in fact re-investing in PGB by providing the new money needed by Riverwood (USA) to put into SMS Ltd ?

(tax advantages/avoidance by buying new shares in a company
maybe some big sellers put in just the CGT amount, or 50% of sale cash
while some, like Eurocom might want to put all their sale money back in)

(just look at the history for OCH and INVU if you doubt me, that Shore Capital companies are often involved in questionable share capital 'games'

INVU Plc had an USA part.....raised 4M pnds at a high share price, around 25-30p...and a large part of that cash went to buy shares from INVU inc holders at 0.53$ (some exchanged for 1 INVU Plc share)
...not much later INVU declared its accounts were false...
arguably intentionally false....the share price collapsed...
rescues around 2p per share...and de-listed around .3p
around 1/100th of the price that UK investors paid)

(on AIM; if one assumes the worst, one is often right !)

[alter ego] 21/1/2014 17:08

Smithie6, he's talking about the new stakeholders not the existing ones. It's common for existing shareholders to believe the company is worth more than the bidder is offering. The problem is that the bidder is not going to pay for all the future potential earnings when the market wasn't pricing them in before the bid.

All the emotional energy in the world and frantic posting here isn't going to stop this bid going through. Only a higher bid will do that and the share price says there isn't one coming. Time IMO to let this one go and move on to more profitable use of your time.

[smithie6] 21/1/2014 16:42

Avi Engel, MD
"...... Being part of a larger and privately held group is the right next step for the Company and joining forces with the SintecMedia group of companies is a natural choice that will enable the Enlarged Group to continue
growing for the benefit of all its stakeholders." "



'benefit of all its stakeholders.....which is why I urge you to sell your stake now '

uh !!??
it contradicts itself.

[smithie6] 21/1/2014 13:36

"Simon Thompson in today's IC says
....on the basis that I think that a valuation of 88p is full, and the cash offer on the table is 95p a share, then I am more than happy to recommend banking the gains..."

Simon T. ....no logic at all to that sentence

a premium over value of 7p, 88p to 05p, less than 10%.
For a takeover it is not a premium.

I think that ALL 'advisers' would advise in a takeover situation to .....
sit on your hands and wait....
if another offer arrives (Liberty ?)...or if Sintec for some reason increase their offer....
or if offer a share offer instead of cash....or

it would only be provided to shareholders.....not to anyone that has sold.

and if it does not happen, then you should get the 95p anyway.
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'If' Eurocom and/or others is/are re-investing by investing in Riverwood..(as I suspect).(providing the cash for SMS).....then perhaps the regulators will prohibit that....or require it to be disclosed in the offer doc. and for the non-exec. and co. broker to declare that the offer is insufficient...since a major investor is not in fact selling out but staying on board (since they think the future is good and that the premium is negligible)

and then the offer process could change in an instant.
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and/or the regulators require that the co. reveal to the market the summary of results for 2013.
and bang....no-one wants to sell !

the buyer knows the results and contract news (since sits on the bod)....but the shareholders dont !!
good old AIM. farce imo !

Simon Thompson ignores this important point ??......asleep ??
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"back log" of work...ref. RNS....
but the company has not issued an RNS about any contract win or extension for donkeys...
...fishy imo
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previously MD gave his option shares to...imo Sintec....around 1M shares
and now Sintec give him 300k now
mutual back scratching imo....bit fishy perhaps
(the MD giving away his 1M shares around 30p, when he knew the share price was set to rocket....fishy imo....MD had worked hard for at least 10 years to grow PGB...and when the share price is about to rocket....he gives away 1M shares at 30p !, not logical imo....unless you knew the buyer would 'scratch your back' later)

[spookies] 21/1/2014 11:43

Tick up today.

[brummy_git] 20/1/2014 16:29

Most software companies are presently valued at between 2.5-3.5x sales. On Est 2013 revenues of £27.5m and closing December net cash of £13m, then a 100p take-out price equates to 1.8x.

Seems to be scope for multiple expansion, even if ST believes not

[alter ego] 20/1/2014 16:10

Simon Thompson in today's IC says
....on the basis that I think that a valuation of 88p is full, and the cash offer on the table is 95p a share, then I am more than happy to recommend banking the gains...

I'm not going to argue.

[brummy_git] 20/1/2014 16:07

There's always a chance, particularly as the 95p offer price is not especially rich. Albeit with Eurocom already agreeing to the deal, then I'd pitch a competing bid at less than 5%!

[smithie6] 20/1/2014 15:31

anyone think there is a chance of an offer from another co. in the sector ??

forcing Sintec to then make a higher offer....since it wants to slot PGB products together with its own...and cross sell...as would any other buyer...

[smithie6] 20/1/2014 15:29

...I agree completely....there is no Israeli tax for UK tax residents

[brummy_git] 20/1/2014 05:41

Yes apparently, all that is required, is to fill out a simple tax form stating that the owner of the shares is not Israeli. Hence avoiding the WT.

[exbroker] 19/1/2014 21:30

There is a double taxation treaty in place between the UK and Israel so if and I doubt it tax is deducted by the bidder then it should be reclaimable.
obiterdicta I would try to find a better broker!!

[smithie6] 17/1/2014 18:53

btw
looks like it only ever raised 13M via share issues. to now have a value of around 60M...with only 4M turnover in 1998 ! (round of applause for

Avi Engel

et al,
impressive stuff.....maybe Avi could wander over and advise the Creston bod about creating value for shareholders !....13 years and the share price is the same now as it was in 2000 when Creston started !!)

[smithie6] 17/1/2014 18:44

RESULTS FOR 2012
"Strong positive cash flow with cash, net of loans, increasing
by GBP4 million to GBP10.7 million (2011 : GBP6.7 million) "

current assets for payables/receivables...10M vs 3M....7M nett
(although the details of deferred income etc could be discussed/argued....'till the cows come home' perhaps !)

its now 1 year later, so 10.7M nett should now be 15.7M nett
(assuming that the jump up in receivables in 2012 will have been partly paid in 2013, adding 1M to cashflow by reducing payables/receivables balance by 1M)

and perhaps still 7M other nett current assets from deferred/receivables ...staying the same as more work has been done (ref. "backlog" in recent RNS) and hence needs to be paid for

so
current nett assets is perhaps
15.7+ 7 = 22.7M = 23M

(non-current stuff is effectively 0 debt and 1M property/plant...and the intangible value of software.)

Offer price equals around 60M...if include share options. Lets say 63M shares. 95p.

So, removing cash, and nett current assets gives 60M - 23 = 37M

37M and producing around 4M cash per year.

That is a P/E of less than 10.
65 blue chip companies. Excellent software that wins contracts with BSKYB, Starz, Network 7 ....in various langauges and contintents.
Regular stream of license income.

Q4 in 2012 was the best Q in the companies history.
Q4 in 2013 will have been even better ....reference 2012 outlook and 2013 interim outlooks...and "backlog" mentioned in the RNS.

A P/E of less than 10 is NUTS imo !...too low.....

although of course much better than the 30p that Pilat was stuck at for a fair amount of time around 2011/12......because the UK stock market was completely stupid and had no interest in the shares

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