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| Share Name | Share Symbol | Market | Stock Type |
|---|---|---|---|
| Constellation Healthcare Technologies | CHT | London | Ordinary Share |
| Price Change | Price Change % | Share Price | Last Trade
|
|
|---|---|---|---|---|
| 0.00 | 0.00% | 216.00 | 00:00:00 |
| Open Price | Low Price | High Price | Close Price | Previous Close |
|---|---|---|---|---|
| 216.00 | 216.00 |
| Top Posts |
|---|
Posted at 05/7/2019 09:17 by stuffee Just to cheer everyone up, I've been told that Orion has now filed an amended complaint challenging the previous decision that Nominee registered shareholders (and ultimately the beneficial owners) would not be liable for damages. I fear this might bring us all back into the firing line. Advise any vulnerable former CHT shareholders to seek legal advice; I've appointed WilmerHale, who seem sensible and are now advising several former shareholders. |
Posted at 11/10/2018 08:16 by stuffee LITIGATION AGAINST FORMER SHAREHOLDERSI have just received the extraordinary news that Orion, the vehicle that bid for Constellation two years ago, is taking legal action against the former CHT shareholders to recover all the consideration paid. It claims that due to the fraud undertaken by Paul Parmar, former CEO, and his pals, CHT was worthless when it bid and is therefore claiming against former shareholders. I think such action against public unconnected former shareholders is unprecedented but there is a threat to recover assets from anyone who ignores the action. At present the claim is against the registered nominee shareholders, but in due course they will no doubt attempt to claim against the beneficial owners. Interesting if there is any comment from finnCap, who advised CHT and recommended us to accept the bid. Similarly I believe KPMG undertook due dili on CHT. We need urgent legal advice on this but it is obviously uneconomic to seek advice individually. Is anyone else aware of this pending action and have they appointed any advisers? |
Posted at 20/3/2018 13:53 by quantdragon66 WOW real sad !!!! this certainly does not read right ! why do I feel that I have read the same story a few times before CC Capital came in as a lead investor with their acquisition of CHT. I need to look at past stories, this here sounds like crazy movie story. I also met Parmar and CHT at a group breakfast and did not feel the project CHT was a fraud. I thought Parmar was direct, intelligent, good command over the project and its detail, handled the questions very well, impatient, and even arrogant but did not feel he was a fraud, there is something else here. What a mess, Shocking to say the least. This definitely does not feel right at all I have a gut feeling there is more to this story. |
Posted at 11/10/2017 07:23 by rivaldo Intriguing stuff FYI from yesterday re CHT, Parmar etc.....I'll copy the whole article as the FT might go subscription-access only at some point:"Ex-Blackstone dealmaker stumbles in first solo acquisition Chinh Chu’s healthcare group Constellation said to face potential cash crunch Financier Chinh Chu’s first solo acquisition was supposed to be a quick reorganisation and initial public offering for his newly established private fund, CC Capital Management.Instead, it has become a corporate turnround challenge for the former top Blackstone Group dealmaker, according to people familiar with the situation. Mr Chu’s firm acquired Constellation Healthcare, a group rolling up medical back-office companies, at the end of 2016 for approximately $309m. His plan was to reorganise what was previously a London Aim-listed company and take it public in the US, where its business is based. But now he must determine how much Constellation is actually worth, as the company faces a potential cash crunch, according to those people. The concerns about cash arose after a late September discussion between the board and Constellation’ It was not immediately clear which transactions the board had found troublesome, or how they led to the firm’s unexpected potential worries about cash. The company was a buyout vehicle for small, private healthcare billing and back-office operations, with an opaque ownership structure. The Constellation case underscores the difficulty of finding new investments when valuations are rising in both public and private markets. In September, private equity firms were holding an industry record $942bn of uninvested money, according to Preqin Ltd. Medical back-office businesses offer an alluring pitch for firms looking to deploy such capital: that government policy is driving broad changes in the way doctors’ businesses are managed, which are expected to insulate such firms from economic downturns. The acquisition of Constellation was Mr Chu’s first independent deal after leaving private equity giant Blackstone in late 2015. CC Capital is a co-manager of special purpose acquisition company CF Corp, a publicly traded “blank cheque” company that raised $600m in its 2016 IPO.Despite his big-ticket financial career, Mr Chu has attracted little publicity over the years. In contrast, Mr Parmar’s record has been colourful and, at times, controversial. He took to the airwaves in 2008 to publicise his 32-acre property in New Jersey, offering viewers of ABC’s Nightline programme a personal tour of the residential compound. Two years later Mr Parmar’s lender, Deutsche Bank, filed a foreclosure action in New Jersey. The $23.7m mortgage was eventually restructured and reassigned to an entity called Aquila Alpha, which filed its own foreclosure action against Mr Parmar last year. Mr Parmar confirmed in a message to the Financial Times that he was expected to step down from his role as chief executive of Constellation ahead of an envisioned IPO. He also denied any problem with the company’s cash flow, but did not provide any additional proof or documentation of the company’s cash position by press time. The first of his responses, sent through a messaging app, was sent under the name “Marc Antony”. CC Capital offered outside investors a mix of cash and payment-in-kind-type notes rolling up interest annually, at 3 percentage points above 3-month US Libor, according to Bloomberg data — that would give the notes a yield of nearly 4.5 per cent. The transaction was partially funded by BofA Merrill Lynch, according to the proxy statement sent to shareholders. " |
Posted at 18/8/2017 08:57 by gary1966 Thanks stuffee. Managed to find a copy of the initial takeover RNS and looks as though you are correct in that interest is payable at 5%pa but accrues until repayment of notes. Here is the relevant section.The Promissory Notes shall accrue payment-in-kind (PIK) interest at an annual rate of 5 per cent., be payable by CHT or Parent (or an intermediary holding company between the Surviving Corporation or Parent) on or prior to the date that is the seventh anniversary of the issuance date, will be unsecured, will not be registered for listing or trading and will be subject to typical transfer restrictions. If any CHT Shareholder does not sign a Voting Agreement which contains a release of claims under the laws of the State of Delaware, the value of its Promissory Notes may reduce in certain circumstances as described in this announcement. |
Posted at 22/6/2017 13:00 by ramprasad Hi, could anybody clarify on UK tax position regards CHT aquisition, as I have just downloaded my consolidated tax certificate from TDdirect.I had 1800 shares. The Overseas dividend schedule is as --- 1800shares--Gross pay rate 217 Cents--Gross amt $3906--Tax amt$585.90--Net amt$3320.10 So, $1.74 cash aqu price + $$.43 promi note = $2.17 and a 15% withholding tax. Now what I gather from Parmared Off's post number 870&871, for Uk tax purposes, the transaction is regarded as part disposal of common shares, and would count towards chargeable capital gains. In my case, the whole proceeds would not exceed my capital gains tax allowance for the year (and I have no other capital gains in the year). So my question is --- Do I need to declare the above amount $3906 as foreign dividend on my tax return? |
Posted at 23/2/2017 14:31 by parmared off Part 6 :PART 6TAXSECTION A: UNITED KINGDOM TAX CONSEQUENCESThe following paragraphs are intended as a general guide only and are based on current UK legislation and HM Revenue and Customs practice (which is subject to change and possibly with retrospective effect) and are not exhaustive. They summarise advice received by the CHT Directors as to the position of Shareholders who (unless the position of non resident Shareholders is expressly referred to) are resident (and domiciled) in the United Kingdom ("UK") for tax purposes, who are the absolute beneficial owners of their Common Shares and who hold their Common Shares as an investment. The discussion does not address all possible tax consequences relating to an investment in Common Shares. Certain Shareholders, such as dealers in securities, employees and officers, Shareholders that are exempt from taxation, insurance companies and collective investment vehicles, may be taxed differently and are not considered.IF YOU ARE IN ANY DOUBT AS TO YOUR TAX POSITION OR YOU ARE SUBJECT TO TAX IN A JURISDICTION OUTSIDE THE UK, YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL ADVISER WITHOUT DELAY.Taxation of Chargeable GainsLiability to UK taxation of chargeable gains will depend on the individual circumstances of Shareholders. Where a Shareholder receives the Acquisition Price, this will take the form of cash and Promissory Notes. The tax treatment of each of these elements of consideration will be different.CashThe receipt of the cash consideration will constitute a part disposal by that Shareholder of his or her Common Shares for the purposes of UK taxation of chargeable gains. Such a disposal may give rise to a liability to UK tax on chargeable gains depending on the Shareholder's circumstances (including the availability of exemptions, reliefs or allowable losses). The gain will be calculated by reference to the part disposal of the Common Shares by that UK Shareholder, the remainder of the Common Share being treated as exchanged for the Promissory Notes as detailed below.In the case of individual Shareholders who suffer a charge to UK capital gains tax, there are two main rates of UK capital gains tax, the applicable rate will be dictated by the individual Shareholders' amount of taxable income. Those individual Shareholders who are higher rate or additional rate taxpayers will pay capital gains tax at 20 per cent. and other individual Shareholders will pay capital gains tax at 10 per cent. Entrepreneurs' relief may be available for the first £10 million of cumulative lifetime gains realised on or after 6 April 2011. Different thresholds apply to gains made before this date. Where entrepreneurs' relief applies, gains which are within the relevant lifetime allowance are taxed at 10 per cent. even if the Shareholder is a higher rate or additional rate taxpayer. Gains made in excess of the lifetime limit are subject to capital gains tax at the prevailing rate, currently 10 per cent. or 20 per cent. as indicated above.For Shareholders who are within the charge to UK corporation tax (but who do not qualify for the substantial shareholdings exemption in respect of their Common Shares) the rate of UK corporation tax is currently 20 per cent. In addition, for such Shareholders indexation allowance on the acquisition cost of the Common Shares should be available until the date of disposal of the Common Shares. Indexation allowance increases the acquisition cost of an asset for tax purposes in line with the rise in the retail prices index and thus reduces the amount of the chargeable gain on disposal of the asset. Indexation allowance cannot be used to create or increase a loss.59A Shareholder who is not UK resident will not be subject to UK tax on a gain arising on the disposal of Common Shares unless either (i) the Shareholder carries on a trade, profession or vocation in the UK through a branch, permanent establishment or agency and, broadly, holds the Common Shares for the purposes of the trade, profession, vocation, branch or agency or (ii) the Shareholder falls within the anti avoidance rules applying to temporary non residents.Shareholde |
Posted at 23/2/2017 14:24 by parmared off 16. TaxationYour attention is drawn to Part 6 of this Proxy Statement, which contains a general guide as to the UK and US tax implications for Shareholders as a result of the Acquisition. If you are in any doubt as to your own tax position, or if you are subject to taxation in any jurisdiction other than the UK and US, you should consult an appropriate independent and legal and tax advisor.The ultimate beneficial owner of the relevant Common Shares is asked to complete and validly execute the applicable Tax Forms which may be downloaded from the Company's website at www.constellationhea |
Posted at 23/1/2017 14:16 by actofwill Shareholders will be regarded for US tax purposes as receiving a portion of the Acquisition Price per Common Share ($1.74 of the cash Acquisition Price and the $0.43 in Promissory Notes, totalling $2.17 per Common Share) in redemption of a portion of their Common Shares (“Redemption Consideration” |
Posted at 13/1/2017 10:00 by flagon 5th December 2016Constellation bid leaving me bittersweet Last week one of my big holdings Constellation (LON: CHT) was bid for by the CEO/founder Paul Parmar, backed by US private equity. CHT was a key, high-conviction holding for me. Breaking down the bid, there was 235p in cash and 35p of a Promissory Note. We should ignore the cheeky "Promissory Note" which matures in 7 years, and hence the offer price is effectively 235p. Given this company is 100% US$ earnings, when you convert the offer back into $ it's a pretty small premium. I'm unhappy with the bid, as I had high conviction the share was heading towards 300p. It had a decent pipeline of acquisitions and was now debt-free. On the flip side, I have made a decent return so I can't complain too much. Mr. Parmar, the CEO, owned 52% already, so it looks like the deal will get done. Also, it is unlikely there will be another bidder. There is a big break fee in place to dissuade new entrants, and as I said, the CEO own 52%! It's crucial for Management to have skin in the game, but this is an example where the rest of the shareholders are relatively powerless to do anything when the CEO has a majority, even if the price is too low. Paul Parmar is not a popular individual, and if you read his blog you will understand why. In my opinion, some of the more colourful stories of his past led to UK fund managers never giving CHT the rating he wanted, to raise more equity for his acquisition strategy. So he's teamed up with US private equity to execute the same strategy away from public markets. I wouldn't be surprised if we see a NASDAQ IPO in a couple of years at a much higher multiple. Promissory Note presents potential opportunity private investors Many fund managers, including myself, will find it difficult to own the Promissory Note because many have restrictions that funds can only hold listed equity. This, in my view, is what's causing the big discount to the 270p total bid price. For private investors who might not mind holding a 5% coupon note, this creates an arbitrage opportunity whereby today shares can be bought for 213p that are ultimately worth 270p. As I say, it's not for me, but worth highlighting. Link -> As of now $2.93 translates to £2.40 |
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