Clipper Ventures Share Discussion Threads

[deswalker] 01/5/2009 17:18

Good movement today.

[deswalker] 30/4/2009 19:36

I asked precisely that question of the FD about six weeks ago. He said it was the pension fund of a private individual totally disconnected to the company. If this turns out not to be the case then I've been bare-faced lied to. Make up your own mind on the likelihood of that ...

[tyranosaurus] 30/4/2009 19:02

I would still like to know who the Mainsail Pension Trust are,
I can`t believe there is no connection with a name like mainsail.

[deswalker] 30/4/2009 19:01

Joan - They are buying shares at rock bottom prices. Isn't that logic enough ?

[joan of arc] 30/4/2009 17:54

I think scb has a point. I cannot see the logic for the main 2 to up their holdings any further unless they have some ulterior plan and it certainly isn't just to move to PLUS.

[deswalker] 30/4/2009 17:08

scburbs,

Doh. I'm going bonkers. This is a trivial calculation but still I manage to screw it up. Right here goes ...

Suppose 60% of the Voting Rights vote in favour and x% vote against. For a Special Resolution to pass the votes in favour must be 75% of the total votes cast (not of the total issued share capital).

So 0.6 / (0.6 + x) > 0.75 which implies 0.75x < 0.15 or x < 0.2 or 20%

So if 60% of the Voting Rights vote in favour then greater than 20% (ie half of the remaining Voting Rights) needs to vote against. Which means that Mainsail + David Barry + 8.14% of "other Voting Rights" have to vote against (the "other Voting Rights" comprising 28.14% of the Total Voting Rights).

So loosely speaking, if the main two achieved 60% in total we would need Mainsail + David Barry + a third of small investors to vote against in order to block.

Sorry for the confusion. Bloody elementary mistakes creeping in all over the place these days.

Des

[scburbs] 30/4/2009 16:18

Afternoon Des,

15%? How do you calculate that? I thought 75% needed to pass and, therefore, 15% more needed to pass and 25% to block.

Also, David Barry and Mainsail, may be slightly less worried about the liquidity of a private shareholding than I would be. If they went with the Directors then they would almost be at 75%.

[deswalker] 30/4/2009 16:07

Very pleased to see David Barry has been adding. The 25k today took him over 6% and so required notification but he'd already added 85k prior to that but since his previous notification.

60% between the main two only requires 15% to block. David Barry and Mainsail own 11.86% so only 3.14% from elsewhere. The five who've disclosed on here own 2.69% so we're nearly there with the remaining 25-26% "unknown". I can't imagine there'd be many who would support the main two in any delisting.

Much happier to see David Barry increasing rather than anything else IMO.

I really do have a good feeling about this over the long term.

[scburbs] 30/4/2009 16:01

On the assumption they get to 59.9% and are feeling honourable then the cost to buy out 40.1% would be £1.56m at 10p and £2.34m at 15p. The buyout cost would be less if some other shareholders were staying in. An offer (by the Directors or tender offer by the company) at 15p would be fine by me.

[scburbs] 30/4/2009 15:54

As expected, combined shareholding on the up again. They now stand at 52.5%. If they get to 59.9% they would need limited additional support to pass a 75% resolution.

[joan of arc] 29/4/2009 20:50

Good point DW

[deswalker] 29/4/2009 14:47

True scburbs. But I intend to hold if it goes private anyway. The screwing comes if they then try to bleed assets out of the company without distributing to all shareholders. The small-shareholder protection rules plus the new 50% tax rate make that less likely IMO.

One thing I am considering doing during this Close Period is to pay my online broker £15 and get my certificate out. That way I get a vote whereas very often nominee accounts will not allow you a vote in these circumstances. I would urge other holders to consider doing likewise. Either check that your nominee will allow you a vote or better still get your certificate should any vote be necessary. These votes can be sprung quite quickly so it's worth doing it now rather than trying to get your certificate out of an online broker in time for a quick vote.

I hasten to add that I continue to believe that a move to Plus is on the cards and not an attempt at a total delisting. But it pays to be on the ball anyway.

[scburbs] 29/4/2009 14:34

Surely great sporting men like Sir Robin Knox Johnson will have a sense of honour?

Not sure that the media will see a take private as necessarily screwing the little guy as it just means swapping a liquid interest for an illiquid interest, but the interest is still there.

However, given the increasing amount of this that is going on perhaps it will become a higher profile issue as they realise that this is exactly what is happening.

[deswalker] 29/4/2009 14:10

Personally I continue to think not but clearly DYOR. A few points ...

- even with Fast Track gone they are still going to really struggle to get any Special Resolution through.

- the new 50% tax rate is good news for small holders as it makes divis just that bit more attractive vs salary for management and divis are paid to everyone.

- if they do try and do the dirty then all these recent transactions will be used against them in any complaint (ie who knew what when ?)

- RNJ is higher profile than ever in the media. I am sure the media will also be used to highlight any screwing of the little guy by him.

- Reputation is everything, particularly with respect to sponsorship and crew recruitment. I can't believe that they intend to throw this away.

[joan of arc] 29/4/2009 13:49

So are we going to get shafted or not?

[tyranosaurus] 29/4/2009 13:34

Yes they must have sold ,but who has bought them at 4.1p ?
William Ward looks to be the likely suspect, closely followed by Robin Knox Johnson.
I reckon they will own 51% of the company between them.

Also that 50k looks connected considering the 4p and 4.1p and the times.

[deswalker] 29/4/2009 11:39

That amount is owned by Fast Track Sales, a sports marketing company owned by Chime Communications. It looks like they have sold out too.

Close Period starts tomorrow.

[tyranosaurus] 29/4/2009 11:25

Another large trade this morning at 4p and the price doesn`t move.
Expect to see the other side of this deal soon.

[tyranosaurus] 23/4/2009 13:18

There`s a long way to go but at least we appear to be moving upwards.

[joan of arc] 16/4/2009 15:26

How on earth is Ward picking up shares at considerably less than the bid price??? And what are they up to buying so aggressively?

[scburbs] 16/4/2009 15:02

These guys are clearly operating in the Tesco school of thought.

[scburbs] 09/4/2009 08:49

Tyranosaurus,

These announcements are all over the place at the moment. It isn't really a change at all and you need to look very very carefully to work out what the change is (same name, same contacts etc.).

As far as I can tell HB Corporate which was a division of Hoodless Brennan has now become a separate company HB Corporate Limited.

Don't panic!

[tyranosaurus] 09/4/2009 08:40

Change of advisors six months after the previous change of advisors.

[joan of arc] 08/4/2009 18:42

Well Des I hope you are right. I have no reason to question the integrity of any of the directors. However I have been the victim of such management manoeuvres all too often in the last few years. As the incidence of such games is very high, especially in the AIM, it leaves room for feeling a little disquiet. With a spread of over 20% and big paper losses one is still reluctant to head for the exit. An MBO would not be welcomed by many PIs, that's a fact.

[deswalker] 08/4/2009 17:44

The number of shares is exactly that of Close Bros/Octopus VCT so it looks like they have sold out.

I spoke to Jeremy Knight a few weeks back and got the impression that a move to Plus Markets may well be on the agenda. He didn't discount the possibility of going down the delisting route but he said that there would be opposition and that it would be tough to get any vote through. The remaining three shareholders (Mainsail, David Barry and Fast Track) aleady own enough shares to block any Special Resolution without the 34% held by other small shareholders.

I think a move to Plus Markets is the way we are heading but one has to be willing to hold through an unlikely delisting. One important piece of legislation in this regard is the "fair and reasonable" protection for minority shareholders to stop the majority from taking all the cash out as salary and benefits. The safeguard we have is the very reasonable packages currently being taken by Directors. If they were to increase disproportionately then there would be a clear example of a breach of these rules.

Finally, there is RNJ's high profile media career. I don't think he will want to jeopardise that by playing silly beggars.

The price is wrong and the the Directors know this and are making hay while the sun shines IMO. I still expect a very good return in due course.

Des