William Ransom Share Discussion Threads

[playful] 13/4/2012 14:22

Yes, the reasoning would seem to suggest they wish to avoid compliance issues and save money, so nothing to get too worried about.

[kramch] 13/4/2012 14:07

To start a voluntary liquidation a list of assets and liabilities has to be presented to the liquidator. WR will have had to do this. So why couldn't this have been made available to the shareholders for the meeting?

Striking Off, I think this is a process which runs in parallel with the liquidation, but I guess they are keen to get it moving so they don't have to lodge accounts (which saves us all money, though perhaps more for some than others!).

K.

[deswalker] 13/4/2012 14:04

playful - I think everything is in order but would feel more comfortable if I knew why it was doing this before the liquidation. My other situation never bothered but is a Ltd (Private) rather than a Plc (Public). Perhaps it is necessary to avoid any issues with late submission of accounts or alternatively might just be a different liquidator doing it a different way ?

Reading the Companies House notes on Striking Off it appears not to be an alternative to Liquidation but simply a way of disassociating oneself from compliance with certain reporting regulations and a company can be reinstated if needs be.

Could be talking rubbish though as this is a long way from my circle of competence.

Thoughts from anyone else appreciated.

Des

[kramch] 13/4/2012 13:56

There are certain warranties on the sale of the various assets (including Optima to Fred & Co), and I jotted a figure of £720k down. There is a contingency for tax, which they think will not be required. Ran said the professional fees etc would be c 10% of the assets distributed.

I got the impression that the distribution would be towards the top of the range and they that are being cautious.

I did an MVL of as company a few years back, and the liquidator paid out the bulk of the assets fairly early on, with the residual payment some time later.
I would guess Fred and Co would want their cash out asap to help fund their Optima buyback, so I guess c 6 months.

I think "striking off" is a different thing, where Companies House delete the company and it no longer has to file accounts and returns.

K.

[playful] 13/4/2012 13:47

The notice reads:

At the expiration of 3 months from the 17/4 William Ransom & Son Holdings PLC will be struck off the register and the company will be dissolved.

[playful] 13/4/2012 13:29

Striking-off is only applicable to a company if, in the past three months, it has not traded or otherwise carried on business.



So why have they requested a proposal to Strike off?

Still no update on the website on yesterday's vote, despite Rogers assurance it would be published.

[deswalker] 13/4/2012 12:26

Just received an alert from Companies House that a new document has been filed. It is a "First Gazette".

I'm currently involved with another Voluntary Liquidation. In that case the Status is shown as "Liquidation". However for RNSM we now have ...



which shows the Status as "Active - Proposal to Strike Off". So I'm already puzzled.

Also in my other situation their was no "First Gazette" document whereas there is here.

Is anyone able to clarify why we are proposing to be "Struck Off" and not being shown as "Liquidation" as one would think ?

TIA

[deswalker] 12/4/2012 20:48

Kramch,

Many thanks for this. I wasn't at the meeting but will be speaking to a couple of attendees tomorrow to get their thoughts.

It sounds like it all went as expected. Not good but we are where we are.

Did you get any sense of the total payout (there has been talk that it could possibly slightly exceed the top side of the range), the number of payouts (I imagine a first and then final payment), and finally the timing to complete liquidation (I've heard 12 months maximum but quite likely 6 months).

Any comments on these practicalities greatly appreciated. All the rest leaves a bad taste but all that matters now is hoping for the best and speediest possible payment.

Cheers

Des

[kramch] 12/4/2012 20:15

An unsatisfactory end to the sorry saga of Wm Ransom.

A small cabal of shareholders gathered at Olswangs to see the sale of Optima back to the original directors and the wind-up of William Ransom voted through on a poll.

There was some angry questioning about the lack of accounts; apparently as a re-incarnate corporate entity it can extend its first year-end, and the directors conveniently took the opportunity to do so.

There was a question about the FD's remuneration, which we were told was in line with the de-listing information given a year ago. However it seems that a bonus based on the disposal will fall outside this definition.

I suspect that the directors have done quite a good job in saving costs in the wind-up, but with no figures we cannot tell.

And the exact price paid for Optima is unclear. Certainly many shareholders were expecting more from a winding-up than than the 2.8 to 4.5p per share now indicated.

I am sure it is has all been done within the letter of the law, but with the promise of regular shareholder updates proving hollow and no figures to explain the proposed liquidation it is a very unsatisfactory end for the independent shareholders and not a shining example of corporate governance of what is still a public company.

K.

[thehangman] 27/3/2012 19:48

Re Kordels

I notice the brand has now gone back to Les and Optima have brought out their own copycat range.

[deswalker] 27/3/2012 08:40

Graham1TY - could you give me a call please. I have some info. Thks.

[graham1ty] 25/3/2012 18:55

I wonder if any of those voting for the deal have a stake in the future company ? Would be much cheaper for Fred if some of the original holders were part of a consortium backing this ........and they would vote for the deal

[playful] 24/3/2012 09:56

Just booked my hotel & train tickets, going down the night before to guarantee I'm not late for the 10am kick-off.

I expect we'll see some fireworks and Paul Shackleton told me he wouldn't miss this vote for anything.

Remember a vote against is a step towards a Fred free future!

You can see the map & directions to the venue on

[thehangman] 23/3/2012 18:32

Optimas Aloe vera range had a huge share of the market,there wasnt a brand even close to them so how could they be out of stock for such a lengthy period? Who is to blame?
In the mean time Lifeplan and a few others have taken up a good share of this once lucrative market,offering the chains a better RSP and terms. How can Optima get this market back?-------though Fred and Steve are very shrewd business men who built a great company from scratch,maybe they can turn it back.And im led to believe a astute FD.
Good luck to them.

Times are tough in the retail sector with the big multis demanding from manufacturs 60-65% of trade, and trade being 33%

[playful] 23/3/2012 15:35

poacher45 - I know what you mean but on this occasion we may very well have a pleasant surprise.

[deswalker] 23/3/2012 15:33

poacher - I agree it is unlikely that Aviva will vote against but will manifestly be open to a competing offer as anyone would be. The decisions of Ivor Harrison and Tim Dye may also be set in stone but equally they may be as surprised as the rest of us at the apparent translation of at least 6.2p per share in net cash into a final return of between 2.8p and 4.5p per share. Where has the rest of the money gone ?

[poacher45] 23/3/2012 14:46

I hate to tell you this but you are bashing your heads against a brick wall. I wrote to Aviva when they decided to take Ransoms private and for whatever reason they will always vote with the directors.

[deswalker] 23/3/2012 12:03

The last publically available Balance Sheet date is 30 September 2010 !! On that date we had ...

NTAV per share = 5.37p
Current Assets minus All Liabilities per share = 2.48p

Since then we've traded very profitably and sold out of two subsidiaries. Any guesses what the same ratios on the 31 March 2012 Balance Sheet would look like ? My guess would be a NTAV per share approaching 6.5p and Current Assets minus All Liabilities approaching 5.5p.

This alongside a very profitable little business with lots of intangible brand value and considerable net-cash, and yet we're expected to accept "somewhere between 2.8p and 4.5p per share" !! Do me a favour.

[deswalker] 23/3/2012 11:44

Worth highlighting here who I believe (and it seems way too accurate to be merely coincidence) are the Irrevocable Undertakings in the Offer Document. IMO they are ...

Fred Whitcomb - 12,006,929
Stephen Quinn - 12,006,929
Aviva Investors - 11,493,713
Ivor Harrison - 4,300,000
Timothy Dye - 3,392,915 (all the others are obtained from RNSs and Annual Reports but this one is from a basic form of the share register obtained by another shareholder).

Total = 43,200,486 which is EXACTLY the number given in the Offer proposal.

Quite how firm the latter three (Aviva, IH, TD) are in their acceptances remains to be seen. Some contacts have speculated that they may have tentatively given their agreement in principle but actually are quite shocked at the low shareholder returns being expected. I certainly do not believe it to be beyond the realms of possibility that they might change their minds.

[playful] 23/3/2012 10:28

True, but this very same opinion is shared by current shareholders.

[davidosh] 23/3/2012 10:20

I think greengiant dumped his holding did he not ?

[playful] 22/3/2012 23:30

As a Private Investor I could use my shareholding to ensure that I got a decent return out of this, or I could state that EVERY shareholder regardless of whether they own 0.01% of the company or 5% has the right to expect to be treated fairly.

"greengiant - 13 Nov'10 - 16:34 - 444 of 834"

[deswalker] 22/3/2012 22:37

The 9 January news release informing us of the sale of Ransom Naturals says that the holding company would receive £3.6m in cash which would be used to repay holding company net-borrowings of £1.35m. This leaves the holding company with a net-cash position of £2.25m. It appears from today's announcement that the Ransom Naturals sale comes with a warranty but no terms have been disclosed.

Today we are told that the Optima subsidiary is to be sold for £3m and that this sale also comes with a warranty once again without any specific terms. At least part of the consideration is received by the holding company not in new cash but in tearing up money owed by the holding company to the Optima subsidiary but this is just accounting.

As far as I can see the net effect of all this has to be the holding company containing £2.25m + £3m = £5.25m plus two warranties against poor performance at Ransom Naturals and Optima (neither of which have been disclosed so we don't know how long they last or how likely they are to be called upon).

A clean £5.25m equates to just over 6.2p per share and a return in line with many shareholder expectations. But part of this £5.25m will be swallowed up by various fees to liquidators and the like. Also part will need to be retained until after the two warranty periods have expired.

BUT the range of expected payouts is between 2.8p (£2.36m in total) and 4.5p (£3.8m in total). Presumably the range (£1.44m) is linked to the warranties and represent a very generous and yet completely undisclosed contingent liability which may take years to roll off but we just don't know.

BUT even if these liabilities are not called in so that shareholders receive the highest per share figure of 4.5p (£3.8m in total) we are still left wondering where £1.45m has gone. Are we expected to believe that this sum will go to pay the liquidators and other fees ? If so then they are very very expensive and much more expensive than those of a similar situation I'm currently involved with.

Of course the more synister alternative is that the holding company will not end up with £5.25m following the sale of Optima but will end up with rather less. If so one is left wondering where the shortfall has gone and whether any is actually being included inside the Optima subsidiary !?

If so then we are faced with not just selling Optima for an Enterprise Value of 2 times current EBITDA (approx £1.5m per annum) but quite possibly only 1 times EBITDA if the "missing" £1.5m has somehow found its way into Optima.

In short, it is all very unclear and needs clarifying before shareholders can be expected to decide on this deal. I urge all shareholders to press the company for clarification of these issues. Contact details for the FD and Chairman can be supplied upon request.

I also wish to make shareholders aware that various enquiries suggest that the claimed 51% irrevocable undertakings are anything but. Consequently this vote is far from certain to pass and hence I urge shareholders with shares in nominee accounts to speak to their brokers immediately to ensure that they can vote them as they wish. If their broker does not offer such flexibility then please consider getting them out in certificated form asap.

[deswalker] 22/3/2012 14:33

Graham1TY,

I wouldn't mind having a quick phone conversation. David S has got my number.

Des