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AP. Alltracel PH.

13.82
0.00 (0.00%)
Last Updated: 00:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Alltracel PH. LSE:AP. London Ordinary Share IE0030515666 ORD EUR0.0125
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 13.82 0.00 00:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 13.82 GBX

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Date Time Title Posts
14/6/200808:46Alltracel 2007 - The year of share holder value2,283
27/12/200611:39Alltarcel 2007 - The year of change5
27/12/200608:01Alltracel 20061,151
06/7/200612:10Alltracel - New 2005 Thread2,163
12/5/200614:46Alltracel Ph plc2

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Posted at 12/4/2008 00:08 by alimo
I hope this gives an idea of what happened on the 4th.

ALLTRACEL? – IT'S A SCRUM 5!

Everywhere you go in Dublin, the visitor is reminded of the quality of rugby played in this country. Ah, those were the days, when my visits were rewarded with victory, against the odds!

On that Friday, Shareholders turned up at Fitzpatrick Castle Hotel, Dublin, to the Court Meetings, to take the offensive against a trio of 'Independent' Directors who have all but given the Alltracel keys to Hemcon from Portland, U.S.A., for not far short of free. The 'Independent' front row trio were there to justify their weak reasons for taking Alltracel private, and out of Irish Control, and out of shareholder control as well, and they repeatedly fell back to their 'own goal' line, with their unseemly confident repost – let the shareholders decide; likened to a defensive touchdown in goal, to get a breather and regroup. The referee has to refer it all to the judges at the High Court, for, on the face of it, it would appear to the educated observers, that the flankers have been busy working to make the Hemcon take-over a success, despite all the protests of shareholders.

There may have been about 45 people in the first Court Meeting, comprising shareholders, and a team of others who must have qualified to get in under some pretext or another. One of the others had to be the company legal adviser or coach, with actions similar to a bookie's runner as his hand signals were given to the trio, influencing which questions should or should not be answered.

After considerable calls for penalties by the anti-Scheme team, the formalities allowing Computershare Investment Services (CIS) to collect the 'In Person' proxy voting slips, went ahead. Then without hearing from CIS about which way these 'In Person' votes were cast, we were told how many proxies had been sent in and the number of shares these represented. Out of 276 proxies sent to CIS, 220 were FOR and 54 were AGAINST. The total FOR votes of shares only represented 50.1% of the total Alltracel shares of 142+ million. Knowing how many small investors have been 'injured' by the 14p offer, one was left in wonder at the quality of stitching used.

This first Court Meeting was adjourned about an hour later than expected, but the second Court Meeting, held to consider the voting of the Management Class under the Scheme was adjourned in record time.

The EGM followed immediately, and CIS collected the blue forms representing the 'In Person' voting, cast either FOR or AGAINST the Ordinary Resolutions. Then the Chairman announced, sensing victory, despite being trapped on their 'own goal' line, that the share count FOR all the Resolutions came to 94.7% of the total EGM proxy count. Wow! That seems pretty impressive, but, only 43% voted FOR out of all the 142 million company shares. Before this meeting adjourned, the shareholders succeeded in their request for a show of hands, FOR and AGAINST the Resolutions. By 12 votes to 8, shareholders voted AGAINST each of the four Ordinary Resolutions.

So, the playing field was chosen by the company, and out of the many questions that saw play going back and forth, perhaps five are worthy of mention:

1. Were all the 'Independent' Directors truly fit to play for the company? More to come!
2. We were told by the 'Independent' Directors not to believe the 22nd February 2008 report we read on the Portland (USA) Business Journal website, where it was reported that "The two companies started doing business together about one year ago. Acquisition talks started soon after". Alltracel 'Independent' Directors are on record in the Scheme document saying, 'to the best of their knowledge and belief' negotiations did not commence until Hemcon's first approach in December 2007! Confused? Many are concerned that even the statements don't match up. Maybe the High Court can sort this out, for if we are being misled on this matter, then who's to say what we can believe of all the rest!
3. Why was, and still is being withheld, share price-supporting information withheld from shareholders at such a crucial time as this? Yet management allowed due diligence to go ahead in December to enable Hemcon to have all the information, denied to shareholders; the very information shareholders were waiting for, with great patience.
4. How is it possible that directors, who have sanctioned expenditure of probably over £65million, over 12 years, on R & D and other costs, are able to rush into selling the company to Hemcon for an agreed £20.8 million? Shareholders have stood by the directors, so why is there what seems like indecent haste to give it all away, especially when the company is reported by the 'Independent' Directors to be in a general position of strength, not weakness?
5. Why did we start hearing in the week leading up to the Court Meetings from shareholders that were having trouble accessing the Scheme document and proxy forms? The excuse from their nominee account managers, explained they had heard the Scheme was a merger, and a done deal, so there was no point in sending out the documents. Perhaps, because most private investors are in nominee accounts with the large financial managers; just perhaps, this explains the poor proxy returns, and poor percentages of shares counted, compared with the total 142 million Alltracel shares.

Were these unreasonable questions? No, they were not. But then the Company front row trio was thinking it doesn't matter, because the proxies and share count will secure a win anyway.

So, we are back to the scrum 5! The ball goes in, and the company collapses the scrum. The referee wants to award a penalty goal, to the shareholders pressing against the Scheme. He has to consult the confusing laws (just like the television judge), the laws chosen by the company directors, its solicitors and its financial advisors, to 'fix-it' for Hemcon. The AIM NOMAD (also in DAVY) needs to examine the correspondence between the discretionary clients, to find out how many gave instructions to vote FOR the Scheme.

We need to delve into the discretionary votes, we need to get answers from CIS who know how and where the votes came in from. Davy and others may have to answer their special position of influence. The DOCE and High Court will want to know that if any influences have been exerted, then this will have to have been done in an equitable way.

At the end of the day, I am a retired private investor with much of my pension at stake in Alltracel. The above summary is only my analysis of what has taken place to date. I would not be taking care of myself or my family if I did not seriously question whether the take-over has been handled with the complete integrity it deserves.

Since I wrote this I see the RNS shows the total voting including those that turned up to the meetings. Its obvious that most shareholders there voted AGAINST by 14 to 8 in the first Court Meeting! Even worse is we now know that the total proxy votes don't even reach 50% of the 142+million shares, which is hardly representative. The High Court should order another election, and ensure that every shareholder gets sent proxy forms, especially where they are nominee or discretionary, and the bill should be paid by the 'Independent'Directors, and DAVY the Financial Advisers, for coming up with the Scheme of Arrangement. If they don't, it will appear that the High Court will condone, what looks quite like a very few people are able to manipulate the law and possibly the nominee/discretionary holding systems to bring about a distorted result. The law also needs to be tightened up for future company takeover activity, to ensure that at least 75% of all shareholders actually vote.

I hope the Ireland High Court takes note of this and throws this Scheme out, at least until the voting truly represents a majority.
Posted at 01/4/2008 15:07 by alimo
I phoned Hargreaves Lansdown who hold my shares in a Nominee A/C and they said I couldn't vote by proxy personally, but they would inform Computershare Investor Services that my vote is against the Scheme. They have sent me a LETTER of REPRESENTATION to enable me to attend the Court Meeting and EGM on Friday.

Time is of the essence 4web and others who haven't sent in their proxy vote forms. Tomorrow 2nd April at 10.15am is the deadline if your not attending. You need to contact Computershare Investor Services by phone (+35314475441 outside Ireland, or 014475441 in Ireland) to see if they will allow your proxy voting forms to be scanned and sent in by email. If they won't allow this or by faxing( by post is what the Document says) then you could post them by the quickest mail method you have, addressed to me (email me at alwamo@talktalk.net and I'll reply giving my name) at c/o Fitzpatrick Castle Hotel, Killiney, Co. Dublin, Ireland, and hopefully I'll be allowed to present your Pink and Blue Proxys to the Court Chairman at the first Meeting at 10.15am.

I hope that many unhappy shareholders will turn up on the day. I wonder if the super share deals go beyond just the quoted few senior management, because if staff are being given shares in Hemcon to replace the Alltracel shares, then it must be only fair that affected management and staff/employees should not be able to vote, because of their conflict of interest. All cannon fodder for the High Court to consider!

I want the Scheme postponed, or stopped altogether, particularly because something as important as taking the company private to the exclusion of existing Shareholders, should be done completely in the open, by convening a General Meeting prior to the announcements to get soundings from shareholders
about a) whether a takeover to go private is necessary for the future growth of the Company and, b) if so at what price to suit all shareholders.

My real complaint is the "Independent Directors" have made it as easy as possible for Hemcon to afford the buyout. If they had to pay three times (it has cost us £65million to get this far) their present offer of £20.8million, would they have still been interested? They (our Directors) withheld precise news they said they would reveal in the 4th Qtr and by the year end (meaning 2007 and not 2008!!), and by doing so may have caused the already depressed share price to stay down, allowing Hemcon to come in with their rediculous offer of 14p, which is a buyout on the cheap. If the Scheme is stopped or postponed then the price may drop back to 9p. But I and many shareholders have confidence that when all the good 2007 and 1st Qtr news that at present is known only to the Directors and management is released, the price will go up beyond the 14p offer, because the market will see how undervalued AP. is, and buy. It's a pity the directors have lost their vision as leaders, and want to be led by Hemcon.

Hoping to see many of you in Dublin - must get transport to and from the Airport + accommodation fixed up. Sadly, I'll not be able to stay awhile and partake of all that's good about Ireland. It'll be odd making a visit and not having our usual bunch of rugby supporters there with me. Ahh those were the days! I survived, and have the T shirt! I wonder if the Court will even allow anyone to speak - I don't even know the procedures for the Meeting.
Posted at 27/3/2008 16:23 by alimo
Looking at the accounts from 1999 to 2006 and then adding the same as 2006 for the undisclosed Financials for 2007 I've calculated on todays exchange rate of eur/gbp of .7847 that it cost us approx £65m to get Alltracel into a condition where the Independent Directors have agreed to sell out our company for £20.8m! The directors are pleased to recommend this deal for our acceptance. I can now see why I'm gutted that there isn't some financial ombudsman that is there to protect shareholders who have loyally held share for six years, from this sort of behavior. Surely they could have forced Hemcon to give good value, or told them to get lost! By now we would probably have had the information the Directors said they would release in the 4th Qtr of 2007 and we'd probably know the 2007 FYE figs. The share price might not be much more than it is today, but we'd know that we are still owners of a company that has every prospect of achieving the sorts of share price we have been holding on patiently for years. The share price could also be a lot higher. What on earth has got hold of the Directors?
Posted at 12/3/2008 22:04 by cumnor
I bought these before xmas for 10p average and hoped for a better return than the 14p, although the present goings on don't surprise me in the least. The share price last year fell out of the sky despite no bad news being announced nor was any attempt made by management to explain or bolster the share price to strenghten the company assets for the benefits of both shareholders and employees. As the company has several irons in the fire and made acquisitions the share price fall would have suggested a problem at one section or other. If there was then an announcement to that effect would have explained the share price fall.
Some people on this bb suspect that negotiations (of a sort) have been on-going for a long time prior to January's announcement and that management need to prove that they have'nt. If there was a suggestion of a bid last year then of course they would need to explain why this was not made public. The notion that there is no money available in the markets for biotech or healthcare related issues is nonsense. AZM just raised 10ml, tissue science has recieved a very reasonable approach and mdx is subject to same. Good companies will do and if ap is such a loser then what are Hemcom doing with it.

Regarding the present situation what is the nature of any alleged inducements (if any)and promises Hemcom have made to management to proceed and in accepting them (if they have) have management acted in the best interests of their shareholders and the employees. We need full disclosure. Considering the potential of the company (I would like mgmt to prove me wrong if they can by stating where problems are occuring) then I would'nt be bought off by the promise of a 10% bonus and a few shares in a new company if I were an employee of altracel, or such like.

The institutional investors who bought in in the last year sub 13p need to clarify if any inducements or promises about the possibility of a takeover were made or the guarantee of a small but secure return on it happening was alluded to. I'm sure there was'nt but clarification would do no harm. Any institution that paid more a few years back might feel somewhat aggrieved at such special treatment being offered to their competitors if indeed such underhand practices did occur.

Regarding aim in general I have no objection to making a 40% profit on any investment but what I would object to is some run of the mill management (and I am not talking about ap here) concealing information (if that were shown to have occured)from me and other shareholders and employees and making a 400 or 4000% return down the road, in concert with a company that might or might not have offered inducements for the same purpose without proper and fair disclosure being made to all interested parties.

The total absence of relevant news for the past year in ap's case makes me wary. Fine, if the company is about to go down the drain and say Westone are losing money hand over foot or Synpart are a con for which they paid several million euros then ok, lets get the news out. We are all big boys and can take our losses.

But the hint of non disclosure is, in general, a differnt matter, if indeed such does occur. It affects employees, shareholders and more importantly affects the prospects of decent companies on AIM whose share prices are battered even when they announce half decent news, because no one believes a word from the directors' mouths-(eg look at pre -irish company-director bought 5 million shares last year, recent good news and no debt but share price languishing, maybe because investors in general know management in small aim companies can manipulate them to their own benefit and the stock exchange is powerless to stop them. Pre (I dont hold)like many other companies on aim are, i'm sure, very well and honestly run but the hint of share price manipualtion, dodgy deals and non disclosure, as has been alluded to in the case of AP on this and other bulletien boards, can do serious damage to good companies, and thus the call for an investigation by some shareholders.

As I have said AP is almost certainly a very well and very honestly run company (that's as much as anyone can say about any public company)with all happening above board but the sheer lack of news and the sudden anouncement out of the blue of an approach (without management having prior knowledge) would make me at least give some credence to those shareholders who bought in at a higher price feeling aggrieved and who suspect a conspiracy theory. Management have'nt done enough to convince them that there is'nt a grain of truth in some of the allegations. Of course I, like other shareholders. would love to be proved wrong even if the deal falls through and the share price collapses. At least then the market could be seen to be working. I can take the losses.
Posted at 07/3/2008 02:33 by alimo
THe Bizplus article "Bloodied but Unbowed" everyone should read.



It contains an accurate description of the company up to 0606, and an even better introduction to Tony Richardson who has been at the helm since the startup prior to going public in 2001; describing his dilemma of being held up by a poor performing SP, even when profits were in sight, and revenue growth despite being spectacular between 2003 and 2006, was regarded as underwhelming by the financial gurus/gnomes. I would agree wholeheartedly with him that the share price has been very disappointing. His plans for AP. are not a corner-shop EUR25m outfit; much greater is his vision for the company, see our Authorised Capital.

I think he has done well considering he went public in the same year as 9/11 and then had to continue to steer AP. through the markets, following the Iraq War in 2003. He is the accountant that with hindsight, might wish that he had been able to delay the IPO till 2004, when turnover started to rocket. I'm sure the share price would be a lot higher, had he waited. But that's not how he and Gerard played the cards, and they needed the cash from us back in 2001 to get the SBF plasters up and running. So we small shareholders were essential to his way of thinking, back in 2001. Is that a reason for blaming us long term PI's for all AP. woes.

So, something has happened since 0606 for Tony to rethink AP. into going private again, and ditching most of his private investors into the bargain. But he's not going to lose his Alltracel, is he. But we PI's are if his scheme is allowed to succeed. He even brought 4 institutions in, but how has he managed to get their votes to help him ditch us, when with them on board he could probably look forward to a re-rating without having to sell out to Hemcon? It's a mistery, isn't it? So Tony will still be at the helm of what he must consider is his company. Except, he brought in shareholders and now should be working for ALL of them, (and not for himself and Hemcon) and especially for all those who bought in at much higher SP's, and have held for the good times that are still to come. The deal with Hemcon isn't good enough, so how does he get us all to buy it? How does he manage to get ASPartners, AXAFramlington, Appian, Investec, on his side, because he will need all their shares to succeed? How can Gerard Brandon agree that this is a good deal, when he knows how much has been spent in getting the IP to its present marketable status? Sadly, I have to presume Tony and Gerard are still buddies, and Gerard's holding can maybe be relied on. But all of them put together still isn't 75%. So how does Tony sell the scheme to the rest of us?

Do we all just doff our caps, bow our heads, shrug our shoulders with a touch to the forhead, and wave goodbye to our company. Surely a white knight can be found, that is willing to take AP. into the future. How does the deal with Convatec stand up, when Hemcon controls the nano deals. How are the Germans at Synpart reacting to this mega change, or did they know something.

wes1, I'll try putting a mic to my phone, to see if I can record what ASPartners said. If that doesn't work I'll just have to try to write down everything. I got the impression that he might have been saying that they consider that the reasons for building up a holding of 13% have changed, because AP. are no longer the attractive microcap they thought they were. How do they make this kind of change in mind, after spending a whole year thinking otherwise? Are they all going to be of the same opinion? I thought institutions are made of stronger stuff than this. Pretty feeble eh? I'm NOT saying they have all been put together to help Tony pull off the deal for Hemcon. But it would make a good story line for a novel. The title could be "Who needs the pixies, with friends like these!"

Why has a rights issue never been tried?

So how do we get organised to hold on to the 25%. How do we get the directors to release the FYE figures, with an in depth statement about the developments. Do we need to be represented at the High Court hearing, and can the scheme be fought and squashed at that stage.
Posted at 29/1/2008 00:44 by alimo
Hey cumnor I didn't mean to offend you. In the context of doing a very simple check on the number of posters since the beginning of December I noticed two amusing things. I am correct that you posted only once SINCE 01/12/07, and it wasn't sweet " " but a healthy "." . I suppose we all have our different slant on these shares, but until information comes forward we'll still all be guessing. We need to be vigilant about many things, and your tone will have some support. The management/directors can't all be rogues and to try to pull the wool over the eyes of so many small shareholders is virtually impossible. So let's give them the benefit of the doubt, and our full support in either

1. taking us forward into the next phase of our development as AP., or

2. extracting true value, for all the £millions, skills, and time, invested over about 10 years, in bringing the products and intellectual property to the present greatly undervalued asset strengths.

Many people along the way have lost a lot of money by investing in these, but have held on because they always believed the stories from the directors, about how good the science is. They are the ones who have to prove they have the skills we've trusted them to have, and by succeeding in this they enhance their careers and reputations. And they've been paid very well even during all the down times. The alternative is usually based in greed, and deception, and I don't believe any team players can pull this off successfully, because it needs all to be implicated in trickery. So let's go along believing that their negotiations had to be veiled in secrecy, and because of this our share price plummeted. Now things are different. They know we know the share price is far short of true value, and have had to say what they can (within the bounds of continuing secrecy agreements) in the TU, to cause the share price to rise, and continue to rise. We haven't been allowed to get on to the horizon let alone be seen over it, and I still don't think we are widely known, or you'd find that every punter would be recommending their clients to buy right now. You've got Tom Bulford still recommending CRA, that has already doubled in the last 12 months, but has correctly steered away from us for years. Maybe when the CVH and other deals are announced with good 2007 fundamentals, he and others will plug us among their clients. Until then, it's us small shareholders that have to be responsible and wary of the MMs and their tree shaking tactics to create the liquidity they trade in.

Hey I could go rabbiting on - but you know what I mean, don't you?
Posted at 28/1/2008 16:42 by buywell2
Re the AP. share price and the way the chart is now near vertical

It's future I believe is to some extent in the hands of those who read this thread

OK perhaps 26 or so post regularly , but how many lurk and just read only but still hold shares ?

As we have seen 0.75p up in a day on just over 100k of shares traded is now the norm.

I therefore submit that if no small sellers sell now the share price will continue to rise.

I also think that such price action will result in an announcement from the AP. buyer within days
Posted at 26/1/2008 14:58 by buywell2
The next set of results should show the old AP. business with a revenue of around 22m euro as some HemCon monies will be included

Here is the last interims

Interim Results
Interim Results for the six months ended 30 June 2007


2007 First Half (H1 2007) Financial Highlights: Last years profitability growth continues into the first half of 2007.

• Operating profit of €387k versus €71k in H1 2006
• EBITDA of €592k versus €360k in H1 2006
• Gross margin increased to 40% versus 36% in H1 2006
• Revenue of €10.1M versus €9.5M in H1 2006
• Closing cash balance of €2.3M


Synpart will be adding 3.5m euros to this figure so I expext AP. to post around 25m euro a 25% increase on last year and also a reasonable maiden yearly profit of possibly around 1m euro

Now at friday share price closing the market cap in euros is
17,810,000.00 GBP = 24,039,047.28 EUR

So assuming Alltracel make 1m euro profit in a matter of around 8 weeks we would be seeing AP. trading on a P/E of around 24 at friday SP

Is it any wonder that the sharks are circling ?

AMS when they announced a maiden profit traded at a P/E of around 55 they trade now at around a P/E of 45

In 2008 with additional revenues coming on stream from Synpart merger plus HemCon plus oral care developments and the rest , it is not a big stretch to see profits easily doubling to 2m euros

ie AP. is trading today on a forward P/E of 12 for 2008

AMS share price tripled in the year following it's maiden profit announcement I see no reason why AP. can't eclipse this

Do you want to sell this company ?
Posted at 26/1/2008 14:47 by buywell2
.............. Getting value for shareholders in Alltracel ................


I think it would be circa 85% certain to say that the buyer will turn out to be one of AP.'s existing sponsers/partners.

However as I have said to sell the WHOLE of AP. to a single business unit sponser/partner does NOT obtain best value for shareholders.

I propose the following shining path to a rightious and just reward for those true followers of this share,

1. Identify the buyer
2. Identify the business unit in which he is the sponser/partner of AP.
3. Negotiate a fair value for this unit ONLY


If this can not be found then I recommend the following action, which could be taken anyway with the Healthcare unit which has HemCon now on board

4. Split this unit from AP. with designated management
5. Float this business on the stock exchange


I don't see any reason why this methodology could not be followed with each business unit once licence deals where in place with the sponser/partner concerned

If somebody can shoot this down .... fire away
If somebody can expand on it please do

If this can't be done I do not want AP. sold

If the buyer is one of our sponsers then they must know something that makes AP. look a juicy plum

Lets keep it and reap the benefits in a year or so when the share price could like AMS triple from 9p and be 27p plus
Posted at 25/1/2008 16:30 by buywell2
Like I said earlier as the share price is now rising sharply

Therefore the cheapness factor for the potential buyer diminishes in proportion to the share price rise

So all the hard work of driving the share price down is becoming undone rather sharpish.

This as others have said is no doubt through a nominee a/c in Investec and could therefore be owned by anyone ..... even somebody posting on here

One would therefore imagine that they will be putting their cards on the table within days now to salvage their attempt at a 'pre-emptive peanut takeout'

I hope that AP. management give full and fair disclosure on what has gone down together with a statement as to whether this is the same outfit that cased our joint a year back and scarperred.
Alltracel Pharmaceuticals share price data is direct from the London Stock Exchange

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