Bonmarche Share Discussion Threads

[s1zematters] 02/4/2019 20:02

No there isn't yet, my point being that they could do so and take the company off the market with less that 75% of the shares. (that being your original point) It's not uncommon for large holder to do so rather than buying out small holders.

I agree 75% acceptance will force a de-list without a general meeting!
However, as it stands they only have 52% and unlikely to get 23% take up on 11.4p , so the caution and risk here is that they try and get a de listing by a general meeting using their 53% block to hopefully represent 75% of total vote.

Like i said though , i think they will up the offer, But it is something to be mindfull of if you hold.

[aleman] 02/4/2019 20:01

sizematters - I see you are correct but your semantics confused me initally. There is no meeting called so 75% is needed to delist. But Day might call a meeting to try get 75% of VOTES if he does not get 75% of the shares.

It makes sense now you have clarified.

[s1zematters] 02/4/2019 19:43

debsdowner

Aleman did not say 75% of the vote was required ,that was me!
He claimed 90% of the shares had to be owned to de-list a share,(it's actually only 75%)
He also said 75% of the shares where needed to de-list through a scheme of arrangements.
That post of his is the reason of my first post, to correct that incorrect info for shareholders on here!

Again it's 75% of the votes on the day, not everyone votes, so a 52% block vote could easily be 75% of the vote in total when counted.

However if Spectre buy more shares to get to 75% in the market it would have to up the offer price to the highest price paid for those shares for everyone, even shareholders who have already accepted 11.4p.

Conversely, if they received valid acceptances in excess of 75% of all shares by not buying any further shares in the market ,they can apply for de-listing WITHOUT a general meeting!
In this situation it seem unlikley shareholders are going to accept 11.4p so this is why i talk about the general meeting to delist that could be called if the bid fails!

I personally see them upping the bid!


all of this covered in Aim rules

The De-listing Procedure

1, notify the market through a regulatory information service of the proposed cancellation date;
2,notify the London Stock Exchange (the “Exchange̶1;) of its intended cancellation and its reasons for cancellation including its preferred cancellation date; and
3 ,obtain shareholder approval.

The notification to the Exchange should be made by the company’s nominated adviser and should be given at least 20 business days prior to the intended cancellation date (the 20 business days’ notice requirement is a minimum).

Any cancellation of a company’s securities on AIM will be conditional upon seeking shareholder approval in general meeting of not less than 75% of votes cast by its shareholders present and voting (in person or by proxy) at the meeting.

[s1zematters] 02/4/2019 19:20

A few people here with confused info. Spectre only need 75% acceptance to de-list , Or possibly even lower if they call a general meeting. 90% is the correct figure for compulsory purchase, but what good is your shareholding in Bon, if spectre get 75% acceptance or call a general meeting and then de-list Bon?



Aleman, spectre don't have 75% at this time so thy can not avoid calling a general meeting if they wish to de-list the stock.

Mr Aleman Without an offer being unconditional , before any share can be de-listed a general meeting would have to be called and a special resolution setting out the de-listing would be voted on.
Like i corrected your post earlier, 75% of all votes cast would be needed NOT 75% of shareholders!!!

You say that spectre need 75% of the shares , I'm telling you they only need 75% of the total vote if they call for a general meeting with a special resolution to de-list : which is highly likely if they do not up get 75% acceptance or up the offer.
De-listing would save them circa £500k listing fees a year

aim rules/

it should be noted that there are circumstances where the Exchange may agree that shareholder consent is not required for the cancellation of admission of a company’s shares, for example where, pursuant to a takeover which has become wholly unconditional, an offeror has received valid acceptances in excess of 75% of each class of AIM securities. The company’s Nominated Adviser will liaise with the Exchange to secure a dispensation if relevant.

[opodio] 02/4/2019 19:17

Delist and then 0p

[micha14] 02/4/2019 18:30

CAVENDISH, STADIUM AND ARTEMIS ASSET MANAGEMENTS OWN 27PC OF THE STOCK AND NONE OF THESE GUYS IS SELLING TO HIM AT 11P. MOREOVER, DAY WILL BE A BETTER MANAGER THAN THESE IDIOTS, SO DONT JUST DO SOMETHING, SIT THERE!!!

[micha14] 02/4/2019 18:27

Under UK law, section 979 of the Companies Act 2006 is the relevant "squeeze out" provision. It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders.

[micha14] 02/4/2019 18:26

"Under UK law, section 979 of the Companies Act 2006 is the relevant "squeeze out" provision. It gives a takeover bidder who has already acquired 90% of a company's shares the right to compulsorily buy out the remaining shareholders"

90pc DAY NEEDS, and he is NEVER GETTING TO THAT

[debsdowner] 02/4/2019 17:26

Aleman

I had a look at your earliest post on votes needed for delist and don't know where you got the 90% from to delist bt see you have corrected that.

If shareholders don't vote their votes not counted!

Therefore you are also correct it needs 75% of voting shares1

So if you don't normally vote and you want to stop a delisting then its important to vote.

The offer will also have to be accepted by 75% of shareholders imo same rules apply.

Am astonished at the offer for the company I only conclude the situation still deteriorating that is why there is a low ball offer. But to be perfectly frank haven't looked at the balance sheet although I understood it was carrying no debt.

However sometimes you have to take the balance sheet with a pinch of salt, the first thing to do is write of any goodwill and intangibles, and stock not worth a light in an administration nor mc of a company assets unless there are freeholds.

But if many of the stores are leased, and the company still loss making the financials will get worse.

I suspect Philip Day will go down the CVA route once purchased making Bonmarch'e a separate legal subsidiary to allow him to go down the CVA route further down the line so its doesn't affect the holding company apart from writing down the £6 million paid if it doesn't turn out well.

On balance I think its pointless not accepting the offer as if things continue to deteriorate, and the offer falls through a pre-pack administration would likely follow and shareholders get nothing.

Strangely enough have kept eye on the company over the last few years and it looked like they were doing better than some of the competition but its dire in retail now. The market the company is in at the moment the mid to older age range middle market retailer fiercely competitive and the future quite grim.

Sorry about all this guys I think there is no point refusing the offer the only hope you have is hanging on to see if a further bid comes out of the woodwork and if not sell at the last minute, then move on.

If you want my advice avoid retail shares at the moment its bleak out on the High Street and will not get better for some time to come.

It even might be worth selling in the market if a better price than is being offered at the moment.

[w1ndjammer] 02/4/2019 17:04

can`t see them getting to 75% for anything less than 20p

might be time to start buying up all the stock.

WJ.

[gears] 02/4/2019 16:58

If they get the 75% & delist then the shares will be difficult to trade. I am not sure if in view of the offer now they would be allowed to offer more to get through 90% after delisting. Any views?

[aleman] 02/4/2019 16:36

s1zematters
2 Apr '19 - 16:04 - 759 of 762

Aleman, he does not need 75% of the outstanding shares to de-list the company, all he needs is 75% of the total amounts of votes cast at the special resolution for de-listing the company!

Where does it say anything about having a vote on a special resolution? All I see is Spectre trying to get to 75% and then delisting. There is nothing about having a vote if Spectre does not reach 75%. Is there some more information elsewhere?

(10. )If Spectre has, by virtue of its shareholding and acceptances of the Offer, increased its aggregate shareholding to not less than 75 per cent. of the share capital of Bonmarché and subject to any applicable requirements of the Listing Rules, Spectre intends to procure that Bonmarché applies to the London Stock Exchange for the cancellation of trading in the Bonmarché Shares on the Main Market...

[sunnybeachboy] 02/4/2019 16:32

Big dump 500,000@12p

[tomboyb] 02/4/2019 16:20

Sizematters -

That is correct -

It is however a lethal flaw in how votes are cast on AIM -

[s1zematters] 02/4/2019 16:04

Aleman, he does not need 75% of the outstanding shares to de-list the company, all he needs is 75% of the total amounts of votes cast at the special resolution for de-listing the company!

Not all shareholders vote, and so his 52% holding of the outstanding shares in issue could be enough on the day to represent over 75% of the total votes cast.

[aleman] 02/4/2019 14:25

I think that still ties in with what I was saying, although it does seem to make clear that Day intends to put the extra affort in to delist the company if he gets 75%. So no reverse takeover for his other assets? It does not usually take long after a vote for a scheme of arrangement for the court order to delist to go through, as they are quite routine these days.

[s1zematters] 02/4/2019 12:54

Ref your commnet;"I think you can decline. If I'm right, they need 90% to force a delisting"


Aleman, 75% of votes cast at the special resolutions would be required to de-list!
the votes are normally one per shareholder regardless of shares held, however a Poll can be requested where the actual shares held per voter are added together.

Considering only 52% is held, and any share purchase to increase that would automatically force the offer price up to the highest price paid for any shares, i think it's safe to say it is touch and go if enough shareholders would vote on the day to stop his 52% taking him over 75% on the day votes required to force de-listing!

The logical step here is an increase offer, he will not want to pay the 500K annual listing costs, but to what, that is the question.
The market says 15p and on a risk basis, i will not get involved at that price, but any lower and it looks very interesting! Could well be a knock out 20p offer to clinch the deal?

[blocker2] 02/4/2019 12:36

If it was your business and you had a retail outlet of the size of the standard Bonmarche unit, you would be hard pressed to employ more than one member of staff. Maybe the truth is they are over staffed. Cut backs in staffing and estate will be inevitable.

[peterf79] 02/4/2019 12:33

"Will more than 10% resist?"

I am confident that with this ridiculously low-priced offer, this exactly what will happen. This stock has been a value play since being a penny stock so the average shareholder is not a dividend income investor anymore. It is why I started to accumulate when it was below 50 cent and I am not going to sell my stake at this price.

[vesna09] 02/4/2019 12:26

Sad day for the staff. I go to Edinburgh Woollen Mill and there one member a staff in the store on the till. Edinburgh Woollen Mill closed in Guernsey.

[danny baker] 02/4/2019 11:12

Another interesting aspect is that it is PD through a Dubai company which is making the mandatory offer not Edinburgh Woollen Mill or another UK company. To me this is a big clue that he will keep the quote as part of a possible strategy for moving some of his assets to control from Dubai where he lives and where he pays very little tax presumably. I wouldn't be surprised if the shares end up on the day.

[tomboyb] 02/4/2019 11:09

Retail is horrific at the moment and no one knows how much further downside there is -

Exacerbated by uncertainty of brexit -

[aleman] 02/4/2019 11:05

I think you can decline. If I'm right, they need 90% to force a delisting or 75% to force it by a scheme of arrangement. This is a mandatory bid so I assume it's 90%. However, some trapped insitutions will sell and many income-seeking small shareholders will sell for the loss of dividend, as there will be exceptionals to come now for a couple of years, probably. Will more than 10% resist? Probably, but I would not guarantee it. (Please note, I jumped ship at 28p with a big loss on the last warning. It's saddening to see small shareholders getting screwed further.)

Interesting thoughts about listing other Day assets through a reverse takeover, Danny Baker. Good luck to suffering holders with that.