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Uniq Plc Investors - UNIQ

Share Name	Share Symbol	Market	Stock Type
Uniq	UNIQ	London	Ordinary Share

	Price Change	Price Change %	Share Price	Last Trade
	0.00	0.00%	95.50	01:00:00

Open Price	Low Price	High Price	Close Price	Previous Close
			95.50	95.50

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Posted at 28/3/2011 01:35 by neverabanker 60-75p would value the company between 70-88m. If current profitabilty is about 5m then would suggest a PE of 14-17 might justify this. The full year results 2010, and the Q1 for 2011 should be out within 2 weeks or so(in 2010 they were issued on 15/4) and this will no doubt give a better idea of likely profit and have an impact on the share price. The circular for shareholders (page 59) on the reorganisation gave a net asset value (post restructure) for the company irrespective of anything else of 103M on 30/6/2010 which might mean just on that basis alone 85-90p per share was justified on April 1st (this does not take into account the -favourable- trading conditions in the 2nd half of 2010). With such a huge portion of the shares however it is what Newco does that really matters and if you read the circular there are some interesting paragraphs which do not seem to have been brought up here or even in the press in any way. These might exercise some people's thoughts. I have cut and pasted them below. The sections from the circular are quite long but basically Newco is simply a short term vehicle to achieve realisation of the value of the shares (and effectively the company- or at least 90+% of it -without putting the company itself out of business) for the trustees/PPF. Newco will become immediately insolvent, be put into administration and the administrator will decide how best to realise the assets for the major creditor which will be the Pension protection fund (PPF). It seems that this will be undertaken in a short/medium term time frame. The obvious answer ( see risk factor 3 below) will be to effectively engineer a takeover by selling them to a single purchaser who could then exercise the right to compulsorily acquire the rest of the shares. Another option is that they might start to put them on to the market where they may be picked up by institutional buyers who still own the majority of the 9.2% (and who would undoubtedly prefer that the company was not all in the hands of a controlling interest) - equally the remaining II's might just want to get rid of what they have left as soon as trading opens which would hit the share price in the short term - my guess though is they will keep them in case there is a takeover in the offing. So there is still much to be played out here. My final though is that given that even the IAS valuation of the pension deficit in the circular was 132m -and this would probably not be any where near enough to satisfy the PPF given buy out value of deficit was 400m+. But even if it was, then if the trustees/PPF are looking to get 130m+ or more from a takeover then the administrator may have expect that a realistic offer for the shares might be upwards of 120p or more. So... On balance, other than in the very short term, I don't see the price going down much as it is not in the interest of the administrator to dump the shares on the market and overall it seems reasonable to expect the price to drift up especially if the results are good for Q1 or the newco administrator actively seeks a buyer for the company - also - the directors of uniq have also been incentivised generously to immediately maximise the value of the company. I Would be interested in thoughts of others on this. This is from section 4 of the chairman's letter in the circular As part of the Restructuring, Newco will be placed into administration. The administrator that is appointed will seek to effect a transaction pursuant to which Newco will realise all or part of its shareholding in theCompany for cash to satisfy Newco's debts, in particular its Section 75 debt owed to the Trustee. In the event that Newco's entire shareholding in the Company is sold to a single purchaser (such a sale being governed by the provisions of the City Code), the third party purchaser could utilise its rights under the Companies Act to compulsorily acquire the remaining 9.8 per cent. of the Uniq Shares held by Shareholders other than Newco. this from Section 3 RISKS from the restructuring also in the circular Risks related to Newco being a significant shareholder following the Restructuring Following the Restructuring, Newco will own a 90.2 per cent. shareholding in the Company. This significant concentration of share ownership may affect the market value of the Uniq Shares because investors may believe that there are disadvantages in owning shares in companies with a controlling shareholder. As a result of its 90.2 per cent. shareholding in the Company following the Restructuring, Newco and Newco's major creditor, the Trustee (or the PPF exercising the Trustee's creditor rights during the PPF assessment period), will have the ability to determine the outcome of matters requiring shareholder approval. However, certain undertakings have been provided in the IRA in relation to the exercise of shareholder rights to ensure that these shareholder rights are exercised in furtherance of the Restructuring. The IRA also provides that Newco and the Trustee shall accept that the day to day management of the Group shall be the sole responsibility of the Board, and neither the Company nor the Trustee shall instruct Newco to enter into transactions with a member of the Group except on an arm's length and on a normal commercial basis in the context of the Restructuring. As the parties' intention under the IRA is for Newco to effect a transaction pursuant to which Newco will realise all or part of its shareholding in the Company, it is likely that Newco's entire shareholding in the Company will either be sold to a single third party purchaser or will be placed in the market in the short to medium term. The Company cannot predict the timing, the volume or the manner of the sale of Newco's shareholding at the present time. A sale in the market of a substantial number of the Uniq Shares, or the perception that such a sale could occur, could adversely affect the market value of the Uniq Shares. In the event that Newco's entire shareholding in the Company is sold to a single purchaser (such a sale being governed by the provisions of the City Code), there is a risk that the third party purchaser would utilise its rights under the Companies Act to compulsorily acquire the remaining 9.8 per cent. of the Uniq Shares held by Shareholders other than Newco at the price agreed between Newco and the third party purchaser. In order to achieve the maximum value of the Uniq Shares for all Shareholders in such a sale, the Remuneration Committee recommended to the Board that a short term value maximisation plan be established for the Group's senior executives that is linked to the achievement of pre-defined equity value realisation targets. Read Full Thread Reply
Posted at 17/3/2011 09:28 by propane Pension deficit swap should fuel Uniq revival By David Blackwell Published: March 9 2011 21:56 \| Last updated: March 9 2011 21:56 Uniq, the chilled foods specialist that was once the UK's largest milk and cheese distributor, will next month start living up to its misspelt name. It will become the first company to have carried out what is in effect a pension deficit-for-equity swap. Other companies will be watching carefully to see how events unfold. Next week the courts should sanction the scheme, which was announced a month ago. Uniq, formerly known as Unigate, will cede 90 per cent of its shares to its pension scheme. The company, which has a market capitalisation of about £9m ($14.58m), will be relieved of the burden of the pension scheme deficit of more than £400m. It could not have completed the plan and remained on the main market, where the rules require a free float of at least 25 per cent. So it will be moving to Aim on April 1. The immediate effect will be a 10-fold rise in the share price. There will be no increase in the value of existing investors' holdings, as they will own only 10 per cent of the company. But the market capitalisation will rise to £90m, almost big enough to put the company in the FTSE Aim 50 index. The company will no longer be, as one observer memorably described it, "a pension scheme with a yoghurt business". A fourth-quarter trading update at the beginning of the year said sales for last year rose 6.8 per cent to £312m, a remarkable achievement considering the uncertainty that has surrounded the business. The growth has been driven by the Food to Go division, which supplies sandwiches and salads to retailers. The biggest customer is Marks and Spencer, which accounts for 50 per cent of revenues. But life in the desserts division has been more difficult. The business is undergoing a review following the loss, announced in January, of £10m of annualised sales. It has also been hit by the cost of cream doubling and the consequent need to increase prices. The company had £10m in cash at the end of December. After paying £14m to the pension scheme as part of the deal and other costs the net debt will be about £14m. It will have banking facilities of £25m, which would not have been available in the absence of the deal. There will be shareholders and pensioners who feel they have been hard done by. But it must be better for everyone that the company will have survived instead of being wound up. The shareholders and pension scheme will have a stake in a profitable going concern. The management should emerge reinvigorated and incentivised. And Aim may find itself with a new role as a safety net for other companies wrestling with large pension deficits. Spotting hidden value on Aim The number of companies on Aim is continuing to fall. At the end of last month there were 1,177 companies quoted, compared with 1,194 at the end of last year. However, the rate of decline is slowing, and companies are being taken over rather than deciding to abandon their quotes. Last month Clyde Process Solutions, maker of pneumatic conveying and air filtration equipment, was bought by a German company for £35m in cash; Focus Solutions, the financial services software company, was acquired by Standard Life for £42m in cash; and Velosi, provider of quality control services to the oil and gas sector, was sold to Carlyle, the private equity group, for £88m. Such deals pale into insignificance when compared with Western Coal, which has been taken over by New York Stock Exchange-listed Walter Energy. Western's market capitalisation of more than £2bn made it the biggest company on Aim. Astonishing to think that when the company was formed through the merger of Aim-quoted Cambrian Mining and Toronto-listed Western Canadian Coal less than two years ago, it had a combined market capitalisation of just £150m. It is not just predators that are spotting hidden value. Green Dragon Gas, the specialist in Chinese coal-bed methane gas, this week demerged its Greka Drilling business. Shareholders received three Greka shares for every Green Dragon share. Green Dragon has grown to a market capitalisation of £1.3bn since floating in 2006, making it the eighth-largest company on Aim. But the company felt the value of Greka was not reflected in its share price. It looks as though it was right. When Greka joined the market on Tuesday, its shares closed at 32p, then rose on Wednesday to 38p. The company, which can now work for third parties as well as Green Dragon, has a market capitalisation of more than £151m. Meanwhile, shares in Green Dragon, which will be seeking a Hong Kong quote later this year, have remained steady. . Read Full Thread Reply
Posted at 26/2/2011 10:17 by neverabanker This was a quote I found from a treasury reply to a question asked about the ISA issue "It is a matter of law that, if an investor has investments in an ISA which later cease to qualify, then they must be removed since they are no longer eligible for tax relief. This, as you know, means that the ISA manager must either sell the shares or transfer them to the investor to be held outside the ISA. If he sells, the proceeds can remain within the ISA and may be used to buy alternative, qualifying, investments. If he transfers them to the investor, the value of the shares will be lost from the ISA. Any charges involved would depend on the terms and conditions agreed between the manager and the investor at the outset". ...so looks to me like they either have to be sold and the cash remain in the ISA or, in discussion with your ISA manager, you can have the shares trnsferred to you outside your ISA ( I believe there is a period of up to 30 days during which the ISA manager is supposed to give you the option from the point at which they go into the AIM - though have read on various forums some ISA managers make the decision for you and sell immediately if you haven't told them). As I understand it for future CGT etc the value of the shares is the value on the day they are moved out- NOT what you originally paid for them - though you must DYOR on this as it is my personal understanding from what I have read.This might not be great news if you are sitting on a loss as well. So depends what you think the UNIQ shares will do in the end - if you think they will go up a lot soon after the resolution of the pension issue - then tell your ISA manager to transfer them to you outside the ISA - you lose the tax breaks of the ISA but will gain from the rise. If you think they will not change much in absolute value from now, then, depending on your intentions for your ISA, you might be better off letting them be sold and reinvest the cash value in your ISA in qualifying shares within your ISA that you think will show a better/faster return so you at least keep the tax benefits even if you made a loss on uniq - the same sort of decision PI's make every day anyway. I would be very surprised if there is a sufficient quantity of these in ISA's to really rock the price if sold in the run up to the 17th March. That doesn't mean the likely volatility won't be assumed by many on here to be due to such events. Hope that is of some use - but I reitterate this is my research out of curiosity - I do not have uniq in an ISA so those who do need to make up their own minds. On another matter - I have been wondering if the Newco or the pension fund will itself be allowed to use the 14M cash it is getting as part of the deal to mop up any shares that are dumped by nervous investors in the run up. Read Full Thread Reply
Posted at 16/2/2011 18:17 by davius The share price action might be because investors perceive there could be a bid, but it has nothing to do with one materialising, unless someone with an eye on the pension fund has leaked an approach for their soon to be had shares. It would matter nothing if someone bought up all of the current free stock if the pension fund and their likely 90.2% stake refused to play ball. I've been pleasantly surprised by the strength here, and the recovery to a decent level. I suspect it will overshoot to the upside, as most chase stocks do, but as a long termer hope it has some way to go yet, before that happens. Read Full Thread Reply
Posted at 16/2/2011 13:35 by mechanical trader Reminder..... Henderson is backing Uniq pension deal By Jeff Prestridge 13 February 2011, 12:20pm Fund manager Henderson is backing Uniq's ground-breaking proposal to tackle its crippling £436m pension fund deficit by handing over more than 90% of shares in the chilled food firm to the scheme's trustees. Henderson, one of several City institutions to hold stakes in Uniq, said the restructuring represented the 'only show in town'. 'Either it gets approved or Uniq goes bust,' a spokesman said. The investment group holds Uniq shares through Henderson UK Equity Income fund and the Lowland and Law Debenture trusts. In a deal with the Pensions Regulator and Pension Protection Fund, after 18 months of haggling, Uniq is ceding 90.2%t of its shares to the pension fund. With a £14m cash injection into the fund, this would close the gap between the scheme's £600m of assets and £1 billion in liabilities, Uniq said. It will also preserve 90% of the benefits built up by members - those already in payment would be paid in full. The scheme has 20,000 members. But crucially, the complex arrangement must be approved by Uniq's 11,000 shareholders in a vote that takes place in 12 days. Charles Hall, head of research at stockbroker Peel Hunt, said the proposal represented the 'only' solution. Hall said the company should see its share price re-rated so the value of investors' holdings would be maintained. Shares worth 5.6p now could be worth 50p if the deal is approved. Read more: Read Full Thread Reply
Posted at 16/2/2011 13:12 by stevi111 Think the article meant that when the new shares were re-rated the old 5p shares would be worth a new 50p....albiet diluted 90%. Hall said the company should see its share price re-rated so the value of investors' holdings would be maintained. Shares worth 5.6p now could be worth 50p if the deal is approved. Read Full Thread Reply
Posted at 14/2/2011 08:47 by mechanical trader By the way brando I did my reasearch before this article from this is your money came out...... note....... Charles Hall, head of research at stockbroker Peel Hunt, said the proposal represented the 'only' solution. Hall said the company should see its share price re-rated so the value of investors' holdings would be maintained. Shares worth 5.6p now could be worth 50p if the deal is approved dyor. Read Full Thread Reply
Posted at 13/2/2011 21:31 by spacedust puprple that is an excellent find ive taken a very interesting line from that link Charles Hall, head of research at stockbroker Peel Hunt, said the proposal represented the 'only' solution. Hall said the company should see its share price re-rated so the value of investors' holdings would be maintained. Shares worth 5.6p now could be worth 50p if the deal is approved. Read Full Thread Reply
Posted at 13/2/2011 21:29 by spacedust wow 50p!!! i was way too modest with my 20p target Charles Hall, head of research at stockbroker Peel Hunt, said the proposal represented the 'only' solution. Hall said the company should see its share price re-rated so the value of investors' holdings would be maintained. Shares worth 5.6p now could be worth 50p if the deal is approved. Read Full Thread Reply
Posted at 11/2/2011 13:15 by peawacks From Cliff D'Arcy on Motley Fool Email Published in Company Comment on 11 February 2011 1 comments Here's how a £6m firm tackled its £473m pension deficit. How can a company valued at £6 million sort out a £473 million pension deficit? By giving more than 90% of its shares to its pension scheme and then moving to AIM, of course! How Uniq was crushed At least, this is what's on the cards at convenience-foods maker Uniq (LSE: UNIQ), which I last wrote about in July 2010. Uniq's crisis has its roots in the Nineties, when dairy group Unigate sold its dairy and cheese divisions to Dairy Crest (LSE: DCG), reinventing itself as Uniq in 2000. In May 2001, Uniq demerged its logistics business Wincanton (LSE: WIN) to focus on its pan-European food operations. The bad news for its shareholders is that Uniq remained on the hook for roughly half of the combined pension liabilities of its former businesses. Hence the massive mismatch between Uniq's market capitalisation and the shortfall in its occupational pension scheme (£473 million as at 31 July 2010). Back in its heyday during the Nineties market boom, Uniq/Unigate was riding high, with its share price peaking at 468p in April 1999. In the intervening years, the chilled-food manufacturer's shares have been utterly crushed. As I write, they trade at 5.2p, down 99% from their all-time high. This 12-year nose-dive has transformed Uniq from a £500 million mid-cap into a micro-cap tiddler today. Throwing shares at a black hole Let's take a look at Uniq's proposed deficit-for-equity restructuring in more detail. For more than 18 months, Uniq and its shareholders have been negotiating with its lenders, the Pensions Regulator and the Pension Protection Fund (PPF). The firm's aim was simple: to save itself by agreeing a process to rid the firm of its toxic pension burden. Yesterday, Uniq revealed that its latest proposals have won approval from the Pensions Regulator. These involve: * surrendering 90.2% of its equity to its pension scheme, leaving shareholders with under a tenth (9.8%) of the post-restructure business; * injecting £14 million of cash into the pension scheme; * a new bank facility of £25 million (from which the £14 million top-up will come); and * moving the company's listing from the main market to the Alternative Investment Market (AIM), as the proportion of shares in public hands will be below the 25% free-float requirement for LSE-listed companies. Everyone's a loser As part of the deal, most of Uniq's 21,000 pensioners -- largely former milkmen -- will no longer receive inflation-linked increases in their pension payments. Uniq's shareholders face their own headache, as its proposed move to junior market AIM will mean that Uniq shares can no longer be held inside tax-free ISAs. Thus, Uniq shares inside ISAs will have to be sold and, possibly, repurchased outside of these tax shelters. Of course, this deal is subject to approval from Uniq's long-suffering shareholders, as well as the High Court. In addition, the Pension Protection Fund will waive the deal through if it is completed by 31 March. Hardly a Uniq lesson The glaring lesson from the devastation of Uniq is simple: directors and investors alike must take full account of all company liabilities when making judgement calls on future performance. More often than not, company failures (when investors suffer a 100% loss) happen because of problems with liabilities and/or cash flow, rather than strategic decisions. Thus, when analysing a company's suitability for your portfolio, take its pension legacies and liabilities into account as much as its bank loans and other debt. Otherwise, the company's risk/reward ratio will be falsely lowered, putting you and your money at greater risk of loss. Similarly, watch out for major changes to company pension schemes, as these have great potential to benefit or harm shareholders. As Uniq shows, what may appear to be a humble salad-and-sandwich supplier can turn out to be a pension pit with an operating company tagged on. From Cliff D'arcy on Motley Fool Next steps for Uniq Assuming all goes well, Uniq will continue to stock the chiller cabinets and sandwich shelves of Marks & Spencer (LSE: MKS) and the like. However, there are four hurdles to be cleared for its reorganisation to be successful: 1. Shareholder and Court meetings: 25 February 2. Shares suspended from trading: 17 March 3. Capital reorganisation takes effect: 18 March 4. Listing on AIM: 1 April Lastly, good luck to Uniq's hard-pressed shareholders and pensioners. Let's hope their next ten years prove easier than the past decade! Read Full Thread Reply

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