Adams Share Discussion Threads

[2lb] 08/3/2007 16:18

Good post.

Regarding the $800k - clearly this deal needs shareholder approval - therefore it being aigned by the directos is not binding and may not result in the pantly being enforcable at this point - I will seek clarification.

[supernumerary] 08/3/2007 15:59

I've now had a chance to browse this agreement myself and as noted by others it's not so dire as all that. In any event it's now a formality that it will go ahead as Ada has started moving staff and contracts across to Mobixell – it's a fait accompli guys.

As a point of information, I believe 2LB is wrong in saying that the $800K is only payable when the agreement is in force and it currently is not. In fact the agreement was signed on 20 Feb 2007 as the document makes clear, and if Ada cancels it, the $800K is payable. I find it curious that there are no reciprocal liquidated damages payable in the event of a Mobixell cancellation. Shareholders are only being asked to ratify the agreement, at which point it can be closed.

In principle (ie in default of further information) I intend to vote FOR Resolution 1 and AGAINST 2 and 3. The effect of this, if my understanding is correct, is to effect the sale to Mobixell, and instruct the company to wind up as expeditiously and economically as possible, returning cash to shareholders. As well as paying all moneys due under the agreement, it also terminates the escrow and, with the liquidation of the company, removes any further risk to shareholder funds. After making enquiries I am reassured that the majority of shareholders will vote similarly, except possibly on Resolution 3.

Personally, I intend to vote against the appointment of Strang because I see no point in having a director specialising in new business opportunities if you're not looking for new business opportunities. I remain persuadable on the point as it is arguable that having a relatively independent director on the board during the winding up proceedings would be of benefit to shareholders (eg handling of employee loans) but since the whole operation will be performed under the eyes of the FSA I would expect it to be relatively clean in any case.

The position with regard to SenseStream is unclear. As Mobixell has taken on 'substantially all' the assets of Adamind (which must include any SenseStream ip). and all the 'liabilities [...] under and pursuant to all of the purchased assets' I assume they also have responsibility for paying off SenseStream. Has anyone clarified this point with the PR people?

I also intend to write to the FSA pointing out that any fine on the company would only punish the shareholders who are already suffering from the effects of the FSA intervention. If wrongdoing is discovered and proven, they should punish the individuals responsible, not the innocent bystanders. I would recommend other shareholders do the same.

Apologies for the long post.

[2lb] 08/3/2007 08:52

I would agree with that sentiment scburbs having also read through the Docs.

[eenmakkie] 08/3/2007 08:52

Don't trust them with the money, they conna try to push "EMOZE" down our throat.
Emblaze is already preparing it to look very promising and to go to market.
But it is loss making, so it needs cash. And London dusn't trust Emblaze anymore with a new IPO, so they need a reverse takeover of an already listed AIM company.

[scburbs] 07/3/2007 21:47

I have read the document it is surprisingly promising especially the early return of cash.

Costs being cut to the minimum, intention is to return the funds and new director not being paid very much. Shares are a bargain at current price, but there is the uncertainty that directors may not stand by their word and decide that they can spend a lot of money on a loss making business from Emblaze! Hopefully the Philips director is there to see that that does not happen.

Overall I would rather have c.35p in cash back, which would be a marginal profit for me, rather than take a chance with the business. Doesn't look like a good deal, but I can't say I have faith in the management team to deliver and they clearly don't either!

"Whilst these measures and the improving market conditions have resulted in a significant improvement in the Company's financial performance in the second half of 2006, the directors of the Company believe that, due to continuing uncertainty in timing the growth of the messaging market, significant investment is still required in order to achieve profitability. Due to this risk associated with the Company's business plan, the directors of the Company believe that the transactions contemplated by the Agreement are in the best interests of the Company and its shareholders."

"The Directors acknowledge the fact that the Company's shareholders are being requested to approve a transaction that does not provide for an immediate distribution to them of the Company's assets (currently consisting primarily of cash). Therefore, the Directors intend to seek ways to cause a distribution to the Company's shareholders of the Company's assets promptly after consummation of the Transaction."

"As the Company will be terminating the employment of substantially all of its employees in connection with the consummation of the Transaction, the Company expects to reduce its expenses to the minimum necessary to enable it to meet its ongoing financial and regulatory obligations for the foreseeable future."

"As compensation for his services and commencing on 20 February 2007, the audit committee of the board of directors and the board of directors approved on 26 February 2007 the coverage of Mr. Streng in the Company's Directors & Officers insurance policy and the payment to him of 20,000 UK Pounds Sterling per year."

[eenmakkie] 07/3/2007 20:51

supernumerary

"Also not sure what the point of voting against this resolution is. If it's defeated they'll sit there for 6 months cooking up another such scheme, and probably have to pay Mobixell a cancellation fee as well, all at our expense."

you can vote YES for: Approval of the asset purchase agreement dated as of 20 February 2007 by and between the Company and Mobixell Networks

you can vote YES for: Ratification of the appointment of Mr. Johannes Streng to the Company's board of directors

you can vote NO, AGAINST,:Approval of the Company's investment strategy.


I suppose as scburbs said before:

The cash we had before the deal was 21,600,000$.

So this cash needs to be used for buying back all shares that are offered at a price of 31p the market price before the takeover news and the FSA investigation. (no dividend payment please) just a buyback.

All the cash that is left (min. 5,500,000$) can be kept at the bank for paying Liabilities and FSA investigation and other stuff. all the other cash that is left from people that didn't offered there shares at 31p will be kept at the bank till the 12 months are over.

The listed AIM company can be sold to an other company via a reverse takeover, that wants to avoid listing fees of AIM. This at a surplus price on the neto cash left at the bank.

SO is every body happy.

At the moment my shares left in adamind for a vote as this is 70000.

Maybe someone can work this out and publish it on a new message board on ADVFN, And we all can vote there with our shares and sent invitations to institutions to back up this proposel.

BUT WE NEED TO DO THIS QUICK TO PUSH UP THE PRICE so Sensastream gets less shares in April for its million dollars.

[jimbo11] 07/3/2007 16:20

STRONG AVOID

[lqs] 07/3/2007 14:27

You know what, if the FSA invetigation comes to naught then we should all get together and sue them (the FSA) for destroying shareholder value. They had damn well better have some concrete evidence.

[2lb] 07/3/2007 14:12

Well said......

when you want them to do something they don't give a toss (LGB for example) - as soon as you want them to keep their nose out they stuff things up becuase someones' mate in the City is a bit unhappy.....

The FSA - the private shareholders champion - not.

[tifosigb] 07/3/2007 12:14

I'd be up for putting my shares to a resolution saying that the company must immediately liquidate and return assets to shareholders. However, where do we stand with the FSA, I suppost ada would need to withold come money incase of financial penalties. UMMMMM.

My holding might not be the biggest but I'll set the ball rolling - 14577 shares.

[supernumerary] 07/3/2007 10:50

just catching up here - still haven't read this dam' document!

nickcduk - don't see the point of haranguing a pr company - they're there to take flak and ignore it.

Also not sure what the point of voting against this resolution is. If it's defeated they'll sit there for 6 months cooking up another such scheme, and probably have to pay Mobixell a cancellation fee as well, all at our expense.

To effect positive change, I believe someone needs to put another resolution to the EGM saying that the co. is to be liquidated immediately and funds returned to shareholders. I don't know the ada articles but it usually requires a certain number of shares and a period of advance notice (so all shareholders can be advised) to put a resolution to a GM.

So I guess a fund manager has to do this, and sharpish, or someone has to organise a group of PIs....

Any volunteers?

[katylied] 07/3/2007 10:03

Easily pleased. You sold at a loss...

[hectorp] 07/3/2007 10:01

ADA has stuffed the shareholders, very pleased I decided to sell some time ago.

[eenmakkie] 06/3/2007 09:34

2. Non Solicitation and Superior Offers; Break Up Fee. Neither the Company nor its officers, employees, agents and advisers shall directly or indirectly initiate, solicit or knowingly encourage any Acquisition Proposal (as defined below); or otherwise knowingly facilitate any Acquisition Proposal.

An "Acquisition Proposal" means (i) any proposal or offer with respect to a transaction outside the ordinary course of business involving the Company or any of its subsidiaries; or (ii) any proposal to acquire 20% or more of the total voting power of the Company or 20% or more of the consolidated total assets of the Company, in each case other than the transactions contemplated by the Agreement.

Notwithstanding the foregoing, the board of directors of the Company may withhold, withdraw, amend or modify its recommendation in favor of the consummation of the Agreement if (i) a Superior Offer (as defined below) is made to the Company and is not withdrawn, (ii) the board of directors of the Company concludes in good faith that, in light of such Superior Offer, the withholding, withdrawal, amendment or modification of such recommendation is consistent with the fiduciary obligations of the Company's board of directors to the Company's shareholders under applicable law, (iii) Company shall not have violated any of the foregoing restrictions, other than immaterial violations that did not result in the relevant Superior Offer and Company is not then in material breach of the Agreement, (iv) the Company shall provide Mobixell a prior written notice of the initial public disclosure by it of its conclusion and during such period shall give Mobixell the opportunity to meet with the Company to suggest such modifications to the terms hereof that Mobixell may deem advisable, and (v) the Agreement shall not have been approved by Company's shareholders. A "Superior Offer" means an unsolicited, bona fide written offer made by a third party to consummate (i) a transaction resulting in the shareholders of the Company immediately prior to consummation of such transaction holding less than 50% of the equity interest in the surviving or resulting entity of such transaction or (ii) the acquisition by any person or group of ownership of more than 50% of the then outstanding shares of the Company, in each case on terms that the board of directors of the Company determines in its reasonable judgment to be more favorable to the Company's shareholders than the terms of the Agreement

If the Company or anyone acting on its behalf takes any action in violation of the foregoing or terminates the Agreement including in the event that the approval of the Company's shareholders sought hereunder is not obtained, then the Company shall immediately pay Mobixell the cash sum of $800,000 as liquidated damages, which payment will be the sole and exclusive liability of the Company only with respect to such violation.




$800,000 damages to pay on a takeover price of $5,550,000

There goes the 3rd party to rescue us!!!!!!!

[eenmakkie] 06/3/2007 09:27

In addition, Mobixell will assume from the Company the following liabilities:
· Generally, all liabilities in respect of those employees which will be hired by Mobixell, arising after the closing date;

So the employers liabilities from before stay for us to pay!!!!


Mobixell will not assume the following liabilities:
· Any liability to a third party for infringement of such third party's intellectual property; SENSASTREAM ?????

· Liabilities with respect to the Company's current or former employees and consultants with respect to the period ending upon the effective termination date of the employment or consulting relationship of such employee or consultant, excluding liabilities with respect to those employees which will be hired by Mobixell (the "Hired Employees", as defined below); and
· The liabilities of the Company under and pursuant to excluded contracts and any trade payables.


-3,819,000$ in liabilities: Employees and payroll accruals,SEVERANCE PAY
this is still Ada's to pay...........

[eenmakkie] 06/3/2007 09:21

"All outstanding monetary loans between any existing or former employees of the Company and the Company."

Are there any loans between Ada and there employees?????? BAD LOANS ?????

[eenmakkie] 06/3/2007 09:13

"With respect to acquisition opportunities, the Directors believe that the Company may be attractive to investors who may want to transfer certain existing operations into the Company and continue to operate the Company as an AIM-listed company."

It's Emblaze again, there gonne puch us an other Emblaze spinn-off down the throat!!!!!!!
Look what the did with the cash of Ki-Bi now Zone-ip, heavy dillution of the cash from 42p cash per share to 10p cash per share overnight.

EMBLAZE CAN'T MAKE ANY MORE NEW IPO AT THE market in LONDON, because the market dusn't trust them anymore after all the failures IPO's. ADA is one of them.

So now they use cash rich companies with almost now business to make an reverse takeover to put one of there spinn offs loaded with the cash of the takeover on the AIM without listing fees to pay.

VOTE NO ON ALL RESOLUTIONS

[tifosigb] 05/3/2007 23:39

eenmakkie - I'm lost, why you posting about Zone-IP - am I missing something guys?

[tifosigb] 05/3/2007 23:39

If anyone hasn't had their copy of the EGM document yet they can find it on:

[nickcduk] 05/3/2007 11:52

I guess by the lack of any replies no one bothered to get onto Corfin to tell them what they thought of Adaminds decision to hold onto the cash. I am pretty disappointed. For all the bluster and talk of shareholder revolt, most of you on the board are all talk and happy to mouth off on here because your able to hide behind your screen name. The moment you have the opportunity to stand up and be counted many of you are found severely wanting. If we end up with Adamind management blowing away the cash on another Israeli dog, I hope none of you start to complain.