Dowgate Capital Share Discussion Threads

[saddembinladen] 24/10/2008 18:17

Very interesting!

[montyhedge] 24/10/2008 15:11

Don't forget people is their assets, if top earners at either company don't like the deal they can walk around the corner to someone else with their clients, Dowgate looks the strongest.

[cammy3] 24/10/2008 15:09

These two co's should have got together before one of them goes off the radar. I've been saying this for a few weeks now. Dan's lease expires shortly and DGT has just moved to new large premises which can accomodate Dan - great cost savings for a start. Suspect it will be personalty issues rather than looking at the common sense route. They'll wait until they're both on their knees by which time it will be too late. Dan still burning cash but board happy with situation !!! Get a grip please - the biggest economic storm is about to hit small caps and small cap advisors will not survive unless corrective action taken. Hope DGT gets into bed with someone else asap, if not plenty room in their new office for all the Dan staff who leave.

[kamitora] 24/10/2008 14:15

The Board of Daniel Stewart has seen the announcement made by Dowgate, which was released earlier today and confirms that, whilst it had very preliminary discussions with Dowgate, these discussions have been terminated.



Hmmm. That's got to be the shortest offer period on record.

[jscapper] 24/10/2008 10:10

propane
What comments did you make when I sugested DAN would be taken over by DGT?

[donaferentes] 24/10/2008 09:56

Possible offer from Daniel Stewart. Not surprised. What sort of premium (discount!) to the current share price could be expected, anyone have a view?

RNS Number : 6169G
Dowgate Capital PLC
24 October 2008


24 October 2008

DOWGATE CAPITAL PLC
Comment on press speculation

The Board of Dowgate Capital plc ('Dowgate' or the 'Company') notes the press speculation that it is in discussions with Daniel Stewart Securities plc and confirms that it is talks that may or may not lead to an offer being made for the Company. The talks are at an early stage and are one of a number of options being considered.

This announcement is not being made with the agreement or approval of Daniel Stewart Securities plc. There can be no certainty that an offer will be made nor as to the terms on which any offer might be made.

The Board will keep the market appraised of any developments.

[davidosh] 23/10/2008 12:35

Another one lost due to delisting and cost savings...



and there could be quite a few of these to come sadly.

[propane] 23/10/2008 12:23

Just came across this.....

Mobestar Holdings Plc (the "Company" or "Mobestar")

Appointment of Administrators and Resignation of Advisers

Appointment of Administrators

Further to the announcement made by the Company on 7 October 2008, the Board
announces that Joint Administrators have been appointed to the Company.

The contact details for the Joint Administrators are set out below:-

Chris Latos and Stephen Holgate



Resignation of Advisers

Dowgate Capital Advisers Limited, the Company's nominated adviser, and Midas
Investment Management Limited, the Company's broker, announce their resignations
with immediate effect.

Pursuant to AIM Rule 1, if an AIM company ceases to have a nominated adviser,
the London Stock Exchange will suspend trading in its AIM securities. If within
one month of that suspension the AIM company has failed to appoint a
replacement nominated adviser, the admission of its AIM securities will be

[marnewton] 19/10/2008 22:40

Not me chellers.

Strange to see you and chestnuts on the same evening (but different boards...obviously), not clapped eyes on the pair of you in years.

Perhaps it's an omen.

M

[chelwood01] 19/10/2008 22:22

you lot still following this Minny minnow hoping hoping , while the big boys make real money or position themselves for the kill .

c01

[maxharry] 16/10/2008 20:28

Paulo2
Your still alive then ?

[paulo2] 15/10/2008 22:00

Consolidation soon. ;-)

[maxharry] 15/10/2008 21:52

This is now as low as it has been for the last 5 years.

[davidosh] 10/10/2008 17:19

How can that be possible unless it was a deal done direct with the seller ?

[serratia] 10/10/2008 13:37

Have you ever seen these guys miss an opportunity to help themselves ?

[donaferentes] 10/10/2008 11:59

My thoughts too!

[cammy3] 10/10/2008 10:11

Wht cant we get the opportunity to buy shares at 7p. Was c 10p on offer yesterday yet DIRECTOR can buy 30% below offer. Nice work

[donaferentes] 09/10/2008 15:41

Ah, Chellers, in at the death I see. Always reliable!

[chelwood01] 09/10/2008 13:41

£im at 7p , must be desperate to get out , get ready for a fall .

c01

[lr4850] 08/10/2008 16:33

There we go? Paying for our 0.2 divi with a 1.25 drop.

[rawli] 07/10/2008 18:27

RNS Number : 2942F
TV Commerce Holdings PLC
07 October 2008



TV COMMERCE HOLDINGS PLC




ISSUE OF EQUITY







The Board TV Commerce Holdings plc (the 'Company'), announces that it has issued 200,000,000 new ordinary shares of 0.02 pence nominal value at 0.025 pence each per share raising £50,000. The new ordinary shares will rank pari passu with the existing ordinary shares.




Application has been made for the new ordinary shares to be admitted to AIM. Dealings in the new ordinary shares are expected to commence on 13 October 2008.




Following the above issue of equity the enlarged share capital of the Company will be 1,264,179,632 ordinary shares of 0.02p each.







For further information please contact:







Vince Stanzione, CEO


TV Commerce Holdings plc


Tel: [phone]

David Newton/Aaron Smyth

Nominated Adviser


Dowgate Capital Advisers Ltd


Tel: [phone]

Drew Edmonstone, Broker


Dowgate Capital Stockbrokers Ltd


Tel: [phone]









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

[rawli] 05/10/2008 22:41

Disposal of PPDG

Introduction

The Board of Network Group Holdings plc ("NGH" or the "Company") announces that it has disposed of its shareholding (representing 67.1% on an undiluted basis and 52.51% on a fully diluted basis) in Pertemps People Development Group Limited ("PPDG"), one of the UK's leading private sector primary providers of government solutions for the longer-term unemployed, to Employment Services
Holdings PTY Ltd ("ESH") for an aggregate consideration of £22.6m comprising £14.9m in cash and £7.7m in ESH ordinary and preference shares. ESH, a privately owned Australian company specialising in employment and recruitment services, is acquiring the entire issued share capital of PPDG.

NGH acquired its interest in PPDG in April 2008 for an aggregate consideration of £17.85m (£18.8m including costs) comprising £1.6m in deferred consideration and £16.25m in 46,428,586 new NGH shares representing approximately 44% of the existing issued share capital of the Company, and having an issue price of 35p each ("Consideration Shares"). Pursuant to the anti-embarrassment clauses
referred to below, NGH has conditionally agreed to transfer the consideration received by it from ESH (except for the amount of £4,425,270) to those parties from whom it acquired its interest in PPDG in return for them agreeing to transfer the 46,428,586 Consideration Shares to the Company or such person as it shall nominate for no further consideration. NGH has also received a dividend from PPDG during the period of ownership of £674,730. As a result, the total return to NGH is expected to be approximately £5.1 million, including the dividend described above, before disposal expenses of approximately £0.8 million, and out of which £1.6 million of deferred consideration is due to be paid.

Reasons for disposing of PPDG

PPDG was acquired recently (in April 2008) from a shareholder group led by Tim Watts, a director and substantial shareholder of NGH ("PPDG Vendors"). The acquisition was classified as a reverse takeover under AIM Rule 14. NGH had originally intended to fund the acquisition through a simultaneous cash
fundraising through an issue of new equity. However, largely due to adverse market conditions, NGH was unable to do this and was only able to acquire PPDG on the basis that the consideration was primarily satisfied by an issue of new ordinary shares in NGH (being the Consideration Shares referred to above) to the PPDG Vendors. As part of the agreement, and in view of the PPDG Vendors' wish to receive a substantial proportion of the consideration in cash, NGH entered into an "anti-embarrassment" agreement. This agreement stated that if PPDG was sold by NGH prior to the second anniversary of its acquisition, the PPDG Vendors could submit a notice to NGH requiring NGH to buy back their Consideration Shares using the entire proceeds of sale of PPDG. The NGH directors were not obliged to dispose of PPDG during this period.

Soon after the acquisition of PPDG had been completed in April 2008, the PPDG Vendors reopened discussions with ESH with a view to ESH acquiring PPDG from NGH. These discussions were entered into with the agreement of the NGH Board. Negotiations have continued since then and only recently been concluded on the basis described in this announcement.

The objective of the independent directors (being all directors with the exception of Tim Watts, Michael Owen, John Smith and Colin Birchall) (the "Independent Directors") is to ensure that PPDG is only sold if the sale is in the Company's best interests. To this end, the Independent Directors have renegotiated the terms of the anti embarrassment agreement such that, when the anti-embarrassment agreement is invoked, it will now retain £4.425m (in addition to the dividend of £674,730 received during the period of NGH's ownership of PPDG), from which it will pay the deferred consideration of £1.6m in due course and costs of approximately £0.8 million. This should be considered in the context of the estimated accounting profit on disposal of £3.4 million before the deduction of costs.

In considering the terms of the proposed transaction, the Independent Directors have taken into account the following factors:

* When PPDG was purchased by NGH one of the key reasons for the acquisition
was that PPDG offered defensive qualities having predictable revenues
arising from larger, longer term contracts with Government bodies, in
particular participation in the UK Governments Welfare to Work Initiatives.
Since April 2008 it has become clearer that extensive opportunities
afforded to PPDG in the bidding process for Flexible New Deal will be
maximised under different ownership with the support of a larger
organisation with an existing international presence, in the welfare to
work sector. This is being reflected in a consolidation of primary
providers within the UK welfare to work sector. ESH has both the financial
and other resources available to fulfil this role, and the directors of NGH
consider that this is reflected in the price being paid for PPDG. The full
tendering process for Flexible New Deal does not complete until well into
2009, and to provide clarity to the resources available from PPDG it is
important to conclude this sale at this time.

* The sale to NGH provides a mechanism to allow the PPDG employees who
participate within the EMI share option scheme to exercise their options
and dispose of their shares. As, a consequence the management and employees
will, on sale, own 47.49% of the issued share capital of PPDG. The
management and employees will dispose of their share interests to ESH for a
mixture of cash and a rollover into a beneficial interest in ESH shares.
This fulfils some of the shared equity principles upon which NGH has been
founded. Whilst this conversion may not appear as a direct benefit to NGH
shareholders, it is those principles that attract businesses to join NGH.

* Whilst PPDG is profitable, the opportunities available to it are likely to
require substantial investment in both fixed and working capital. This
funding requirement, which has become more apparent since April, is likely
to provide an undue call on NGH resources.

Bearing in mind these risks and the net cash retention, the Independent Directors have concluded that the sale should proceed.

Summary of the key disposal terms and conditions

Pursuant to the disposal agreement, ESH will acquire the entire issued share capital of PPDG. The consideration to be paid by ESH to NGH under the agreement is an aggregate of £22.6m, comprising £14.9m in cash and £7.7m in ESH ordinary and preference shares.

Of the cash consideration received by NGH, NGH will retain the sum of £4,425,270. Of this £1.6 million will be paid in due course to Tim Watts to satisfy the deferred consideration due to him on the acquisition of PPDG (but in respect of which Tim Watts has agreed not to demand payment for a period of at least six months from completion). The sum of £2,535,000 is to be paid to a retention account in the joint names of the parties' solicitors, where it will be held for 3 months from completion and may be used to satisfy certain claims under this agreement. A further £7,907,054.32 of the consideration received by
NGH is to be paid to an escrow account where it will be held pending the satisfaction of the anti-embarrassment clauses referred to above. At that time, such sum (less the amount of any claims satisfied or pending under the agreement) will be paid to the PPDG Vendors in return for the PPDG Vendors transferring the 46,428,586 consideration shares to NGH or such person that NGH
directs. If no such transaction has occurred within two years of completion, such net sum will be returned to NGH.

If the arrangements are not completed by the second anniversary of Completion, NGH will assume any extant claims under the warranties and indemnities provided by the PPDG Vendors under the ESH agreement (and the consideration ultimately received by NGH may be reduced to the extent of any previous or future claims under that agreement), however NGH will not be liable for any new warranty
claims.

NGH's liability under such warranties and indemnities will be limited to the amount of the consideration in cash and ESH shares received by NGH less the sum of £4,425,270.

The Board is considering various ways of implementing the anti-embarrassment clause.

Related party transaction

The original anti-embarrassment clause stated that on a subsequent sale of PPDG, NGH would retain none of the consideration. This was amended in July 2008 such that NGH would retain at least £3 million of the consideration in addition to £1.6 million to discharge the deferred consideration due from the original acquisition). The clause is being amended again so that this sum is increased
by £0.5 million (ie £5.1 million, representing £3.5 million in addition to the £1.6 million being retained to discharge the deferred consideration).

The amendment to the anti-embarrassment clause discussed above is a related party transaction as defined in Rule 13 of the AIM Rules. When a company whose shares are quoted on AIM enters into such a transaction, the requirement is for the directors of the company who are independent of the transaction to consider, after consultation with the company's nominated adviser, whether the terms of the transaction are fair and reasonable insofar as the company's shareholders are concerned.

The Independent Directors, having consulted with Dowgate Capital Advisers Limited, consider that the terms of the variation to the anti-embarrassment clause are fair and reasonable insofar as shareholders are concerned.

Effect of the disposal on NGH

The disposal proceeds and dividend, before deduction of costs, total approximately £5.1m. This amount includes a dividend paid by PPDG to NGH of £674,730 in contemplation of the disposal. The sum of £5.1m will be used to discharge deferred consideration of £1.6m due to be paid in due course (but no
earlier than six months following completion) and costs of disposal estimated at £0.8m. The balance of funds will be utilised by NGH as ongoing working capital.

The sale of PPDG will impact on NGH profits, cash flows, working capital, EPS and net assets in various key ways:

Profits

In the year to 31 March 2008, PPDG made an unaudited profit before taxation of £5.8 million on sales of £44.0 million. In the two month period of ownership by NGH as reflected in the Company's interim accounts to 31 May 2008, PPDG has sales of £7.7 million and made a profit after tax of £0.4 million.

NGH generates a profit on disposal of approximately £3.4 million before costs of disposal. The NGH board will seek to invest in organic growth and selected acquisitions to supplement the reduction in profit streams arising from the disposal of PPDG.

Cashflow

Whilst PPDG generated significant profits, as explained above, it required and is likely to require, significant investment in working capital and capital expenditure.

NGH will benefit from the cash retained on sale of PPDG as stated above.

Earnings per share

The sale of PPDG invokes the anti embarrassment clause that will lead to the buyback of the original vendors shares. It is likely that these shares will, as a consequence, be excluded from future EPS calculations.

The interim results to May 2008 released today show an EPS calculation for the 6 month period of 0.6p of which 0.3p relates to continuing activities (ie without PPDG). The balance of 0.3p is represented by earnings from PPDG for the two month period in which it has been held. The above EPS calculation is based on the average number of shares in issue during the six month period, being
72,735,932. At 31 May 2008 the number of shares in issue was 104,812,248 fully reflecting the NGH shares issued to the PPDG vendors. Once the buyback is complete the EPS calculations will involve 46,428,586 fewer shares, being those bought back.

Net assets

Unaudited net assets of PPDG as at 31 March 2008 were £1.6m including £0.6m of
intangible assets.

Board change

As a consequence of the sale of PPDG, Colin Birchall, the CEO of PPDG, has resigned from the Board of NGH. The Board is grateful to Colin and his team for their contribution.

Half-yearly report

The half-yearly report of the Company is being published today including a trading update. The half-yearly report assumes that the disposal of PPDG has taken place.

For further information please contact:

Network Group Holdings plc 01676 525 000
Christopher Ross, Chairman
www.networkgroupholdings.co.uk

Nominated Adviser 020 7492 4777
Dowgate Capital Advisers Limited
Tony Rawlinson / Simon Sacerdoti

Broker 020 7492 4799
Dowgate Capital Stockbrokers Limited
Dru Edmonstone, Head of Broking

[davidosh] 02/10/2008 21:23

It is a little worrying that the placings are drying up on the basi of the work done in 2008 so far...In H1 there were 10 and then only one in the next quarter and almost the smallest by size.

I cannot see things improving until at least one year from here and maybe into 2010 so those new hires are going to struggle to get anywhere near paying their keep and transfer fees until year three IMO. Lets hope the remainder of the business can support them.