Cable & Wireless Share Discussion Threads

[fenners66] 07/6/2012 11:37

So "Vodafone reserves its right to increase the Offer if a third party announces a possible offer or offer for CWW."

Well all right then I was going to keep this to myself but here it is I announce
that I may possibly make an offer for the whole share capital of CW. that I do not already own.....

Sufficient VOD?

[jacks13] 07/6/2012 09:31

Cash in then. By your own admission you've come to CWW as a VOD shareholder and have only recently bought into CWW.

You apparently have a bigger stake in VOD's wellbeing but appear to be in profit on your recent CWW purchase as well . So well done and good luck to you but if you're trying to recruit votes for the bid on this board you'll have to do better than that.

[careful] 07/6/2012 09:24

i am waiting for the 38p.
would love a bit more, but one in the hand etc etc.

remember yahoo seeing off microsofts offer.
what a disaster.
courtaulds seeing off ici years ago.
they became extinct not long afterwards.

sometimes, when ahead, it is good to cash in your chips and leave the poker game.

[jacks13] 07/6/2012 09:18

Interesting that ISS, a private American company who among other things provide 'end-to-end proxy voting and distribution solutions' to corporates have chipped in with their advice . Who's pulling their levers? You should only need one guess.

And why do journalists, I mean specifically Mr Wallop of the Telegraph, not make plain that this is naked lobbying not advice from some august institution?






careful - the pre-bid price has been discussed at length weeks ago, keep up. If you are concerned about your shares halving in value in mid-June sell now, simple.

[careful] 07/6/2012 07:07

but the extra £350bn over the Tata bid price(25p) is already there.
(also an extra £500bn premium over the pre bid price(16p))

[rogermauricesmith] 07/6/2012 00:13

So no sweetener under the Scheme.
Seems daft for Vodafone to have painted itself into this corner when £100 million (10%) is really neither here nor there considering the importance of this to Vodafone.

[impecunious] 06/6/2012 21:32

Agree - do not see how there can be a sweetener now if they continue pursuing the SoA vote on the 18th - because many have already cast their votes.

However, presumably CW can cancel the vote prior to the 18th if they already can see 25%+ have indicated they are voting against ...? Then who knows.

[jacks13] 06/6/2012 21:03

RMS - for the purpose of the scheme vote they've said:

'The Offer price of 38 pence per Scheme Share is final and will not be increased. Vodafone reserves its right to increase the Offer if a third party announces a possible offer or offer for CWW.'

So as far as the SoA goes there will be no sweetener.

It looks like Vodaphone are trying it on with this low bid through a scheme of arrangement. Attempting to take the company for a modest price with little financial risk to themselves.

They can walk away if they lose the vote and simply pick up the tab for their professional fees, and as someone commented on an earlier post CWW have incurred significant costs, so we as ungrateful CWW shareholders will be picking up some of the costs anyway.

It is notable that they have been able to take this route at no risk and a modest cost to themselves because when Tata walked away Vodaphone had the table to themselves. They were then able to get their first and only public offer recommended by the CWW board.

It may be that when Tata walked away this opportunity (the SoA) was unexpectedly opened up to them, Vodaphone may have up to that moment been planning a convention contractual offer.

[impecunious] 06/6/2012 20:08

Don't think they should get their hopes up. If Orbis are 'against' then don't see them getting 75% needed.

[rogermauricesmith] 06/6/2012 17:55

Yes thanks from me as well and where my 5337 was aimed at.
jacks 13 - is there any way that Vodafone can sweeten its offer under this scheme of arrangement as it stands?

[flyfisher] 06/6/2012 12:23

jacks13 , thanks for your explanation of scheme of arrangement.

[rogermauricesmith] 05/6/2012 12:43

This board really is essential reading for what is going on in this bid.

[jacks13] 03/6/2012 12:19

A scheme of arrangement can only be used where there is an agreed bid, because the application to the court must be made by the company whose shares are to be acquired. That might be the justification for CWW doing the canvassing; they're asking their shareholders to get behind their board's decision. So while we may not be impressed with what they're doing they are, technically at least, acting within their rights, the CWW board have made the application, not Vodaphone.

The advantage for Vodaphone in using the SoA is that they don't need to embark on a stake building enterprise and risk being left with perhaps an expensively acquired stake that leaves them without outright ownership. If they lose the scheme vote they can walk away relatively unscathed.

It follows that if Vodaphone think they're heading for defeat and they want to pull the plug on the scheme vote it would be CWW that would actually make the withdrawal. A takeover by scheme of arrangement needs the bidder and target companies to be working together hand in glove. This explains the apparently supine conduct of CWW's board, although it doesn't excuse the price.

The scheme vote doesn't deliver shares into Vodaphone's hands. The court acting on the evidence of a successful vote has the power to compel all holders of ordinary shares, whether they've voted or not, to deliver their shares to Vodaphone in exchange for 38p/share. Orbis cannot stand outside of that.

After the vote Vodaphone will not hold any more shares than they did before. The application to the court is not about the direct acquisition of shares it is about an application to restructure a company, in this case the ownership of a class of shares.

If the vote is lost Vodaphone might walk away or instead they can, with the approval of the Takeover Panel, make a conventional contractual offer but it follows that to gain full ownership 38p is unlikely to be enough.

[plastow] 03/6/2012 08:31

I'm sure orbis have been in this situation beforehand and they remained holders until being bought out at a later date.

Boad your post going back which I tend to agree with...


On this basis, failure of the SOA seems more than likely to me in which case VOD will have to go for a conventional takeover bid and with Orbis against, the CWW quote would almost certainly be retained even if in a minority position as VOD would also need 75% to delist it.

Odds are that VOD will get effective control somehow, but possibly (probably) not a clean sweep

[boadicea] 02/6/2012 23:23

plastow - If the deal by SoA doesn't go through, then by implication there is significantly less than 75% acceptance and VOD can only become the controlling shareholder with CWW as a consolidated subsidiary with minority participation.

My belief is that Orbis cannot subsequently obtain any better terms from VOD than any other non-assenting shareholder. If VOD want to mop up the rest they may make an offer to all minorities, or (if the rules permit?) either VOD or CWW (the latter possibly for cancellation) could buy up the CWW stock in the open market. When they get to 90% they can compulsorily acquire the remainder. Any other arrangement would be against my understanding of market rules.

Interestingly, the extra votes they cause to be cast by their ringing round and letter writing efforts, which as noted before should be at the expense of VOD and not CWW, need to produce a better ratio than 3:1 in favour, otherwise they are worse off than before! From the reaction here, that does not appear to be the case and I shall be mildly surprised if the SoA is approved.

[plastow] 02/6/2012 21:35

orbis must be wondering ok we vote no .. BUT then take a chance on this lot running cw at the moment mmmm ?? i think there stay with cw under vod running the joint properly ,then take a higher offer later ,, 38p for the rest of us ??

[plastow] 02/6/2012 21:16

yes seems like from history all the managment at all levels have sucked the money out of any profit made ,, this company needs kicking in to shape. and in my veiw only vod can do that. and weed all the dead wood out

[impecunious] 02/6/2012 20:56

This is becoming a CW/Vod masterclass in mismanagement. Darby just go !
Meanwhile I see the Vod CEO is making the front pages for all the wrong reasons.

[plastow] 02/6/2012 20:53

the problem is if the share holders vote no and vod do walk
will you regrat it?? = 15/20 p in share price in current market douldrums,,

this BOD have no intrest in pulling this company out of the mess its in,,
all they want to do is jump ship

lets just hope vod put this DOG out of its misery.

[plastow] 02/6/2012 20:30

ive received this letter.. from cw

RECOMEMENDED CASE OFFER FOR CABLE&WIRELESS

our records show that you currently have benefical intrest in shares in cable & wireless which are held by a nominee or private broker.

in april cable and vod announced that they had reaced agreement on terms of a recomendation that share holders accept vods cash offer of 38p

.... it then states the court and dates,,,,, then states cw unanimously recommended that share holders accept vodafones cash offer of 38p per share ,,,



then it is importent that as many votes as possibly are cast at the shareholder meeting to be held on 18th of june as a result we encourage you to contact your nominee/broker to vote




your sincerely

siged JOHN BARTON

[morro] 02/6/2012 13:45

Brian,I emailed on the 30th, so they have had plenty of time to get back to me. The silence says a lot about the company.

[nilla159] 02/6/2012 12:24

Morro
I have also complained by email - [e-mail] - (2nd June) and also left a Telephone message regarding this misuse of shareholders money.Perhaps many more of us should complain about this matter.I will report back if I am contacted. Brian