Boostgold Discussion Threads

[isis] 01/4/2010 18:23

There never was an alternative offer, if anyone loses it is the arb guys who stepped in @34p and like someone said earlier they'll probably pick it up somewhere else.
Anyone who bought sub 32.5p will make a profit and that is probably everyone who bought in the last 8 years!


I have to admit I was surprised at this mornings announcement and can only assume it was an April Fool! ;-))

[adventurous] 01/4/2010 18:02

The gamble is, will Active actually make the offer, knowing they will not get control, I doubt it!

We all now know it.

Thanks GG.

[isis] 01/4/2010 17:48

How will the management lose?

They will get generous severance pay if they get fired and hold share options which will have to be paid as part of the deal.

My only commiseration is that AN left it to late to get a proper deal together.

Everybody here had the opportunity last year to buy in the late teens or early 20's - that's business.

[ldmachin] 01/4/2010 17:43

i'll repeat my previous posts:

Bye bye Gladstone management, looks like the enemy just took over... you can sign-on next tuesday.

And hard luck to those opportunist fund companies that bought a shed load at over 33p using CFDS... my heart bleeds for ya.

What a farce.

The Active bid did allow some investors to get out at above 33p prices though... so, thank you Active for your participation in this merry go round.

[moorsie2] 01/4/2010 17:39

The last piece of the jigsaw is now the Board's pronouncement.

Looks dead.

[isis] 01/4/2010 16:42

over and out:-

16:47
Active Network, Inc. - Statement re Possible Offer for Gladstone plc
RNS
RNS Number : 6855J The Active Network, Inc. 01 April 2010

Not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

The Active Network, Inc. ("Active Network")

Statement re possible offer for Gladstone plc ("Gladstone")

On 5 March 2010, Active Network announced its interest in pursuing an offer for Gladstone at 36 pence per share in cash, although there could be no certainty than an offer would or would not be made. Active Network can now confirm that it has no intention of making an offer for Gladstone.

Under Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), and except with the consent of the Panel on Takeovers and Mergers (the "Panel"), the statement in the preceding paragraph will prevent Active Network or anyone acting in concert with Active Network from announcing an offer or possible offer for Gladstone or taking certain other action within the next 6 months unless there has occurred an event, as set out below, which enables the statement to be set aside.

Accordingly, for the purposes of Rule 2.8 of the Code, Active Network reserves the right (on behalf of itself and anyone acting in concert with it) to announce an offer or possible offer for Gladstone or to take any other action which would otherwise be restricted under Rule 2.8 of the City Code within the next 6 months in the event that:


1. there is a material change in circumstance; or
2. Constellation Software Inc. ("Constellation") would support such an offer and the board of directors of Gladstone agrees to the making of such an announcement or the taking of such action (it should be noted that this reservation could only be triggered after the closing of the Constellation offer); or


3. an offer for all or some of the shares in Gladstone by a third party is announced; or
4. a whitewash proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover (as described in Note 2 to Rule 3.2 of the Code) is announced in respect of Gladstone.
Enquiries:
The Active Network, Inc. + 1858 964 6044
Brad Wills, Director Corporate Development


Execution Noble & Company Limited [phone]
John Llewellyn-Lloyd Sam Reynolds

This information is provided by RNS The company news service from the London Stock Exchange

END

[grahamburn] 01/4/2010 16:32

Millennium Partners and Trafalgar Asset Managers may - just may - have a little influence in this, due to their significant aquisitions in the past few weeks at prices above Constellation's offer. However, in reality, if Constellation are going to refuse point blank to do a deal with Active Networks, then it's probably a done deal at 33p. Millennium and Trafalgar win some and lose some in their activities and in the overall scheme of things losing a few thousand is all part of their day to day activities - provided the win more than they lose!

Why should Constellation consider any offer from Active Networks? They are buying Gladstone for strategic long term value, income and business fit, not for short term gain, so unless Active Networks offer a substantial - and that really means SUBSTANTIAL - premium to the Constellation offer then Constellation will ignore it.

Constellation are in the driving seat after all with their current holding - and acceptances.

Having said that, IMO if shareholders haven't accepted Constellation's offer, it's probably worth waiting a couple of weeks before doing so, just in case something beneficial develops. It won't make any difference to when the funds reach their bank accounts.

[isis] 01/4/2010 15:58

adventurous - they don't have it yet.
What would be the point of AN making an announcement if they had?

In anycase GG's shares never went to Constellation as far as we know.

[adventurous] 01/4/2010 15:32

Constellation have it, probably worth a lot more to them than 36p so of course they will not sell.

The gamble is, will Active actually make the offer, knowing they will not get control, I doubt it!, especially as they could have bought GG's for 35p but did not.

I must say I would not like to be in a card game against Constellation. It could cost Active, if they are forced to sell at a 3/4p loss!!

Interesting one to follow though.

[isis] 01/4/2010 13:55

Currently you can buy 50k @33.95p and sell 250k @32.2p on-line.

[davidosh] 01/4/2010 13:40

If AN are really serious they need an offer and fairly soon at around 40p to make those able to change horses to do so and to get Constellation to consider selling or competing.

[moorsie2] 01/4/2010 13:37

Actually an offer of 38p supported and recommended by the board would put some manners on Constellation! A 15% premium over the offer of 33p would convince most holders to change allegences.

This is fascinating..

[isis] 01/4/2010 13:16

Response re Active Network announcement


TIDMGLD

RNS Number : 6420J
Constellation Software Inc.
01 April 2010

?
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO

1 April 2010

For immediate release



Mandatory Cash Offer
by
Constellation Software Inc.
for the entire issued and to be issued ordinary share capital of
Gladstone plc

Response to announcement from The Active Network, Inc. ("Active Network")


· Constellation notes the announcement earlier today from Active Network
that it is still considering a potential offer for Gladstone. Constellation
confirms that it would have no intention of accepting a 36p offer from Active
Network for its shareholding in Gladstone, were such an offer to be forthcoming.
· Constellation reminds Gladstone shareholders that it announced yesterday
that it either owned or had received valid acceptances in respect of a total of
30,494,734 Gladstone shares, representing approximately 63.01 per cent. of
Gladstone's existing issued ordinary share capital, and that its offer remains
open for acceptance until 1.00 pm on 21 April 2010.
· Gladstone shareholders who want to accept the Offer should complete the
Form of Acceptance and send this together with their share certificates to
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU, so as to be received as soon as possible and, in any
event, by no later than 1.00 pm on 21 April 2010. Gladstone shareholders who
hold their shares in uncertificated form should ensure that an electronic
acceptance is made through CREST as set out in the Offer Document.
· Terms defined in the Offer Document dated 10 March 2010 have the same
meaning in this Announcement, unless the context requires otherwise.
· This announcement, the Offer Document and all other documents,
announcements or information published in relation to the Offer by Constellation
will be available on the website of Herax Partners (www.heraxpartners.com).

Enquiries:

Constellation Software Inc.

John Billowits (Chief Financial Officer) Tel: +1
416 861 0630

Herax Partners (Financial Adviser to Constellation)

Angus MacPherson Tel: +44
(0) 20 7399 1682
Andres Reig-Schmidt

[egoi] 01/4/2010 12:54

Am in agreement isis (there's a thing! :) ).

If Active are to have any hope they surely at this stage imho will have to offer significantly higher - 40p is the minimum I think.

36p has already 'failed' in a way imho, as Constellation have upped their acceptances to 63%, and while 36p may get a few to change their mind, I doubt it will get 13%+ to do so.

[isis] 01/4/2010 11:07

The higher bid adds £1.5m extra value to Gladstone which is spread amongst all shareholders and it is also the Legal Fiduciary duty of any Board to see the best interests of their shareholders which includes getting them the best price for the Company.
In fact Gladstone or It's Directors have no control over the bidders once this is in play other than to recommend or pledge their own shares to whom ever they prefer.
The RNS came directly from Active Network.

[isis] 01/4/2010 10:57

graham - I'm not sure you are right there. Officially GLD are still being bid for as the offer hasn't closed and no one has been paid.
If Active Network up there offer I believe those that pledged the shares could switch to the new bidder in which case Constellation would have to match or beat the new offer.
The book on Takeovers and Mergers is quite a thick tome and it is geared towards the best interests of the shareholder for a change.

It is not a farce, just how the business works and I'm sure both Parties will/would check thoroughly to know what they were doing.
Takeovers can often get quite involved with 2/3 or even 4 bidders involved and there are strict codes of conduct.

of course if a better bid did come out then who in their right mind wouldn't take it?
None of us are here just to watch the paint dry are we?

Hopefully it is the shareholders who will win in the end.

I have to admit though I was not expecting it either, but I'm all for it if it means getting a better deal for us. :-))

[billf2003] 01/4/2010 09:45

Have you noticed the date of the Active Networks announcement - I think someone has a sense of humour.....

[grahamburn] 01/4/2010 09:39

Doubt if Active Networks can FORCE Constellation to up their offer. Even if Active Networks do (eventually) make a formal offer at 36p, Constellation will simply say they are not accepting the offer for their 63.01%. Then what, supposing Active Networks were able to acquire all the remaining shares which is unlikely as in the next few days many shareholders will probably return their acceptances to Constellation.

Result stalemate.

However, it's probable that Constellation will get to 75% before Active Networks get round to making their formal offer - if they even do - so Constellation can then apply for all the shares to be de-listed.

Of course, if Active Networks do make their 36p offer there is an outside chance that Constellation could decide to take their profit and walkaway, but why would they?

The current bid/offer quote probably gives the answer - but the activities of all parties to this "farce" are somewhat unusual, so it's probably worth waiting untill nearer to new deadline for acceptance to see if anything else strange occurs.

[isis] 01/4/2010 08:41

Why?

Would you rather have 33p or 36p?

I know which one I would chose. They are in play and they may force Constellation to up their offer - nothing is black & white in this game.

[moorsie2] 01/4/2010 08:40

Interesting that Active Networks have not given up even after yesterday's announcement! Not the end just yet....

[ldmachin] 01/4/2010 08:39

What a farce. Silly games.

[isis] 01/4/2010 07:08

Thursday 01 April, 2010
Active Network, Inc.
Indicative offer update
RNS Number : 5868J
The Active Network, Inc.
01 April 2010


Not for release, publication or distribution in whole or in part in, into or from the United States, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
The Active Network, Inc. ("Active Network")
Update re Active Network's indicative offer
Constellation Software Inc. ("Constellation") yesterday announced that its Rule 9 offer for Gladstone plc ("Gladstone") is now wholly unconditional having received valid acceptances, when combined with its existing interest, representing approximately 63 per cent. of the issued share capital of Gladstone.
In light of Constellation's announcement, Active Network would like to reconfirm its interest in principle in continuing to pursue discussions with a view to making an offer for Gladstone and that its indicative offer at 36 pence per share in cash remains in place.
Shareholders of Gladstone are reminded that as Active Network's offer is at this stage indicative, there can consequently be no certainty that a formal offer for Gladstone will be forthcoming.
Further announcement will be made as and when appropriate.

Enquiries:
The Active Network, Inc.
+ 1 858 964 6044
Brad Wills, Director Corporate Development



Execution Noble & Company Limited
[phone]
John Llewellyn-Lloyd

Sam Reynolds

[ldmachin] 31/3/2010 23:37

Bye bye Gladstone management, looks like the enemy just took over... you can sign-on next tuesday.

And hard luck to those opportunist fund companies that bought a shed load at over 33p using CFDS... my heart bleeds for ya.

[bobthetrader] 31/3/2010 22:34

I have only just this minute read the statement by Constellation, I've had a busy day.

So that's that then!

Congratulations Constellation!, they got what they wanted after all.

What happens for those of us who have an on-line account? I assume we cannot sell our shares the normal way through the market. Do we need to wait for a corporate action statement and if so will are funds be available staightaway or will we need to wait until the 21 April?

Hopefully this thread has not shut down just yet!

[isis] 31/3/2010 19:44

Fact is no one, not even Constellation could have possibly known the outcome as it hadn't happened yet and the certs go to the Registrars not Constellation.
Art Network left it too late and when they said that they couldn't make an offer before the deadline then that was it - 5 months is way too long to complete a bid of this size.
People including me want to move on.

Still it's a fair bit better than 25p.