|Looks like someone is happy to hoover up any spare shares. Did anyone vote against the resolutions?|
|I now have over a million shares which will be voting no to all the resolutions. Anyone else voting?|
|There are about 0.8% of the companies shares being held as treasury shares so they should be out of the voting. AIM regs state that -
"the number of AIM securities in issue (noting any held as treasury shares) and,
insofar as it is aware, the percentage of AIM securities that is not in public hands together with the identity and percentage holdings of its significant shareholders. This information should be updated at least every 6 months."
so theoretically the share holders listed at December 2010 should be the actual currently held except for the recent buy from Octopus Investments, although the company would appear to be in breach of the above by not updating in June.|
|Voting form can be found here, http://www.twentyplc.com/images/shareholder_circulars/proposed%20disposal%20cancellation%20of%20admission%20re-registration%20as%20a%20private%20company%20and%20notice%20of%20general%20metting%20circular.pdf|
|I now have around 2% of the company which I will use to vote against the resolutions on the 14th November. Anyone else going to vote against? Anyone received a copy of the share holder circular yet? I know I have not.|
|A fool and his money are soon parted, and I have just proved that by buying another couple of lots at 0.42p. I can't believe that this company isn't worth a fair bit as a shell and I am hoping someone else out there might feel the same. On the other hand, the fact that I can finally buy a decent quantity indicates that someone is off loading.|
There are 57m shares in the company and directors Ian Lancaster and Grant Newton appear to own 15m of them. As they are part of the concert party wishing to buy the assets of TWE they should not be able to vote (anyone able to confirm that ?). That leaves 42m shares so TWE needs 31.5m shares to carry the vote to leave AIM and they won't be getting my vote.
The directors want to sell all TWE's companies assets to Ian Lancaster and Grant Newton, both Directors of Twenty.for £1, but TWE will pay them £112,500 toward working capital. In addition TWE will waive the inter-company debt owed by TwentyCi and Moveme to the Company in the sum of GBP561,050, so basically TWE will be paying over £673,000 to TWE company directors to take the assets from the company.
TWE also want to cancel their AIM listing to save £50,000 a year, basically throwing away a shell company. Losing the AIM listing will also mean that the directors will be able to do whatever they please with any funds the company has or will have. With the company NAV around £600,000 in cash at 31st December 2012 how much would TWE be worth as a cash shell.
How much do you trust the current directors to do the right thing for shareholders? This is very like the situation in DXR (now WASG) before the directors there got ousted, and the share price then increased considerably.|
|The directors want to sell all TWE's assets to Ian Lancaster and Grant Newton, both Directors of Twenty.for £1, but TWE will pay them £112,500 toward working capital. In addition TWE will waive the inter-company debt owed by TwentyCi and Moveme to the Company in the sum of GBP561,050, so basically TWE will be paying over £673,000 to TWE company directors to take the assets from the company. But on top of that,
"The sale of TwentyCi and Moveme will give rise to a de-grouping charge as there will be a deemed disposal of goodwill. To the extent that this goodwill was created or acquired before 1st April 2002 the de-grouping charge will arise on the Company by supplementing any chargeable gain on the sale of the shares in TwentyCi and Moveme. If the substantial shareholding exemption from chargeable gains is available to the Company in connection with the Disposals this exemption should also apply to any chargeable gain on the deemed disposal of the goodwill."
TWE also want to cancel their AIM listing to save £50,000 a year, basically throwing away a shell company. Losing the AIM listing will also mean that the directors will be able to do whatever they please with any funds the company has or will have.
"TheDisposals are a disposal resulting in a fundamental change of the Company's business for the purpose of AIM Rule 15 and are therefore conditional on the consent of more than 50 per cent. of the votes cast by Shareholders at a general meeting; and
-- the Cancellation is conditional on the consent of not less than 75 per cent. of the votes cast by Shareholders at a general meeting.
The approval of Shareholders to the Resolutions to implement the Proposals is therefore being sought at the General Meeting to be held at 2.00 p.m. on 14th November 2011.
The Company's estimated net assets, immediately following Disposal Completion, and assuming receipt of the full amount of the Deferred DFP Consideration, will be approximately GBP700,000, before administrative costs to be incurred prior to the Company entering members' voluntary liquidation. As noted above, as at today the sum of GBP642,857 of the Deferred DFP Consideration has been paid to the Company. The balance of GBP857,143 is payable in equal quarterly instalments on 31st December 2011, 31st March 2012, 30th June 2012, 30th September 2012 and 31st December 2012. The purchaser of DFPP is entitled to set off the sum of GBP88,000 owed to it by the Company against the 31st December 2012 instalment of the Deferred DFP Consideration.
So company NAV around £600,000 in cash at 31st December 2012
"Further administrative costs will be incurred by the Company prior to it entering into members' voluntary liquidation, including directors' remuneration as described below.
As noted above, Grant Newton and Ian Lancaster will resign as directors and employees of the Company at Disposal Completion. Following Disposal Completion the Board will comprise Mark Patron and Robert Unsworth, the two Independent Directors. Mark Patron will be paid a director's fee of GBP20,000 per annum and Consensus Business Group (who provide the services of Robert Unsworth as a director of the Company) will be paid a director's fee of GBP20,000 per annum.
In accordance with AIM Rule 41, the Cancellation is conditional on the consent of not less than 75 per cent. of the votes cast by Shareholders at a general meeting. Such consent will be sought through Resolution 2. Assuming Resolution 2 is passed and the Sale Agreement becomes unconditional in accordance with its terms, the Cancellation is expected to take effect from 7.00 a.m. on 28th November 2011.
5. General Meeting
Implementation of the Proposals requires the approval of Shareholders at a general meeting to be held at 9-13 St. Andrew Street, London EC4A 3AF at 2.00 p.m. on 14th November 2011 where the following resolutions will be proposed:
Twenty Plc Tel: 07810 640888
Mark Patron, Non-Executive Chairman
Daniel Stewart & Company plc Tel: 020 7776 6550|
|Background to and reasons for the proposed Disposals
In May 2010 the Company disposed of its customer interaction and outsourcing business through the sale of DFPP (the then holding company for Dataforce Interact Limited) for a total consideration of GBP7.69m, of which GBP6.19m was received on completion, allowing all bank and other indebtedness to be repaid in full and to provide additional working capital for the Group. The deferred consideration was originally agreed at GBP2.95m, but it was subsequently re-negotiated to GBP1.5m, payable in instalments over the period to 31st December 2012. As at today the sum of GBP642,857 of this deferred consideration has been paid to the Company, the balance of GBP857,143 is payable in quarterly instalments up to 31st December 2012."
I am sure we all remember how the directors view changed so drastically earlier this year, basically giving away £1.5m.
From the RNS 10th March 2011, "The Board of Twenty Plc (AIM: TWE.L), an investment vehicle focussing on the marketing services sector, announces that it has received a letter before action on behalf of HOV Global Services Holdings Limited claiming breach of warranty in relation to the sale of DF Property Portfolio Limited, the holding company of Dataforce Interact Limited, in May 2010.
The Board, having taken legal advice, view the claim as opportunistic and do not consider that such claims have any reasonable prospect of success. Any such claims will therefore be vigorously defended. "
Note the "Any such claims will therefore be vigorously defended"
Less than a month later on the 8th April 2011,
"The Board of Twenty Plc (AIM: TWE.L), an investment vehicle focussing on the marketing services sector, announces that it has today signed an Agreement with HOV Global Services Holdings Limited in settlement of a claim concerning breach of warranty in relation to the sale of DF Property Portfolio Limited, the holding company of Dataforce Interact Limited, during May 2010.
The Deed of Amendment signed today, 8th April 2011, in relation to the original agreement for the sale and purchase of shares in DF Property Portfolio Limited, which was dated 30 April 2010, (the details of which were announced on 30 April 2010), amends the sale price from the original £9,140,000 to £7,690,000 of which £6,190,000 was paid upon completion in May 2010. The balance of £2,950,000 was to be paid over two payments in July 2011 and 2012. This figures is now reduced by this Deed of Amendment to £1,500,000 and the repayment schedule has been re-arranged as follows :
payment of £300,000 on 11th April 2011 and deferment of £94,412 (payments for services due from Twenty plc to Dataforce Interact Limited)
7 quarterly payments of £171,428.57 on the last business day of each quarter commencing 30th June 2011
The Board, having taken legal advice, viewed the claim as opportunistic and did not consider that such claims had a reasonable prospect of success, but has decided that with the potentially high cost of an ongoing litigation and distraction of the senior executives that reaching this settlement was in the interests of shareholders."
So basically we were told the potential costs of litigation were expected to be more than £1.5m, less the value placed on the distraction of the directors. I still find it difficult to believe that HOV Global Services were prepared to risk £1.5m to get a court decided reduction of a £3m debt.
One does wonder what facts were not revealed that caused the directors stance to change so swiftly over a period of less than a month.|
|This reminds me of Centrom CET when they flogged the company for £50k. Shareholders, including myself were well an truly stitched up there.
|Something dodgy, or badly explained. I am fortunate I don't hold these any longer. Seemed a credible board who have taken a credible amount of shareholders money, and incredibly lost all that value, and still want to run off with the remaining assets? How can the board negotiate with their buddies?|
|AAAInvestment - that looks a pretty accurate summary to me.|
|I don't own these but just read your RNS to see if there was an opportunity here.
I have no deep understanding of the company but the deal looks like a stitch up, you seem to be giving the company to direstors for nothing and also giving them incentives and waivers - surely it would be better financially to just wind them up.
How come the directors feel they can make a go of it when they can't do it for other shareholders - just my observations, best of luck though.|
|Induna123 - I am still trying to translate the RNS but the rest of the market is reacting to EEC news so it will have to wait. I would not be surprised if the directors hoover up a bit of stock now to make sure the deals go ahead, but that could just be the cynic in me. The recent drop in share price is explained though. It's almost as if some people knew what was coming :(|
|A company that's worth less that £0?|
|The company assets are apparently not even being sold for the £1 quoted, it is actually paying to dispose of the company. No attempt to use the company as a shell even, just the usual dodgy transfer of assets to directors. FSA advice anyone?
"In addition, owing to the net liabilities of the businesses to be disposed of, the Company has agreed to pay to the Purchaser the sum of GBP112,500 on 3rd January 2012 to contribute to its working capital requirements, subject to certain terms and conditions."|
|vision88 - welcome to AIM ;) The PLUS market is worse, but I agree with you that the phrase 'making a market' seems to mean radically different things to different people.|
|you can buy at .65 now sell at .4p is this the real money laundry site every buyer loses 40% is it any wonder that there turmoil in the markets that allows this sort off legalised money laundry and protected by the Fianancial Service Authority its ment to be a market not a racketeers scamming joint.|
|Looks like the MMs have some stock to shift as online quote to buy £1k. Certainly a lot less downside here than there was a few weeks ago ;(|
|That's very nearly a profit :-)|
|I did say hope LOL! Can sell at .4p LOL!|
|UKMassy - Sell price? By jove I do admire your confidence. Almost stopped me crying there for a bit. Your obviously right about the spread discouraging people from selling. That and the fact that you can sell next to nothing at a time. I would hazard that a spread of 70% isn't really "making a market".|
|Hope we get a better Sell price later!|
|Marab, Not surprised there are no sells with that crazy spread! Seem to be Raising the buy price now. Now .65 to buy £300 and .98 to buy 1K. Spread is .3/1p|
|UKMassy - certainly a lot less risk at today's price. Must be a lot of people still holding though as there hasn't really been a lot of sells lately.|