Praesepe Share Discussion Threads

[sscrabble] 19/5/2011 14:28

Not sure whether this is good, bad or indifferent !

Marwyn Management Partners PLC

19 May 2011

Marwyn Management Partners plc ("MMP")

19 May 2011

Interim management statement for the period from 15 October 2010 to 19 May 2011 and update on possible offers for Praesepe plc and Marwyn Value Investors Limited.

Introduction

This interim management statement covers the period from incorporation on 15 October 2010 to 31 March 2011 together with relevant information up to the date of publication.

Overview

MMP was incorporated in late 2010 and raised gross proceeds of GBP6 million through a placing in January 2011 of Ordinary Shares and Warrants. The Group is now organised into three divisions - Consumer, Support Services and Industrials - with subsidiaries and management teams established in Consumer and Industrial. It has seven employees and five consultants in addition to having the benefit of the services of the Operator.

MMP seeks to identify experienced management teams with proven sector expertise and, where they are at an early stage in the implementation of a strategy, support them, where necessary, to cover preliminary operational, advisory and due diligence expenses typically incurred prior to completing a management buy-in of a suitable target business.

To date, the group has established, developed and funded two operating subsidiaries (Silvercloud Management Holdings Plc and Marwyn European Transport Plc) to more closely focus on and develop the opportunities identified by the MMP group, with the help of the Operator.

The group's loss from incorporation to 31 March 2011 is GBP1.4m and the group retained GBP5.2m in cash at that date from the original GBP6m proceeds.

Possible offers for Praesepe plc and Marwyn Value Investors Limited

On 8 April 2011, it was announced that we were in discussions with the independent directors of Praesepe plc ("Praesepe") in connection with a possible all share offer for the entire issued share capital of Praesepe, of one new MMP ordinary share for every 13.3 Praesepe ordinary shares. Discussions in relation to the possible offer for Praesepe are ongoing although there can be no certainty that an offer for Praesepe will be forthcoming. Further announcements will be made when appropriate.

On the same date, it was also announced that we were in discussions with the board of Marwyn Value Investors Limited ("MVI") in connection with a possible offer being made by MMP for the entire issued ordinary share capital of MVI (although not the MVI B shares or exchange shares), where the possible offer consideration for MVI would be new MMP shares and might include partial cash and loan note alternatives. In connection with the cash element of the MVI offer and for other general corporate purposes, MMP also announced we would intend to conduct an equity placing. Discussions with the board of MVI in relation to the possible offer for MVI have now ceased.

Divisions

Consumer

Silvercloud Management Holdings Plc, is the first subsidiary established in the Consumer division, and intends to target acquisition opportunities within the worldwide luxury goods sector. We believe that there are significant investment opportunities to create shareholder value through a well executed, acquisition led growth strategy in this sector. Such opportunities include the acquisition of established brands that are underperforming as well as younger brands that have struggled to achieve meaningful scale.

Industrial

Marwyn European Transport Plc is the first subsidiary established in the Industrials division. It has an industry leading senior management team and has been established to pursue acquisition opportunities within the European transport sector. The management team includes David Leeder, a former main board member and Development director at First Group plc (as CEO) and Iain Lanaghan, a former Finance Director of First Group and founder and Finance Director of Abellio GmbH, the German bus and rail group (as non-executive Chairman). Together they have more than 30 years combined experience of building businesses in the bus and rail sector. We believe there are some exceptional opportunities for consolidation in the sector that offer attractive revenue streams, strong underlying cash generation and low volatility across the economic cycle.

A copy of the interim management statement and further information about the Company can be found on the Company's website (www.marwynmp.com).

Enquiries to:

Marwyn Management Partners Plc

11 Buckingham Street

London

WC2N 6DF

[jpjp100] 11/5/2011 09:31

surely MMP has to make another announcement anytime soon?

[praipus] 28/4/2011 22:10

Bit surprised PRA's share price isnt up a bit more based on MMP's interest.

[praipus] 28/4/2011 22:09

MMP was up at the close. I'm a holder of MVI who's share price had been doing ok but trade at a significant discount to NAV. MMP could be a useful vehicle for getting some cash back or having exposure to PRA and MVI's main holding ETO for the longer term.

[jpjp100] 27/4/2011 07:25

I don't like the delaying of the annual results

How can I be sure that Marwyn doesn't have more information than the market now?

After all there is crossover at board level (Shaw & Watts) between PRA and Marwyn entities and a lot of the detail of the results would have been discussed months back.

[divinausa1] 20/4/2011 13:05

should get news on the 27th re m3 machines...

[jpjp100] 18/4/2011 09:21

wondering if there will any more news on this before the annual results...

[praipus] 14/4/2011 17:20

MMP thread

[jpjp100] 09/4/2011 20:46

I won't trade in the midst of all this, I would have to notify and I don't like doing that..

'Praesepe have formed an independent committee of the Board (the "Committee") comprising Blair Sinton, Brian Mattingley and Simon Thomas to evaluate the merits of the Possible Offer with the assistance of its Rule 3 adviser, Liberum Capital Limited, pursuant to the City Code on Takeover and Mergers (the "Code").'

[jpjp100] 09/4/2011 20:33

oh my, I take a few days holiday and deliberately have no internet / phone connection and look what happens!

7.5p is a steal imo

But, if the share price was higher it would have made it easier for Nick et al to continue their acquisitions with paper

It might not come to an offer. If it does, the offer might not get support from Falcombe (Noble), Shipley and a couple of others (but there could be sweeteners in there for them I suppose). It might just be something to spark some interest in the shares, maybe surface a counter bid? Maybe just get some following?

Or taking a chance to get the company on the cheap?

27th April will see the results published.

[ukinvestor220] 09/4/2011 17:17

and who was positioning themselves nicely with those 1m transactions ??

So we are to become shareholders of MMP and then party to a rights issue ?

[rambutan2] 08/4/2011 15:21

I think that the model just wouldn't work with the share price so low, so founders Marwyn and Nick etc will rebase the price and continue on what they believe is a good story. Pity, but if Mr Mkt wouldn't offer support then they had no choice?

[plunge] 08/4/2011 15:18

Perhaps in this current financial climate MMP will be able to provide the financial fire power to really take PRA forward. Accepting their offer may well pay off in the medium term. Interesting times ahead.

[sscrabble] 08/4/2011 15:12

I don't get it - I am sure Nick said when he set it up that he was looking at maybe selling for 10p a share at some stage - they have been acquiring, building -and everything looks possible - so why on earth would they want to sell for that kind oif price (unless the Directors have been offered a 'deal' that makes it work to their benefit, but not for the shareholders ??)

Could it also be that this lot have deliberately been manipulating the share price downwards to make the offer - we were at over 8 pence when they must have started formulating their offer !!!

[ukinvestor220] 08/4/2011 14:04

WTF - 7.5p ????

Thats daylight robbery .....

[topinfo] 08/4/2011 13:59

7.5p takeover!



DJ Marwyn Management Partners PLC MMP in possible offer for Praesepe plc and MVI Ltd

TIDMMMP TIDMPRA TIDMMVI

RNS Number : 5968E

Marwyn Management Partners PLC

08 April 2011

Not for release, publication or distribution, in whole or in part, in or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Takeover Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Takeover Code.

8 April 2011

For Immediate Release

Marwyn Management Partners plc ("MMP")

The board of MMP confirms that it is in discussions with the independent directors of Praesepe plc ("Praesepe") in connection with a possible all share offer for the entire issued share capital of Praesepe of one new MMP ordinary share for every 13.3 Praesepe ordinary shares. Based on a price of 100 pence per MMP ordinary share ( being the price at which the MMP ordinary shares were issued pursuant to a placing in January 2011) the possible offer values each Praesepe ordinary share at approximately 7.519 pence.

The board of MMP also confirms that it is in discussions with the board of Marwyn Value Investors Limited ("MVI") in connection with a possible offer being made by MMP for the entire issued ordinary share capital of MVI (although not the MVI B shares or exchange shares). The possible offer consideration for MVI would be new MMP shares which would value the MVI ordinary shares at their net asset value at the date of announcement of the offer ( based on a price of 100 pence for a MMP ordinary share) and might include partial cash and loan note alternatives which would value the MVI ordinary shares at a discount to such net asset value. In connection with the cash element of the MVI offer and for other general corporate purposes, MMP would intend to conduct an equity placing. The offer for Praesepe, if made, will not be conditional upon the MVI offer becoming or being declared unconditional.

This announcement does not constitute an announcement of a firm intention to make an offer for either Praesepe or MVI. There can be no certainty that offers for Praesepe or MVI will be forthcoming.

A further announcement will be made in due course when appropriate.

Enquiries

+ 44 (0) 207 004
MMP 2700
Simon Pincombe

Credit Suisse Securities (Europe) Limited (financial
adviser to MMP) [phone]
Angus Kerr
Robert Mayhew
Faisal Tabbah

In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement will be available on MMP's website at www.marwynmp.com

Neither the content of MMP's website nor the content of any website accessible from hyperlinks on the company's website (or any other website) is incorporated into, or forms part of, this announcement.

Credit Suisse Securities (Europe) Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely for MMP and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than MMP for providing the protections afforded to its clients or for providing advice to anyone other than MMP in connection with any matter referred to herein. Neither Credit Suisse Securities (Europe) Limited nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse Securities (Europe) Limited in connection with this announcement, any statement contained herein or otherwise.

Shareholders of MVI are reminded that the management and control of MVI is situated outside the United Kingdom. For this reason the Takeover Code would not apply to any offer for MVI. It is emphasised that, although the depositary interests representing ordinary shares in MVI are traded on the Specialist Funds Market of the London Stock Exchange, MVI is not subject to takeover regulation in the United Kingdom. As such, any proposal in relation to MVI will not be governed by the Takeover Code.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

This announcement has been prepared in accordance with English law and the Takeover Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Praesepe or MVI who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Praesepe or MVI who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Takeover Code, MMP confirms that as at 7 April 2011 it had 6,050,000 ordinary shares of 1 penny each in issue and admitted to trading on the London Stock Exchange under the UK ISIN code GB00B4NF3F57.

Dealing disclosure requirements

[ukinvestor220] 08/4/2011 09:25

yes i saw that, and i missed the other 6p trade for 1 million on the 6th at 15.00

[divinausa1] 08/4/2011 00:37

1 million trade after hours at 6p

[ukinvestor220] 07/4/2011 10:47

seems like theres a stock overhang - a 500K (£30K) buy didnt move the bid yesterday.

That recent placing with Noble was at 7.5p, maybe theres some nerves twittering about the B3 malarky, but even if that fails i dont see why it should be this negative.

[divinausa1] 05/4/2011 00:08

PE going forward must be at an all time low im not a great one for working out PE's Also directors were buying big at 7.5p

[sscrabble] 04/4/2011 09:57

I have increased my stake in this today - relying on Nick Harding knowing his stuff !!

Bulletin Box

March was a interesting month for the team filled almost exclusively with agreeing the contract and then implementing our management of the Agora chain of AGCs. I was delighted with the professional way that we took over the business, moving swiftly to introduce our controls and standards to a business that was listing badly with no one at the helm. As we announced to the market at the time we are now managing the chain of 75 Agora AGCs for Baleday Ltd. Our contract means that we are operating the chain entirely from our base in Milton Keynes and we have an exclusive agreement to purchase the business from Baleday at any time within the next twelve months. This is a good deal for both sides and means that the total number of venues operated by Praesepe exceeds 170 and we have over 7000 gaming machines in operation in the UK. This makes us the #1 operator in the country. In addition we continue to wait (impatiently) for the government to announce the details of the B3 gaming machine review. Having spoken to the Gambling Minister (John Penrose) last week he made it clear that they do intend to implement the changes 'in time for the summer season' so my guess is that we should have an announcement in the next two weeks, with an eight week run in to implementation. The proposed changes will be positive for Praesepe and will end one of the longest negotiation processes that I have ever known! We are also vigorously lobbying for a return to the 'Triennial Review' of stakes and prizes for all UK gaming machines. Removing the Triennial was an unnecessary and wholly spiteful move by the last government t and the Minister does seem keen on this, largely because it will bring back some structure and rigour to the review process and once we return to that all important three year cycle there can be no doubt that we will see sales of gaming machines starting to increase again and that in turn will create jobs. Our Beacon Bingo business continues to thrive and we remain eager to acquire more clubs (for the right price!). Our club in Cricklewood is the largest Bingo club in Europe and last Sunday we entertained over 2300 players for the evening session! The last big game of the evening produced an in house (no link here!) prize money of £50'000 which, as far as we are aware, is the largest in house game of Bingo since records began! At the same time our 'Beacon Bingo on-line' business is doing well and has clearly benefited from hosting www.cashino.com It is good to see the group starting to benefit from the synergies created when you put businesses together. Nick Harding April 3rd 2011 P.s. I thought it would be interesting to start to be more spontaneous in getting our message and views out to our shareholders. As such you can now 'follow me' on Twitter at @nicksharding. I shall resist the temptation to be too opinionated.......

[jpjp100] 29/3/2011 09:55

drifts down easy this one just now doesn't it

[sscrabble] 16/3/2011 10:49

not looking good :(

[jpjp100] 09/3/2011 07:40

so its 75 open and 24 closed, some of which may be reopened at some point

that's a nice bolt on if it works out well