MWB Group Share Discussion Threads

[smithie6] 06/5/2013 14:11

seems very strange that the hotels have apparently been sold....but no RNS to inform shareholders !!

[smithie6] 06/5/2013 14:06

break fee

I wonder if it was to keep them quiet....and encourage them to stop legal action already started ??

[bonio10000] 23/3/2013 16:36

So everyone happy apart from those who actualy own the company

i.e. the ordinary shareholders.

Well done all the professionals involved.

Well done.

[scburbs] 21/3/2013 13:24

Phyrro received a £9.4m break fee in respect of their offer for MBE. A quite ridiculous level of fee. Basically 50% of the additional value derived by MWB from the increased Regus offer was paid to Phyrro!

[scburbs] 19/3/2013 10:29

It was a tough ask following the action by Pyhrro to secure a decent price for MBE, but I think the administrators might just have done enough to secure a nil return for shareholders! It looks pretty tight (depending on whether the Malmaison preferred shareholder has a claim agains the Plc), but I think they have just managed it.

[scburbs] 19/3/2013 10:16

First c.£180m to the banks, next c.£38-40m to the prefs, nothing to the ords. The original arrangement below, shows the amount of the prefs, the hurdle on which was increased in the refinancing.

"RBSM Investments as holder of the Malmaison Preferred Shares is entitled, in respect of any distributions, ahead of the holders of Malmaison Ordinary Shares, to receive (i) the amount invested by it in its subscription of Malmaison Preferred Shares (being £30 million in total); together with (ii) a priority return on the amount of the investment calculated on an annually compounded basis by reference to a pre-determined varying rate (currently 5% per annum until the seventh anniversary of the issue date of the Malmaison Preferred Shares, 6% per annum from the seventh to the eight anniversary and 7% per annum thereafter (the "Agreed Rate"))- the value of that priority entitlement accrued to 30 June 2011 (none of which has been paid) is approximately £7.9 million;

· once RBSM Investments has received the amount invested by it and its priority return as set out above, Hotel Holdings, as holder of Malmaison Ordinary Shares, is entitled to receive the next £47.5m of any distribution or return of capital;"

[scburbs] 19/3/2013 10:12

"Malmaison and Hotel du Vin, whose 27 hotels form Malmaison Group, were unaffected by the administration in November of parent company MWB Group . But the proceeds are likely to be swallowed up by Malmaison Group's debt and payments to preference shareholders."

[scburbs] 19/3/2013 10:09

The administrators appear to have done their best to get the lowest possible price. The price looks to be between £180-200m vs a book value at 31 December 2012 of £330m (40-45% lower than book). I am suspicious that the price has been determined to get repayment for the lenders rather than seeking the best price.

"KSL buys boutique hotel chains
19-03-2013 | 07:00 | Print
Denver-based private equity group KSL has bought boutique UK hotel chains Malmaison and Hotel du Vin.

It is thought to have paid close to £200m. KSL will look to see how it can expand both chains in the UK and overseas. The two hotel brands have 27 properties as part of the Malmaison Group which was unaffected by the administration of parent company MWB Group in November. KSL owns the Belfry golf resort in Warwickshire

19/03/13 Financial Times 21
Times 31, 34, 39
Daily Telegraph B4"

[bonio10000] 20/2/2013 09:31

You would think that £45m in the coffers would help - given they were arguing over a few £m with MBE.

Issue is that the hotels are loss making and the administrators will have racked up a fortune.

Mind you - without the old board draining fees, who knows.

Certainly, on a NAV, MWB should have value, but I do not think we will end up with any.

[paddyloyd] 20/2/2013 09:28

Maybe Pyhrro will bid for the hotels too!!

[scburbs] 20/2/2013 09:18

Great work by Pyhrro on the MBE sale, forcing the price up to over £1/share. If the incompetents previously in charge of MWB had sold MBE when the original offer came in then MWB would not be suspended today IMV.

MBE was in the MWB books at £4m, being its share of assets. Therefore, the sale enhances the MWB NAV by c. £45m.

This leaves the administrators a target of losing nearly £160m on the hotel business (from the last reported position, admittedly 31 December 2011) to ensure that shareholders get nothing!

I am not a great believer in administrators doing a good job, but here is clearly a case where they should realise some value for shareholders. Either that or they will have done a seriously bad job or the hotel valuations have been widely misstated.

[markt] 17/2/2013 16:12

post 1006 over on NBI msg board

[markt] 14/2/2013 18:06

Wow, looks like the gloves are coming off now for MWB and MBE !!

ref. recent RNSs at MBE

"allegations against MWBPL, Business Exchange and the Directors"

"To what extent could the allegations against the current directors of Business Exchange disrupt and distract Business Exchange's management?

3. On what basis has the BX Board concluded that the nature of the Petition, and its allegations against MWBPL, Business Exchange and the Directors, do not need to be more fully disclosed to all market participants?"

[markt] 03/12/2012 13:50

Have any of you posters considered to send an e-mail to the SFO and ask them to investigate to see if any fraud has taken place ?


Over at OCH the situation appears much the same as MWB.
High assets (if you believe the accounts, I dont !), high bonus and numerous bonus schemes for the 2 exec. dirs

and OCH is suspended....

EGM called for 17th Dec I think it is...

dirs. have asked the shareholders to agree to transfer a large % of OCH from shareholders to the directors in return for their salaries !!
(which has official NAV of tens of millions, true NAV is unknown)

For OCH, the regulators and the SFO have been asked to investigate.
SOme people think the resolutions put forward are blackmail/extorsion

'vote to transfer a lot of the assets to the directors or the cash raising does not happen and the co. goes into administration'

The regulators have said they are not interested.

---

Pyrho, ru reading ?
Can you help us wrt OCH ?
such as contacts in London for legal aspects for EGMs and resolutions...and shareholders trying to get an EGM stopped before it happens ??

[crookie3634] 27/11/2012 10:57

Does anyone know how much control MWB has over the Malmaison subsidiary?The chief executive recently said they don't hold a big interest and it's business as usually? I was under the impression MWB owned 83% and RBS investments the rest has this changed?if not surely they will be sold off by delloite?

[bonio10000] 27/11/2012 07:47

An early rendition of Scrooge this year.

Interesting stuff.

[williamgtheobald] 26/11/2012 21:35

The below wasn't written by myself it is a cut and paste job from another poster on the iii However couldn't have worded it better myself:-

'Certainly interesting today to see Pyrrho tell their side of the story as they see it. i think most shareholders would agree with the sentiment. It seems the MWB had a Schadenfreude complex and almost enjoyed putting the company into administration to frustrate Pyrrho, even though directors would lose out and hopefully end up in court once auditors have looked over the actions of some. There is still a 75% stake in MBE up for grabs and 100% of the hotel business so i can only hope suitors are making a bee line for the receivers to offer a price to buy. This might eventually lead to a repayment to shareholders as the one redeeming feature was that MWB was asset rich but cash poor. It appears the directors were so utterly innept to not manage its cashflow better and as recently as 9 months ago accept the Regus offer of £40+ million. The list of inept management decisions goes back a long way as Pyrhho points out and you cant quite believe a company can go this way when it had plenty to offer.

There will be plenty of legal moves over the next 12 months.

However i suspect the final outcome will be Pyrhho buying the remaining 75% of MWB from the receiver for a peppercorn and then keeping all the eventual spoils for himself. Lets wait and see but i dont think Pyhrro are simply going to walk away. They know what they wanted and now the company is with the receiver they have a willing counter party. Good luck to him'

[scburbs] 26/11/2012 13:11

The incentive scheme was designed to pay out £3m if MBE were worth £40m on 30 June 2010 up to £10m if it were worth £80m.

When MBE did a share buyback on 23 June 2010 the group was worth c.£35m.

The takeover offer from MWB valued the group at £32.66m in May 2011.

I wonder who they got to value the business at £40m?

Another example of incentive schemes designed by and for management and not aligned with shareholder interests?

Using independent valuations of a listed business seems a particularly inappropriate why a value a company whose current market value can easily be derived from the share price!

[scburbs] 26/11/2012 12:55

Looks like Pyrrho forced the MBE board to think about what they were doing. A difficult task as evidenced by the Regus debacle. This challenge from Pyrrho appears to be the cause of the administration.



Really quite shocking to see the MBE directors making off with £3m in bonuses!

"THREE directors of MWB Business Exchange, the serviced office provider, have shared more than £3m in bonuses despite a steep fall in the share price.

The men picked up about £1m each from a long-term incentive scheme set up when the company floated seven years ago.

John Spencer, chief executive, received £1.2m on top of his £285,000 salary. Keval Pankhania, former finance director, and Richard Aspland-Robinson, previously an executive director, collected £1m each in addition to their pay. The latter two resigned from the board this month.

Insiders said that the incentive scheme had originally been due to pay out if the company was sold within five years of listing. By 2007, it had become clear that this was unlikely and the scheme was amended so that the reward would be based on an independent valuation of the business."

[markt] 20/11/2012 16:08

"10% loan notes didn't help the company did they"


but one could argue that the loan notes helped the people that signed up for them !!

at 10% interest ....the holders got all of their investment back I think via the 10% interest.....and still hold the loan notes...


...a related party of David Marshall (non-exec) signed up for 60k pnds of loan notes

[scburbs] 17/11/2012 12:16

Times article includes references to the MWB loan note holders wanting to investigate the actions of Pyrrho and whether there have been any communication between Pyrrho and the MBE board. Pyrrho described it as an "outrage" [the possible attempt to cast blame on them] and referred to their repeated offers to provide funding to MWB and their dissatisfaction with the way the group has been run.

[scburbs] 16/11/2012 20:32

Bonio10000, LOL! I am sure we will be amazed by how much less hotels are worth in a disorderly sale!

[scburbs] 16/11/2012 20:30

Bonio10000,

Yes my guess is that Regus will take MBE for a good price (for them).

Any nefarious activities are more likely to surround the hotels business (shareholders and now more pertinently creditors beware).