Bioseek Share Discussion Threads

[buywell2] 28/8/2012 16:50

It is expected that the last day of dealing in the Ordinary Shares on the Main Market will be 28 August 2012. Cancellation of the listing of Ordinary Shares on the Official List and the admission to trading of the Ordinary Shares on the Main Market of the London Stock Exchange is expected to take effect at 8.00 a.m. on 29 August 2012.





Got the Bronze


LSE % Losers Top Lists ...... 28 Aug'12

EPIC Name %

LONG Longships -44%
RMP Red Emperor -40%
ATD Bioseek -23%

[buywell2] 20/8/2012 16:48

BioSeek(Asterand) win again


............. % Losers Top Lists ...................



EPIC............. Name .......... %

.. ATD......... Bioseek....... -19%
.. MTV........ Motive Tv...... -18%
.. TPJ...... Triple PL.JU..... -16%



Another buying opportunity presents itself for our savvy investor that has been adding prior to delisting

[buywell2] 16/8/2012 15:02

Someone looks to have been buying granted

A couple of million earlier today

If the same punter wants more there is another 500k just been sold

Perhaps he has tried to jack up the price of what he has already bought

And has now run out of ammo

Still it's given some folks a last chance to bail at circa 0.7p





Latest trades

Time Price Volume Value Bid Ask B/S Type
14:40:48 0.91p 89,731 £817 0.7p 1p Buy O
14:39:37 0.925p 33,347 £308 0.7p 1p Buy O
14:38:00 0.75p 17,500 £131 0.7p 1p Sell O
14:31:13 0.7p 280,112 £1,961 0.7p 0.75p Sell O
14:25:28 0.71p 222,222 £1,578 0.7p 0.75p Sell O
14:22:24 0.75p 66,666 £500 0.55p 0.75p Buy O
14:22:07 0.75p 18,242 £137 0.55p 0.75p Buy O
14:12:48 0.62p 3,000 £19 0.6p 0.75p Sell O
14:10:38 0.62p 47,227 £293 0.6p 0.75p Sell O
14:02:15 0.75p 16,849 £126 0.6p 0.75p Buy O
13:57:26 0.61p 217,800 £1,329 0.6p 0.75p Sell O
13:55:31 0.61p 97,190 £593 0.6p 0.75p Sell O
13:45:57 0.515p 407,736 £2,100 0.5p 0.7p Sell O
13:44:30 0.7p 1,000,000 £7,000 0.4p 0.6p Buy O
13:10:29 0.55p 500,000 £2,750 0.35p 0.55p Buy O
13:03:28 0.45p 500,000 £2,250 0.3p 0.5p Buy O
12:37:53 0.36p 20,000 £72 0.3p 0.6p Sell O
12:08:28 0.36p 40,000 £144 0.3p 0.6p Sell O
9:44:54 0.36p 10,000 £36 0.3p 0.6p Sell O
8:10:00 0.35p 28,088 £98 0.3p 0.6p Sell O

[the skipper] 16/8/2012 14:31

Huge buying pressure today with spread now moved up to 0.7 to 0.75. Probably in the know yanks snapping 'em up IMHO. Closed that short yet buywell?

[buywell2] 15/8/2012 17:11

Takes all sorts

[the skipper] 15/8/2012 14:53

Four market makers on the bid and only one on the ask at 0.5p. Someone is accumulating here, albeit by stealth in smallish parcels.

[buywell2] 14/8/2012 11:26

Sells coming in ....... any takers out there ?

looks like it ...... 500k shares at circa 0.5p a pop = £2.5k and rockets the Mkt Cap to £440k

15th Aug

making the advfn boards on a daily basis it would seem

[buywell2] 10/8/2012 17:17

6.72m shares traded today

Circa 6% of the company .... looks like some folks will take what they can get whilst the share is still trading










Intraday chart

[buywell2] 10/8/2012 14:17

Somebody that obviously does NOT visit this advfn thread has sold 4,000,000 shares in this POS for 0.25p this morning

That is a notifiable holding of 3%

Why oh why did they not look in circa 9 to 12 months back when it was circa 12p and I forecast the chart spoke of 5p to me


Latest trades

Time Price Volume Value Bid Ask B/S Type
13:11:37 0.48p 2,903 £14 0.25p 0.5p Buy O
12:34:04 0.25p 4,000,000 £10,000 ? OK
12:32:35 0.48p 20,000 £96 0.25p 0.5p Buy O
11:37:49 0.48p 200,000 £960 0.25p 0.5p Buy O

[the skipper] 31/7/2012 11:49

Thanks bbluesky, I had hoped to go to the meeting but had other committments. Would be nice to have some feedback from someone who was there as clearly they said something to persuade enough shareholders to vote for the name change, despite the earlier statement.

[spaceparallax] 30/7/2012 21:17

I can think of many names - none of which are positive. One for my bottom drawer

[bbluesky] 30/7/2012 20:51

Skip, many thanks for your input. Personally, I find it strange that Buywell2 contributes at all, a holder ? or an egotist (do we then look up buywell2 on other threads and go RESPECT). It is as though he is in a divorce and giving it the bilious.

[the skipper] 30/7/2012 18:49

Now who's misleading buywell? You were proved to be wrong on the vote and now you insist that no one would want to buy Bioseek, whereas approval of the disposal of the tissue business and delisting makes it much more attractive to the Yanks. Why else would shareholders vote for it?

[buywell2] 30/7/2012 13:47

Stop misleading folks

NO COMPANY wants to buy BioSeek and revenues for BioSeek are falling

The BOD have said so

PLUS they still have debts to pay and no cash left plus staff will be clearing out their desks

The Mkt Cap says it all £0.59m

And that is LESS than the debts outstanding after the sale of the tissue business

When is the last day you can sell this POS ?

[the skipper] 30/7/2012 13:41

Well we both got it wrong, buywell. I got the revenues for the two parts of the company mixed up, whilst your bold statement about the votes for the name change was proved to be misleading.

What we have going forward is the statement that 'The financial performance of the Continuing Group has declined over the current financial year. Whilst its markets have remained favourable, the Continuing Group has been hampered by the delay of projects by clients as a result of uncertainty created by the formal sale process and potential disposals. Additionally the Continuing Group has experienced funding restrictions and, as a result, has not been able to hire the sales staff required to increase trading volumes.

The Continuing Group's revenue is wholly generated from the drug discovery services provided by BioSeek. Due to its exposure to a high-growth sector, the Continuing Group has historically experienced strong growth and high profitability. Recent projects have generated less revenue than in previous years as BioSeek has initiated a number of smaller projects with new customers that should lead to increased revenue in future trading years. Over the current financial year the Continuing Group has experienced steady demand from customers for future projects but the signing of a number of agreements and the commencement of projects have been deferred by clients until the future of the Continuing Group is more secure.'

Well the future of the continuing group now looks much more secure to me, albeit as an unlisted entity. Then if you look at para 6 you will see that the continuing group has net assets of $7.5m. Now what's the current market cap of the company?

[buywell2] 30/7/2012 12:33

Meeting should be ended now

No lunch break due to no spare funds

Mc Donalds take out

RNS please

[buywell2] 30/7/2012 10:44

You are telling outright porkies ....

From the last RNS

Current trading of the Company

On 18 May 2012, the Company updated the market on its current trading in an interim management statement:

"Despite these distractions and volatile trading conditions, revenue for the period ended 31 March 2012 is flat over the previous year, although the mix has changed with Tissue revenues improving and BioSeek revenues declining.

[the skipper] 29/7/2012 20:59

Buywell, you have a point regarding the change of name but it is totally misleading to state that 'From the above 49.65% have already voted AGAINST the change of name from Asterand to Bioseek'. What the circular states is that 49.65% have voted 'in favour of all of the Resolutions except for Resolutions no.3 and no.6'. That could easily mean that, say 40%, voted in favour of all resolutions and another 9.65% voted in favour of all resolutions except 3 and 6. A lot of votes also remain to be cast so it will be interesting to see how tomorrow's meeting turns out.

Bioseek's revenues are clearly increasing and I believe there is significant value to be had from the sale of that company with very little ongoing debt assuming the sale of the tissue business goes ahead. Market action following the meeting should be very revealing.

FWIW I have not added to my holding for a long time, but some clearly are doing so on the assumption that the risk to reward ratio makes it worth a punt.

[buywell2] 27/7/2012 17:46

So it's you Skipper that bought at 0.75p the other day and at 0.5p today 33% cheaper .... there is still around 0.5m left you can snaffle on monday for the same 33% discount.


buywell2 14 Jul'12 - 13:09 - 846 of 870 edit

Following the RNS at 13:00 hrs on friday it would seem investors now have a choice




The 'A' word = ROCK

'Whilst the Board is confident that it can reach the necessary agreement with its professional advisers, there can be no guarantee that this will be the case and as at the date of the Circular there are no legally binding agreements in place. In the event that the Company cannot reach an agreement to defer a minimum of approximately USD618,000 of professional fees, it is likely that the Company will be placed into administration.'

or Dilution = HARD PLACE

'If, following the Cancellation, the Company raises additional funds through further issuances of equity or convertible debt securities, existing Shareholders could suffer significant dilution. Your attention is drawn to Part II (Risk Factors) of the Circular.'






I previously pointed out that DEBT was still exceeding cash after the disposal and with staff and BOD costs the company had a major problem continuing as a going concern.



From the RNS on friday


17. WORKING CAPITAL STATEMENT

In the opinion of the Company, the Continuing Group does not have sufficient working capital for its present requirements, being the next 12 months from the date of the Circular.
Immediately on Completion, the Continuing Group will have a cash balance of approximately USD11,024,000, including the proceeds from the Disposal of USD9,000,000. Against this are immediate liabilities of approximately USD11,156,000, being the Secured Debt of approximately USD9,067,000 (which will be paid on Completion), outstanding professional fees relating to the Disposal of approximately USD1,128,000 and other creditors of approximately USD961,000. Thus there is an immediate funding requirement of approximately USD132,000.
In the next 12 months from the date of the Circular the Continuing Group has a maximum funding shortfall of approximately USD618,000 which falls in September 2012.
If the Cancellation Resolution is not passed, the Continuing Group will have an additional annual working capital requirement of approximately USD1,043,000 which represents the annual costs of maintaining the listing (further details of which are set out in paragraph 10 of this Appendix I), the effect of which in the current year would be to increase this maximum working capital requirement by approximately USD175,000 to an estimated USD793,000 in September 2012.
The Continuing Group will not be in a position, following Completion, to settle all its liabilities as they fall due and is dependent on the forbearance of some its major creditors to continue trading. The Board is in advanced discussions with certain of the professional advisers to defer USD770,000 of professional fees until either the Continuing Group receives a tax refund of approximately USD1,100,000, which is due to be received in April 2013, or until BioSeek is either refinanced or sold. Whilst the Board is confident that it can reach the necessary agreement with its professional advisers, there can be no guarantee that this will be the case and as at the date of the Circular there are no legally binding agreements in place. In the event that the Company cannot reach an agreement to defer a minimum of approximately USD618,000 of professional fees, it is likely that the Company will be placed into administration.
It should be noted that there can be no certainty that the expected tax refund will be received in April 2013 or that any of the existing liabilities can be deferred and your attention is therefore drawn to Part II (Risk Factors) of the Circular.
The Board is also considering the possibility of a fundraising, through either debt or equity, or a disposal of BioSeek or the BioSeek Business. However, without a deferment of certain creditors, the Board believes that it is unlikely that there will be sufficient time for these options to be successfully concluded. Furthermore, the Board believes that there are limited funding options available to the Continuing Group in the UK, and that potential US funders would have a preference for investing in an unlisted group which does not have the costs associated with maintaining a listing. Therefore, whilst the Board cannot be certain that it will be able to raise funds even if the USD770,000 is deferred, it believes that it is more likely to be able to do so if the Cancellation Resolution is approved by Shareholders. In the event that a buyer is found for BioSeek or the BioSeek Business, it is the Board's intention to wind up the remaining group and distribute any surplus funds to Shareholders.

In summary, if the Disposal Resolutions are not passed, it is likely that the Company will be placed immediately into administration. If the Disposal Resolutions are passed, in order to avoid being placed into administration the Continuing Group will need to defer certain liabilities on Completion to provide time either to:
1. trade through until the earlier of the tax refund is received, which is expected in April 2013, or until such time as the Continuing Group is generating sufficient cash to repay such liabilities;
2. raise funds; or
3. dispose of BioSeek or the BioSeek Business.

In the event that a minimum of approximately USD618,000 of liabilities and the estimated USD175,000 of pro rata listing costs (in the event of the Cancellation Resolution not being passed) can be deferred until April 2013, the Continuing Group expects to be able to settle its liabilities from its operational cash flows.
Your attention is drawn to paragraph 18 of the Circular and this Appendix I which contains the recommendation from the Board and the importance of the vote.
For further implications of the Disposal and/or the Cancellation not being approved by Shareholders or the action plan outlined above being unsuccessful you are referred to Part II (Risk Factors) of the Circular.


spaceparallax 14 Jul'12 - 14:39 - 847 of 870

Yawn

buywell2 15 Jul'12 - 08:13 - 848 of 870 edit

From the RNS

'The Directors would like to draw Shareholders attention to the qualified working capital statement contained in paragraph 17 of Appendix I below and of the Circular which shows a material difference in the maximum working capital requirement to that which was announced by the Company on 11 June 2012. '


What a bunch .....


They are going to de-list on 29th August to save money .... because they have more debts than cash

'Under the Listing Rules, a de-listing can be effected by a company after securing a special resolution (requiring at least 75 per cent. approval of those shareholders who vote) in general meeting and the expiration of a period of not less than 20 business days from the date of the shareholder approval. The Board proposes to make application as soon as possible for the Cancellation to be effected. Accordingly, subject to the passing of the Cancellation Resolution, it is anticipated that the date of the Cancellation will be at 8 a.m. on 29 August 2012. '


These are the consequenses for existing shareholders after they de-list

Following the Cancellation, although the Ordinary Shares will remain transferable they will no longer be tradable on the Official List and no other trading facility will be available to enable the trading of the Ordinary Shares. Consequently, there can be no guarantee that following the Cancellation a Shareholder will be able to purchase or sell any Ordinary Shares. Shareholders should also note that following the Cancellation:

(a) the Company may not remain subject to the Takeover Code as the Company's place of central management and control is outside of the UK and its shares will no longer be traded on a regulated market in the United Kingdom. The Company's minority Shareholders will therefore no longer benefit from the protections afforded to them by the Takeover Code. However, if in the future the Takeover Panel determines that the Company's place of central management and control is in the UK, the Takeover Code would again apply to the Company;

(b) the Company will not be bound to announce material events, administrative changes or material transactions or to announce interim or final results;

(c) the Company will no longer be required to comply with any of the regulatory requirements applicable to companies admitted to the Official List and to trading on the Main Market of the London Stock Exchange. For example, transactions with related parties or which are of a certain size will no longer require prior Shareholder approval (as is required under the Listing Rules);

(d) the Company will no longer be subject to the Disclosure and Transparency Rules and Shareholders will no longer be required to disclose major shareholdings in the Company and the announcement by the Company of those disclosures will no longer be required; and

(e) the Company will no longer be subject to the Model Code or the UK Corporate Governance Code.

The Cancellation might also have either positive or negative taxation consequences for Shareholders (for example, once the Cancellation has become effective, the Ordinary Shares would no longer be a qualifying investment for an ISA). If Shareholders are, however, in any doubt about their own tax position, they should consult a professional adviser immediately. '




buywell2 15 Jul'12 - 08:50 - 849 of 870 edit

........................ A PROBLEM ...............................

In the RNS it states

14.2. The Company has received irrevocable undertakings from the following Shareholders to vote in favour of all of the Resolutions except for Resolutions no.3 and no.6 (being the Resolution which if approved would allow the Company to communicate with Shareholders electronically and the Change of Name Resolution) set out in the notice of General Meeting:

Number of Percentage of
Ordinary Shares issued
Shareholder Ordinary Shares
Oxford Bioscience Partners 26,570,325 22.38
Chrysalis Ventures II LP 15,735,457 13.25
Hale Fund I LLC 6,343,089 5.34
Arboretum Ventures LLC 4,903,676 4.13
Fort Washington Private Equity
Investors II LP 4,846,346 4.08
Amherst Fund LLC 525,000 0.44
Total 58,923,893 49.65



From the above 49.65% have already voted AGAINST the change of name from Asterand to Bioseek

My guess is that they don't want Bioseek then to be refinanced by NEW American money which would effectively render their 49.65% holding worth circa 5% or less of what it is now.


BUT

In the RNS it says

'12. Change of Name Included within the assets of the Human Tissue Business sold to the Buyers under the Disposal Agreement is the right to the "Asterand" name. It is therefore necessary for the Company to adopt a new corporate name from Completion. Accordingly, the Change of Name Resolution, which is conditional on the Resolution approving the Disposal being passed, proposes to change the name of the Company to "BioSeek plc". This also reflects the fact that the Continuing Group will consist of the BioSeek Business only.'


BUT

49.65% of shareholders have VOTED AGAINST the name change to Bioseek


So are the existing shareholders FORCING the BOD out of the way and want the administrator to deal with the sale of the entire business ?

Seems that way to me




spaceparallax 16 Jul'12 - 09:53 - 850 of 870

yawn

[the skipper] 27/7/2012 17:11

Still a few buys going through today so I live in hope. Anyone going to the meeting on Monday?

[spaceparallax] 27/7/2012 12:54

Thanks for that