Sofia Prop Share Discussion Threads

[the troll] 05/12/2012 13:04

well done, bozzy, the more 'earache' they get the better the chances we'll hear something soon. as per Co's RNS of 28th June......'The acquisition......would constitute a reverse takeover under the AIM rules' ( so they know the rules then ? )......per AIM rule 14, 'Any agreement which would effect a reverse takeover must be; - conditional on the consent of it's shareholders being given in general meeting' ( for which 21 days notice is required, yeah ), ergo, unless they announce tomorrow & call an EGM for the 27th ( & how likely's that ! ), it's too late......& an RNS to confirm is mandatory, BUT do we get one ??

[bozzy_s] 04/12/2012 22:19

I can understand to some extent the directors being frustrated by the low market value these had on AIM - and therefore I would be sympathetic to a tactical delisting, wait for East Europe property market to improve, then sell the assets and distribute to shareholders in future.

However I'd be less sympathetic, and MUCH more suspicious, if they are forced to delist because they didn't announce the 2011 results in time.

I will email the company again, asking if they are aware they will soon be delisted and therefore any RTO talks are irrelevant. I'll also ask them to clarify The Troll's statement that it is now too late to complete a RTO before being delisted.

[tomboyb] 04/12/2012 13:12

I think their broker also has a lot to answer for the fact that we are currently suspended at 2.5-3% NAV -

Ultimately the company and the broker showed that NAV - As shareholders we own part of SPFL and we need an update! My fear again is that they will allow SPFL to go outside the scope of AIM rules.

[the troll] 03/12/2012 17:38

the Company's got lock-jaw & it's members ( those still posting excepted ) terminal apathy. an RTO before Xmas ( & thus the 28th ) is now a legal & logistical impossibilty ( a RNS matter that ) but STILL the Co. says nothing...... come on you lot, get e-mailing ( AIM & the Co. ) as I've done & DEMAND an update.

[tomboyb] 02/12/2012 19:11

Well hopefully the way this is behaving will not be akin to a banana republic - One hopes -

[the troll] 02/12/2012 16:03

well, at least it's registered in Guernsey & not some east-european 'tinpot' republic so, hopefully, if it de-lists on the 28th, a shareholders action group wouldn't be suing 'men of straw' for what's rightfully ours. incidentally, per their 2010 published accounts, this Mark Anderson character ( along with some woman who's name I can't pronouce ) is now 'managing' the company; interesting, so what are we paying the Directors for then ? exercising their communication skills !

[tomboyb] 01/12/2012 20:07

The problem here is that they could easily let it delist and then decide whatever they wanted to do they would outside the scope of AIM rules - This i would find horrendous because there is a possibility this could happen.

It would then mean regardless of any AIM rule - It simply doesn't matter as there is always a way of screwing shareholders over! And a NOMAD is supposedly supposed to prevent anything like that happening - !

[tomboyb] 01/12/2012 20:02

From MARK -


Our NOMAD, Panmure Gordon, has explained to us that we should restrict our communication with shareholders to the medium of public announcements to the market as a whole. As explained in a previous announcement, the Company is in the process of negotiating a reverse takeover transaction. We will make further announcements as soon as we have news to communicate. All Company announcements are posted on its website, www.sofiapropertyfund.com under, firstly, the 'Investor Relations' tab and then under the 'Company Announcements' tab.

Best wishes,
Mark Anderson

[tomboyb] 01/12/2012 20:01

Indeed Troll - you own that portion o the company so u have every right to ask any question u like - These guys paraded a Net asset value o 22-24p versus that suspended price of 0.85p -

There is a problem here and that would probably also relate to the NOMAD which response i got from MARK asked them only to communicate Via RNS only -

[the troll] 30/11/2012 18:54

they've responded to e-mails sent by eg. myself & tomboy ( this month ) with......an RTO's being 'negotiated' ( present tense ) whereas on 27th June they announced heads of terms had actually been 'signed' ie the deal's already 'negotiated' ( past tense ), so which is it ? you need a perfect memory to be a good liar ! 3 possibilities I think - A); they announce a deal Monday ( 3rd ) calling an EGM for Xmas Eve / 27th December ( unlikely on present form ), - B); they ( ie, SPFL & the counter-party ) have agreed to pay re-listing fees as & when they complete their 'negotiations' ( year 2024 perhaps ? ) but haven't yet disclosed this fact, or - C); de-listing ( & crawling away ) without 75 % shareholder approval ( a la SDIC ) has been their intent from the 'off'. ( naughty ) I wouldn't hesitate to join a shareholders action group should C); or something similar occur. Initially though, if nothing's forthcoming Monday, I propose to report these trappists to AIM; it's totally unacceptable they're treating shareholders as village idiots who don't know the drill on RTO's, be warned, we do ! ( speaking for 420K shares @ 1.6p average ).

[bozzy_s] 30/11/2012 17:03

Is it official now, have we been screwed over?

Anyone want to set up a shareholder action group? Make sure we buy the assets out of administration, not the directors.

[the troll] 27/11/2012 18:14

& I'm convinced it doesn't happen UNLESS that EGM circular's published by Friday ( 30th ), any counter-views on this, please ?

[the troll] 27/11/2012 18:08

no, SPFL takes-over the private Co. either; by issuing it's own shares, paying cash, or a combination of the two. upon completion, the Directors of that private company assume control of the plc's board. ergo, they've now gone 'public', but haven't paid for a listing & we'll all become extremely rich as members of a much larger, more efficient & valuable operation. of course, none of this will happen unless they get their skates on before SPFL's listing is automatically cancelled on the 28th December. ( yes, & that's THIS year ! )

[chinahere] 27/11/2012 17:03

tomboyb - thanks. Their comment at least suggests that the reverse takeover is still possible. I wasn't sure what it really meant so I looked at Wikipedia:

A "reverse takeover" is a type of takeover where a private company acquires a public company.

So are we looking here at the possibility of a private company buying SPFL out at hopefully a significant premium to the last shareprice?

[tomboyb] 27/11/2012 15:51

Guys - i got a reply from SPFL -

Our NOMAD, Panmure Gordon, has explained to us that we should restrict our communication with shareholders to the medium of public announcements to the market as a whole. As explained in a previous announcement, the Company is in the process of negotiating a reverse takeover transaction. We will make further announcements as soon as we have news to communicate. All Company announcements are posted on its website, www.sofiapropertyfund.com under, firstly, the 'Investor Relations' tab and then under the 'Company Announcements' tab.

Best wishes,
Mark Anderson

[still waiting] 27/11/2012 14:35

in bod we trust....

just punt money here but would rather not lose it and would be a nice Xmas bonus if rto was arranged on favourable terms.

[the troll] 27/11/2012 14:28

last reported NAV, ie @ 30.6.2011 = 24.1p ( repeat 24.1p & basically it's LAND we're talking about ) + any BuySell settlement that MIGHT be achieved ( we're owed 19m Euros, but valued @ NIL on balance-sheet ). whether the Co's listed, or private, it's assets belong, pro-rata, to me & ALL other shareholders. de-listing wouldn't affect this & land doesn't just go up in smoke overnight. so if Still Waiting's right, we'd have to be looking at another Langbar.

[tomboyb] 27/11/2012 12:26

Panmure Gordon (UK) Limited
Dominic Morley
Phone: [phone]

[tomboyb] 27/11/2012 12:15

AND in which case the broker - Panmure Gordon would have a lot to answer for!

[tomboyb] 27/11/2012 12:12

"my guess is all ducks being lined up in row, if finance sorted they'll all drop, if not it's a delist and wind up with zero for pi's.."

How can that be the case if we were suspended at 2.5% o NAV?? Unless there have been clear misleading statements -

[tomboyb] 27/11/2012 12:09

Hi Troll - regardless of anything their stated NAV according to AIM rules is around the figure given above - So we were suspended at 2.5% of total NAV!!

What is going on with this bunch that when we were suspended our market cap was 500k and assets much greater than that! I just hope this is NOT a deliberate ploy to let it delist and then it goes outside of AIM rules in which they can on course do anything.

That is the worry!

[still waiting] 27/11/2012 12:06

if rto is off it would have been announced by now..

my guess is all ducks being lined up in row, if finance sorted they'll all drop, if not it's a delist and wind up with zero for pi's..

[the troll] 27/11/2012 12:00

I don't know tomboy, but I DO know time's now desperately short if we're to avoid automatic delisting ( 28th Dec ). if the RTO's off ( & it looks that way ), IMHO they MUST publish 2011's accounts & some different financing proposals ( an open-offer say ) asap if we're to retain the quote. it would help if as many PI's as possible e-mail them ( as you & I have done ) & demand an update on what the hell's going on. ..'insufficient data is not sufficient Mr Spock'..

[tomboyb] 27/11/2012 11:49

The troll - what is going on here - From a communications perspective the management have not been helpful at all and we are suspended at 2.5% of NAV - !

What on earth is going on here with this management team - !

[the troll] 27/11/2012 11:44

3 days ( & counting...... )