Abbey Protection Share Discussion Threads

[masurenguy] 31/1/2014 15:16

IG Index have now settled my arbitrage spread position @115.15p and credited my account.

[masurenguy] 31/1/2014 11:20

Crest accounts were credited on schedule today, with the proceeds from the acquisition of Abbey Protection by Markel Capital Holdings. The amount credited was 115p per share. Open Spread positions with IG Index will close automatically @115p as soon as they receive hedged funds from their broker, which could be later today or next week. I assume other Spread Betting companies will close positions on a similar timeframe.

At an average buying price of 69p I locked in an overall capital gain of 46p or 66.7% plus 24.4p in dividends, so I doubled my money in just under 5 years. Not spectacular - I have other shares notably ETO, CMS, GBO, PHTM and RNWH that have delivered much higher growth rates over a shorter timescale - but nevertheless ABB was a very solid and dependable share with a good yield. I also obtained a 2.7% arbitrage bonus (equivalent to an annualised return of 11.1%) by taking a spread position @112p in early November, when the price slipped after some existing impatient holders sold out early. This was my 5th largest holding so it is now a question of where to reinvest the proceeds!

Good luck to exiting ABB shareholders & success in redeploying these funds.

[masurenguy] 20/1/2014 07:58

Timetable remains on schedule.

RNS Number : 8303X
17 January 2014

TEMPORARY SUSPENSION OF TRADING ON AIM

ABBEY PROTECTION PLC
At the request of the Company trading on AIM for the under-mentioned securities has been temporarily suspended from 17/01/2014, 7:30am, pending an announcement.

RNS Number : 9745X
17 January 2014

RECOMMENDED CASH ACQUISITION of Abbey Protection by Markel Capital Holdings Ltd

Court confirmation of Reduction of Capital and Scheme effective
Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115 pence in cash for each Abbey Protection Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Abbey Protection at approximately £116.5m. The Reduction of Capital required to effect the recommended acquisition of Abbey Protection by way of a scheme of arrangement under Part 26 of the Companies Act 2006 was today confirmed by the Court and, following the delivery of the Court Orders to the Registrar of Companies, the Scheme has become effective.

The Court Hearing to sanction the Scheme took place on 14 January 2014 and the last day for dealings in Abbey Protection Shares was 16 January 2014. The Court Hearing to confirm the Capital Reduction took place earlier today and the Scheme has become effective today. It is expected that the admission of the Abbey Protection Shares to trading on AIM will be cancelled on 20 January 2014 or shortly thereafter.
RNS Number : 9882X
20 January 2014
Abbey Protection plc

NOTICE OF CANCELLATION OF ADMISSION TO TRADING ON AIM

At the request of the company trading on AIM has been cancelled from 20/01/2014 7:00am

[masurenguy] 06/1/2014 12:46

RNS Number : 8704W
Abbey Protection PLC
06 January 2014

RECOMMENDED CASH ACQUISITION of Abbey Protection plc by Markel Capital Holdings Limited

Receipt of regulatory approvals from the FCA, the GFSC and the SRA

On 9 October 2013, the boards of Markel Capital Holdings Limited ("Markel"), a wholly-owned subsidiary of Markel Corporation, and Abbey Protection plc ("Abbey Protection" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Abbey Protection by Markel (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115p in cash for each Abbey Protection Share, valuing the entire share capital of Abbey Protection at approximately £116.5m.

The scheme is conditional on receipt of regulatory approvals from the FCA, the GFSC and the SRA. Abbey Protection today announces that it has now received requisite approvals from all three regulatory bodies. The Court Hearing to sanction the Scheme is expected to take place on 14 January 2014 and the Court Hearing to confirm the Capital Reduction is expected to take place on 17 January 2014. It is expected that the last day for dealings in Abbey Protection Shares will be 16 January 2014 and the Scheme will become effective on 17 January 2014.

If the Scheme becomes effective on 17 January 2014, it is expected that the timetable relating to the delisting of shares from AIM, and the crediting of shareholders accounts with the proceeds of their share sales, will remain unchanged as January 20th and January 31st respectively as previously announced in the RNS issued on 2nd December 2013 (see post #253 above)

[masurenguy] 03/12/2013 17:24

RNS Number: 4614U
Abbey Protection PLC
02 December 2013

RECOMMENDED CASH ACQUISITION of Abbey Protection plc by Markel Capital Holdings Limited (to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006)

Results of Court Meeting and General Meeting
On 9 October 2013, the boards of Markel Capital Holdings Limited ("Markel"), a wholly-owned subsidiary of Markel Corporation, and Abbey Protection plc ("Abbey Protection" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Abbey Protection by Markel (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Abbey Protection announces that the Scheme relating to the acquisition of Abbey Protection by Markel was today approved at the Court Meeting and the special resolution was approved at the General Meeting. Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115p in cash for each Abbey Protection Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Abbey Protection at approximately £116.5m.

VOTING RESULTS
The voting results in relation to the Court Meeting and the General Meeting are summarised below:

COURT MEETING
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 96.93% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

Number of Scheme Percentage Number of Scheme Percentage (%)
Shareholders (%) Shares voted
who voted
FOR 83 85.57 81,435,538 96.93

AGAINST 14 14.43 2,575,914 3.07

Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote. The number of Scheme Shares voted in favour of the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 96.93% and the number of Scheme Shares voted against the resolution as a percentage of the Scheme Shares in issue at the Voting Record Time was 3.07%.

GENERAL MEETING
The special resolution proposed at the General Meeting was passed by the requisite majority on a poll. The voting results for the Special Resolution were as follows:

Number of Abbey Protection Percentage (%)
Shares voted

FOR 81,437,051 92.030

AGAINST 7,050,914 7.968

VOTE WITHHELD 1,500 0.002

Next Steps
Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document dated 4 November 2013 (the "Scheme Document") including, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court. The Court Hearing to sanction the Scheme is expected to take place on 14 January 2014 and the Court Hearing to confirm the Capital Reduction is expected to take place on 17 January 2014. It is expected that the last day for dealings in Abbey Protection Shares will be 16 January 2014 and the Scheme will become effective on 17 January 2014. If the Scheme becomes effective on 17 January 2014, it is expected that the admission of the Abbey Protection Shares to trading on AIM will be cancelled on 20 January 2014 or shortly thereafter. A timetable of the key remaining events is set out below:

Scheme Court Hearing (to sanction the Scheme): 14 January 2014
Last day of dealings in, and for registration of transfers and disablement in CREST of Abbey Protection Shares: 16 January 2014
Dealings in Abbey Protection Shares on AIM suspended: 5.00 p.m. on 16 January 2014
Scheme Record Time: 6.00 p.m. on 16 January 2014
Reduction Court Hearing (to confirm the Capital Reduction): 17 January 2014
Effective Date of the Scheme: 17 January 2014
Cancellation of admission to trading on AIM of, and cessation of dealings in, Abbey Protection Shares:
7.00 a.m. on 20 January 2014
Dispatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme by
31 January 2014
Long-stop date, being the date by which the Scheme must be implemented: 30 April 2014

The dates stated above are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Associated Capital Reduction and the date on which the conditions set out in Part III of the Scheme Document are satisfied or (if capable of waiver) waived. If any of the expected dates change, Abbey will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a Regulatory Information Service. Except as otherwise defined herein, capitalised terms used herein have the same meanings as set out in the Scheme Document.

[tmfmayn] 04/11/2013 21:00

opportunity for david to buy today.

i understand a sell-and-reinvest-elsewhere recommendation from a leading real-money tipsheet service may have prompted today's move

[yoyoy] 04/11/2013 17:15

October, November, December, January.

So that 4 months (almost) for the agreed deal to go through.

Why does it need a Court Meeting, a General Meeting to give us our money.

31 January isn't far short of when we could have received a further dividend.

Not a happy bunny.

[masurenguy] 04/11/2013 15:30

Everything still on track here !

RNS Number : 1563S
Abbey Protection PLC
04 November 2013

RECOMMENDED CASH ACQUISITION of Abbey Protection plc

by Markel Capital Holdings Limited

Posting of Scheme Document

On 9 October 2013, the boards of Markel Capital Holdings Limited ("Markel"), a wholly-owned subsidiary of Markel Corporation, and Abbey Protection plc ("Abbey Protection" or the "Company") announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Abbey Protection by Markel (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Under the terms of the Acquisition, Abbey Protection Shareholders will be entitled to receive 115 pence in cash for each Abbey Protection Share (the "Acquisition Price"), valuing the entire issued and to be issued share capital of Abbey Protection at approximately £116.5 million.

Abbey Protection is today posting a circular (the "Scheme Document") to the holders of Abbey Protection Shares, and, for information only, to Abbey Protection Share Incentive Scheme Participants and persons with information rights, together with the associated Forms of Proxy. The Scheme Document contains notices convening the Court Meeting and General Meeting and contains, amongst other things, the full terms and conditions of the Scheme, an Explanatory Statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events and details of the actions to be taken by Abbey Protection Shareholders. The expected timetable of principal events is attached as an appendix to this announcement. An announcement will be made if any key dates set out in the expected timetable change.

To become Effective, the Scheme will need to be approved at the Court Meeting and will require the passing of a special resolution at the General Meeting, in each case, by the requisite majorities, as described in the Scheme Document. The Scheme is also subject to the satisfaction or, if capable of waiver, waiver of the other Conditions set out in Part III of the Scheme Document, including the receipt of any required approvals from, or the expiry of any applicable waiting periods imposed by, the FCA, the SRA and the GFSC. Notices for the Court Meeting and the General Meeting are set out in the Scheme Document. The Court Meeting and the General Meeting will both be held at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS on 2 December 2013. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Abbey Protection Share Scheme Participants will be sent further details of the impact (if any) of the Scheme on their options and proposals being made to them on the date of this announcement. Holders of Abbey Protection Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

The Scheme Document will today be made available on Abbey Protection's website at www.abbeyprotectionplc.com and additional copies are available from Computershare who can be contacted on 0870 707 1682 or, if calling from outside the UK [phone].

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on Abbey Protection's current expectations and may be subject to change. If the expected date of the Court Hearing is changed, Abbey Protection will give notice of such change by issuing an announcement through a Regulatory Information Service and posting notice of the change to Abbey Protection Shareholders. All Abbey Protection Shareholders have the right to attend the Court Hearing. All times shown in this document are London times unless otherwise stated.

Event. Time and/or date

Latest time for lodging Forms of Proxy for the:

Court Meeting (blue form)
11.00 a.m. on 28 November 2013(1)

General Meeting (white form)
11.15 a.m. on 28 November 2013(2)

Voting Record Time
6.00 p.m. on 28 November 2013(3)

Court Meeting
11.00 a.m. on 2 December 2013

General Meeting
11.15 a.m. on 2 December 2013(4)

Scheme Court Hearing (to sanction the Scheme)
14 January 2014

Last day of dealings and registration of transfers and disablement in CREST of Abbey Protection Shares
16 January 2014

Dealings in Abbey Protection Shares on AIM suspended
5.00 p.m. on 16 January 2014

Scheme Record Time
6.00 p.m. on 16 January 2014

Reduction Court Hearing (to confirm Capital Reduction)
17 January 2014

Effective Date of the Scheme
17 January 2014

Cancellation of admission to trading on AIM of, and cessation of dealings in, Abbey Protection Shares
7.00 a.m. on 20 January 2014

Dispatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme
by 31 January 2014

Long Stop Date
30 April 2014

[masurenguy] 04/11/2013 10:21

A rather odd fall in the share price this morning based on a number of small transactions. As far as I'm concerned the Markel offer @115p is effectively a done deal and if by remote chance it should fall out of bed then I imagine the shareprice would go up based on current fundamentals.

I'm holding my shares until the deal is completed but in the meantime I could not resist taking an arbitrage opportunity on the lower offer price earlier by opening a spread bet.

[masurenguy] 17/10/2013 20:22

Well David, a guaranteed 2% turn on your money over 3 months is the equivalent to an annual rate of 8%. Nice bit of arbitrage if you can get it but don't look in my direction because you'll be disappointed ! :-)

[davidosh] 17/10/2013 16:35

If any of you want to sell at 112 I would be happy to take them off you through my broker ?

[greenroom78] 17/10/2013 16:20

I notice there were a few small buys over the past couple of days around the 114.7p mark. I'm interested what the motivation of buying at that level would be given that stamp duty and dealing costs will outweigh any gain made on the size of those trades?

The sizes aren't significant for it to be about voting (IMO), is there a chance that this offer could get refused?

Still holding for now.

[masurenguy] 16/10/2013 10:35

Obviously everyone must make their own decision whether to sell at a 2.7% discount to the offer price or wait a couple of months for an exit @115p. I guess it depends whether you have a good alternative equity option that you have already identified and anticipate a price gain of 5% or more over the next 2 months.

The delay is frustrating but I will wait. At an average buying price of just under 69p I have locked in a capital gain of 46p or 67% and with dividends of 24.4p I have doubled my money over 4 and a half years. Certainly not my most spectacular investment - ETO, CMS, GBO, PHTM & RNWH have all generated much higher returns for me over the same or shorter timeframe - but a solid and dependable performer nevertheless and I shall be very sorry to see disappear and the dividend with it.

[greenroom78] 15/10/2013 16:31

I might take a small hit rather than wait that long. You can see why the MMs are pitching at 112p.

[masurenguy] 15/10/2013 16:27

Assuming that the upcoming GM approves the acquisition deal - and I think that it is pretty certain that it will - then shareholders should receive payment for their shares in January.

[cnx] 10/10/2013 12:53

from the daily mail.................

"The share price fall said it all, the company is being sold on the cheap.


Abbey Protection, the AIM-listed supplier of legal and professional fees and insurance to SMEs, lost 4.75p or 4 per cent to 115p following news of a recommended £116.5million or 115p-a-share cash offer from Markel.


The US insurer said that it had obtained irrevocable acceptances from directors and management in favour of the offer, totalling 57 per cent of the share capital, while Canadian investor and 10 per cent shareholder Mawer had also signed a letter of intent to accept the bid.



Share price fall: AIM-listed Abbey Protection is being sold on the cheap
Share price fall: AIM-listed Abbey Protection is being sold on the cheap

Sid Lall, lead fund manager at Hargreave Hale which owns 6 per cent of Abbey Protection, is livid.

'It is highly unusual to have management agreeing to a bid that is at a discount to the prevailing share price. It is selling a profitable company short and in doing so is showing a total disregard to other shareholders whose aim as always is to maximise shareholder value,' he insisted.









Abbey chairman Tony Shearer said: 'The board believes the acquisition by Markel gives Abbey an exciting opportunity to build a platform for further growth through Markel's scale and financial strength.' Maybe, but not at 115p.


The deal is still subject to shareholder approval and Hargreave Hale will be canvassing support to try to get Markel to bid the right price. That would be at least 15 per cent higher than the current offer but Markel has stated 115p is its full and final offer........................."

[masurenguy] 10/10/2013 07:06

WokingBlade - 240 "I can't see any justification for management accepting an offer at this level. I think they are neglecting their fiduciary duty. Perhaps Mas will sell his car to us for 5% less than its cost to him. the body of evidence for takeovers at a market premium vs discount suggests something awry here"

An utterly ridiculous allegation and a totally absurd analogy - the price at which anyone buys or sells any share fluctuates on a daily basis and there are no absolute values that can be attributed to any stock other than NAV. What exactly do you think is "awry here"? If you think that there is anything non-kosher about this deal then why don't you approach the FSA, Takeover Commission or the institutional shareholders and report your concerns instead of just resorting to pure innuendo. Management, who own 57%, are perfectly entitled to recommend this offer and if enough shareholders to make up the necessary balance of 18% also approve then it is a done deal. There are absolutely no ramifications whatsoever in relation to their "fiduciary duty" where accepting this deal is concerned.

You, myself or anyone else may disagree with the 115p acquisition shareprice but it is apparent that more than 75% of the shareholders have, or will, vote to accept it. It is called democracy and sometimes the majority view is at odds with minority opinion.

Abbey diretors to pick up £65m after insurer is sold to Markel of US

Directors and executives at Abbey Protection will share £65m between them after accepting a takeover offer from its US rival Markel. Colin Davidson, the chief executive of the specialist insurer, will collect £18m, as will managing director Chris Ward. Liz Grace, who runs the company's tax division, will pick up £12m. The £116.5m deal has already been backed by investors holding 67 per cent of the group's shares.

Tony Shearer, the chairman of the AIM-listed group, said: "As Abbey Protection looks to the next stage of its growth strategy, the board believes that now is the right time for a change of ownership. Markel Corporation is a highly regarded insurer with an international reputation and has a strong track record in providing specialist insurance products to SMEs." Abbey Protection posted pre-tax profits of £5.2m in the six months ending 30 June on revenues of £20.7m. The company, founded in 1992, employs 275. It is understood its management team will stay on for an unspecified period before handing over to a new team.

William Stovin, the president of Markel International, said: "From our first meeting, it was clear that there was a strong cultural fit between our organisations, and we are looking forward to working with the Abbey Protection management. "It's our expectation that Abbey Protection will continue to operate under its own successful brand, while our capital and risk appetite will enable it to retain more underwriting risk and to explore growth initiatives currently beyond its reach."



British insurer Abbey Protection sold to US company for £116m

BRITISH insurance company Abbey Protection was yesterday sold to US firm Markel for £116.5m, ending its 21 year stint as an independent company. Aim-listed Abbey specialises in providing insurance products for legal expenses. The deal will result in a bumper £65m payday for the company's management team, who collectively own around more than half of the company's shares.

Abbey's board unanimously recommended the deal for approval at 115p a share, despite the shares having traded above this level for most of the last three months. Investors yesterday responded by selling off their holdings, driving the price down 5.6 per cent. "As Abbey Protection looks to the next stage of its growth strategy, the board of Abbey Protection believes that now is the right time for a change of ownership," said chairman Tony Shearer. Abbey's pre-tax profits currently stand at £10.3m a year.

Abbey, headquartered on Minories in the City's insurance district, will now become part of the US insurance group. It is expected to continue to operate under its own name for the forseeable future. "From our first meeting it was clear that there was a strong cultural fit between our organisations," said Markel president and chief operating officer William Stovin, who indicated key Abbey staff would remain with the company.

[wokingblade] 09/10/2013 21:46

I can't see any justification for management accepting an offer at this level. I think they are neglecting their fiduciary duty. Perhaps Mas will sell his car to us for 5% less than its cost to him. the body of evidence for takeovers at a market premium vs discount suggests something awry here, I think we should be told.

WB

Long ABB

[shawzie] 09/10/2013 16:00

A takeover has always been on the horizon, so no surprises. It was a good decision by the directors to get money out of the company and returned to shareholders by way of a special dividend and perhaps that has influenced the offer price.

shawzie 17 Sep'12 - 17:14 - 135 of 238

Heading for a takeover?

Masurenguy 17 Sep'12 - 17:24 - 136 of 238

Always possible but the two principal inside shareholders, Davison and Ward, who are the CEO and GMD respectively and hold nearly a third of the shares, are only in their early 50's, so I would imagine that it would have to be a lucrative deal to persuade them to sell at this point in time

[masurenguy] 09/10/2013 15:02

"I can imagine other bulletin boards on more frequently traded shares going into meltdown if this happened."

How ridiculous !

[salchow] 09/10/2013 14:09

I am very happy with the profit I have made on this but I am lucky I did not top up last week which I was considering. To buy, say, 10,000 shares at 121p and then find that there is an offer accepted at 115p a few days later is not very satisfactory. It needs to be considered that the price was around 115p as long ago as February and has on more than one occasion gone well above this figure. Of course, it is a great outcome for the directors, particularly those that are continuing, as they will no doubt now be plied with share options in the new company.

How hard have they tried to have the price increased? It is a good job that this share is only of interest to a relatively small number of people. I can imagine other bulletin boards on more frequently traded shares going into meltdown if this happened.

[greenroom78] 09/10/2013 11:01

Where do you think the 1.5m came from? Buyers need someone to buy them from.

[masurenguy] 09/10/2013 10:20

Which seller is that - there were just a few small sells @120p on Monday. I'm amazed that there are some sellers @113p this morning !

[greenroom78] 09/10/2013 09:50

I'm guessing the seller at 120p plus had got wind of the 115p price.