High-Point Ren. Share Discussion Threads

[targatarga] 22/9/2003 07:07

Do I get the impression this thread is dead. Regards.

[ken50] 20/9/2003 12:04

Cedar and John Moulton are a case in fact.
De-listed with only 70% acceptances at 3p.
Had a rights issue which turned 70% into 94% .
Unfortunate but small companies are especially vulnerable to this kind of action.

[targatarga] 19/9/2003 20:18

The writings been on the wall for months. Rose coloured spectacles continually fail against venture buyout teams. They delist and then dilute your holdings. This happens regularly. If you continue to hold hpt your betting that management are nice people.

[land rover] 19/9/2003 14:59

As I have already said, the deal has been done and its time to move on but according to KEN50 there is a very, very long way to go yet! Watch out for the compulsory purchase.

[maxlenton] 19/9/2003 14:40

So hands up if you think its all over, if you do then the board have sucessfully fooled you from what I believe hence the release of the RNS

They are not in the position to force you to sell the shares see bellow:

Extract from there origional RNS regarding section 428 compulsary purchase and delisting, note the line "and sufficient
acceptances are received and/or sufficient High-Point Rendel Group Shares are
otherwise acquired" how they word it although the offer is declared unconditionally accepted they still have to gain a high enough percentage which although they don't say it is 90% to delist and compulsary purchase.

"(extract from RNS)
If the Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received and/or sufficient High-Point Rendel Group Shares are
otherwise acquired, Charco intends to apply the provisions of sections 428 to
430F (inclusive) of the Companies Act to acquire compulsorily any outstanding
High-Point Rendel Group Shares to which the Offer relates not acquired or agreed"

This is an extract detailing percentage votes required
"The UK has a procedure enabling the compulsory acquisition of any
outstanding minority interests in the target. The level of
shareholding entitling a bidder to start this process is 90 per cent of
the shares to which the offer relates. The lending banks, in
particular, will be concerned to ensure that an outstanding minority
can be compulsorily acquired. There are also other issues if the
bidder cannot get to 100 per cent such as value/cash flow leakage
and tax and softer issues such as the conflicts created by the presence
of the minority, the potential need to maintain the listing of the
target, the influence the minority can exercise and its impact on any
exit.
Shares purchased or held by a bidder or its associates before the
posting of an offer document will not count towards the 90 per cent
threshold required to implement the compulsory acquisition
procedure under section 428 of the Companies Act. Market
purchases made after the offer document is posted will count
towards the 90 per cent threshold for section 428"

Note they need 90% don't sell

What I don't understand is what happens if it is declared unconditional but they can't obtain all the shares does that mean that they have to make additional incentives to those refusing, or do you just automattically get shares in the new company what?

The buy was most likely the bidder mopping up or someone speculating on the above.


But remember it is not all over!!!

[le turk] 18/9/2003 15:30

someone has just made a purchase, why?

[land rover] 18/9/2003 09:43

So much for the theory!

[ken50] 17/9/2003 18:07

AFX news says money will be paid within 2 weeks of accepting offer.

[awalden] 17/9/2003 16:56

Can anybody advise how long this process of share purchase will take. I am inclined to take the 3.5p now as I don't hold much stock

Many thanks for any information/advice

[rockbottomone] 16/9/2003 09:09

So accepted by 17% of free votes, and rejected by 28%. Nuff said.

[rockbottomone] 12/9/2003 16:42

Fully agree with what Ken50 has said so far, the rejections on this board alone are about 4%. It isn't going to happen. And if it does, by another means, then there is always the "fraud on minority" part of the companies act to consider.

"The central idea of the exception is clear enough. Fraud on the minority is essentially where a wrong is being done to the company (such as misappropriation of its funds, diversion of business or opportunity away from the company, misapplication of its assets, etc.,) by those who are in control of it.
A clear case would be where the directors, who are also the majority shareholders of the company, make substantial and wrongful use of its assets for their own purposes. Such conduct would be a breach of the directors' fiduciary duties and so a wrong done to the company. Under the rule in Foss v. Harbottle, only the company could sue. But the company will not be able to do so because the people who are committing the wrong are in control of the company and are not likely to sue themselves. In these circumstances, a minority shareholder may sue on behalf of the company, as otherwise no remedy would be available.
Such an action is said to be a 'derivative' action because the shareholder's right to sue is derived from the company. Any remedy, such as damages or restitution of property, etc. will go to the company, not to the shareholder who brought the action. A shareholder may get a preliminary order in appropriate cases that the company is liable for the shareholder's costs in bringing the action"

[targatarga] 11/9/2003 09:52

Please be quick with your enquiries SAB8 as holders will start to accept defeat and accept offer. Regards.

[sab8] 11/9/2003 09:02

my holding is 111000 and not 11100 as i initially posted

[sab8] 11/9/2003 09:01

Hi Guys

I also hold about 111000 shares here. unfortunately i have not recieved their offer documents. I am not accepting the offer. I am going to spaek to paul shackleton to ask what is the state of play if they dont get 90% acceptances. I am also thinking of sounding enterprenuers like Andy ruhan to take a look at this company as they can invest few million and improvise the company and make their millions and hopefully we shareholders ccan get better offer Do any of you know entreprenuers or investment houses that may be interested in this company why dont you sound them

Sab 8

[targatarga] 11/9/2003 07:37

The company can still delist with under 90%. After that they will dilute our holdings with underhand tactics. Minority holders are unfortunately doomed.

[land rover] 10/9/2003 16:47

Hopefully I am wrong, but there again I havent bought in to HPT shares!

[ken50] 10/9/2003 15:12

You are wrong.
The lesser amount does not relate to compulsory purchase of the remaining shares.
That figure is definitely 90% and is not set by the company.
Very, very long way to go yet.

[land rover] 10/9/2003 08:29

They need 90% or such lesser amount as determined by Charco - read the offer

[ken50] 10/9/2003 00:16

Its early days yet.
Its the management and their advisors who are coming under increasing pressure.
Any impression to the contrary is simply an illusion they are trying to project as fact.
If 90% isn't reached they don't own the company.
Thats a fact.
Even an idiot knows 4p isn't fair value so they are simply trying to scare us by saying " take it soon or get nothing "
I'll wait thank you very much.
They are much more desperate to make themselves rich than I am to sell at a derisory 4p.

[ken50] 09/9/2003 21:34

They need 90% to force the other 10% to sell.
I don't believe 4p a share will be enough even with the scare tactics.
Bit of a bummer if you're a HPT manager who's told your wife you'll be a millionaire in 18 months!
In any case no bidder ever starts with their best offer.
Getting to 90% is going to be very,very difficult at 4p.
Patience should nudge a greedy management to up their offer.
The longer we do nothing the more likely another bidder will emerge or the management will panic and offer more.
Just a matter of waiting.
Greed is a powerful motivator for them and the fear of losing so much will increase exponentially as time goes on.

[land rover] 09/9/2003 16:09

This needs to be balanced against the options open to Charco which in my view is leaning more towards an engineered compulsory purchase of the remaining shares (some 11,616,739 )floating around the market. It may be the case that holding out for a higher price may no longer be an option! Charco may exercise the provisions of sections 428 to 430F of the Companies Act which would allow them to purchase the remaining shares at the offer price of 4p. Case closed - time to move on.

[targatarga] 09/9/2003 16:01

I certainly wouldn,t buy in the market pylon. Patience may prove worthwhile.