Constellation Healthcare Share Discussion Threads

[jimbob17] 02/2/2017 10:08

TD Direct only started posting letters out yesterday and want them all back tomorrow -ridiculous in my view that they did not sort this sooner. I alerted them last week that I believed shareholders had to complete additional paperwork.

[100laila] 31/1/2017 16:05

Sorry re message above I should have made clear TDDirect are my broker.

[100laila] 31/1/2017 16:03

Hi all

This is totally not standard. You need forms (2) plus W8BEN. The forms must be signed by the registered owner (ie the broker) and have to be signed by the beneficial owner ie you.
I have been having strong words with TDDirect and they are now on the case. They will be sending out signed documents to their clients who should sign and send on to Capita the registrar. Documents should arrive tomorrow.

If you don't get this right you will suffer 30% witholding tax (rather than standard 15%) and you will end up with B promissory notes rather than A ones.

I would recommend you read the "form of declarations" which which is one of the 2 documents that needs completing. It also gives you an overview of what else needs doing. You find this and the other docs on the CHT website - investor relations section and then on RHS there is a caption called recommended acquisition.

Good luck.

[gargleblaster] 31/1/2017 12:13

melody - I spoke to my broker who said they had already sent the relevant form on my behalf, so this may well be standard business practice in these situations.

Have everything crossed that payment will come today!

[scorpione] 31/1/2017 11:00

Agreed Rivaldo not done and dusted until cash comes in; mine are in a SIPP so withholding tax should not apply. Promissory notes may never get paid however if they do hopefully we will not have to wait 7 years!

[melody9999] 31/1/2017 00:24

I shall be checking this with my broker tomorrow - easy to gloss over when you are just focused on ensuring the transaction completes so we get our money:

To the extent that Shareholders have yet to complete and return the Form of Declarations and the Delaware Voting Agreement in accordance with the instructions set out in the Proxy Statement under the heading "Action to be Taken" they are strongly encouraged to do so by no later than 6 February 2017. Failure to return a properly completed Form of Declarations will result in the Shareholder not being able to receive either the A Promissory Notes or the B Promissory Notes. Furthermore, failure to return a properly completed Delaware Voting Agreement will result in the Shareholder not being able to receive A Promissory Notes which may have a higher value than the B Promissory Notes. The register for the Promissory Notes will close at 6.00 p.m. (London time) on 6 February 2017.

Here is the benefit of returning the Delaware Voting Agreement:

To the extent there are any Proceedings brought by any current or former CHT Shareholder directly or indirectly with respect to the Company, Parent, Sub, the Surviving Corporation, CC Capital or any of their respective Affiliates relating to or arising from the Merger and which results in any losses, the face value of each Promissory Note to be issued to a CHT Shareholder that does not sign a Voting Agreement governed by the laws of the State of Delaware which contains a release of claims under the laws of the State of Delaware shall be reduced dollar-for-dollar on a pro rata basis for such losses. Any offset to any Promissory Note issued to such CHT Shareholder shall be treated as an adjustment to the merger consideration.

So thats all crystal clear then?!

[gary1966] 30/1/2017 16:46

Not over the line yet as need to see how screwed we are on the withholding tax and the saga of getting that back as we have sold our entire holdings and therefore this is a capital, not income, event.

[gargleblaster] 30/1/2017 16:40

Could someone please give a shout when the money hits their account - it will give the rest of us the heads up - thanks.

[rivaldo] 30/1/2017 16:16

Phew :o))

Won't be completely happy until the cash is in the account!

[scorpione] 30/1/2017 15:49

Over the line at last!!!

[gargleblaster] 28/1/2017 01:34

The only potentially dodgy word in the RNS is "expect", indicating a lack of certainty! Show me the money!

[dennislevine] 27/1/2017 17:50

RNS just out - says deal still on

[deltrotter] 27/1/2017 12:01

I think you were one of the early warners weren't you?

[wjccghcc] 27/1/2017 11:58

Wow. Hope it works out ok for remaining holders. Always smelt a bit too much for me.

[deltrotter] 27/1/2017 11:49

Yup glad I sold as well. We were warned many times on here. I did well out of it, bought at 140 and sold at 223, plus got a chunky divi a while ago as well.

But, I was lucky and really should have paid more attention to the warning...

[actofwill] 27/1/2017 11:47

Break-up fee will be paid the way I read the proxy. Minority shareholders should sue Parmar and associates separately for cause and breach. Its going to be interesting to say the least.

[the prophet] 27/1/2017 11:47

blimey, just read the ft article, glad I sold when I did.

[gary1966] 27/1/2017 11:32

Break up fee was the blackmail to make shareholders accept the offer. Offer was accepted. If Parmar can't meet his side of the bargain then that is his look out. Certainly can't see anything that would trigger him receiving the break fee. Not often I would say this but would be OK with losing my investment in return for Parmar having a long prison sentence and having a life ban on ever running a company again.

[actofwill] 27/1/2017 08:26

I think the take private will not close, the break-up fee will be paid and shares back to trading before the 15th of February - obviously that day being a dramatic day of trading for CHT. But let's await the RNS... would be interesting to see what CHT/Parmar say about the litigation.

[gargleblaster] 26/1/2017 23:16

Am still invested - will I get my cash back?

[pj 1] 26/1/2017 21:54

Apols deleted after seeing copyright on web page