Ensor Share Discussion Threads

[shanklin] 19/4/2017 13:40

Many thanks dangersimpson2

It is quite difficult to believe such an unsuccessful process has gone right through to completion. Before the sales process started, operating as a mini-conglomerate, ESR was doing very nicely thank you.

[dangersimpson2] 19/4/2017 13:32

60p total is mid-case with 30p already paid, 15-20p in next few months and the balance in 12 months or so.

[tiswas] 19/4/2017 08:04

Well done everyone on bringing this to a conclusion, albeit a rather unsatisfactory one.

I just reread ST's valuation of "at least 125p per share", it is in post 417 if anyone is interested. Looks like we will end up with less than half of that at a price that is lower than the share price before they commenced the strategic review to out value for shareholders nearly two years ago.

Sigh!

[shanklin] 19/4/2017 07:10

What will the total payout be please?

I sold in the latter part of September at an average of circa 70p when I became completely disenchanted with the sales process.


Thank you, Martin

[dangersimpson2] 18/4/2017 17:41

Just got off the conference call. Thanks to David for organising. This is the explanation for the variance shown in my previous post based on my notes from the meeting (E&OE):

Ellards was sold for £3.1m premium to net assets excluding goodwill but the actual cash premium received was only £2.1m. The difference was due to professional fees related to the sale and an insurance policy that had to be purchased to allow the sale to complete.

Woods was sold for £1.665m premium to net assets excluding goodwill but the actual premium received was only £1.2m. The difference was due to professional fees related to the sale.

£100k was for an insurance policy required to indemnify the liquidators from future tax or other liabilities so that the liquidator would be prepared to release the funds within the 7 years HMRC deadline.

£400k central overhead costs since September.

£1.5m of termination payroll costs consisting of £100k tax, £700k non-discretionary payment and £700k discretionary payment to keep key staff during the wind down process. No Harrison family members received discretionary payment.

Ellards and Woods traded profitably since September to offset some of these costs but no exact figure was given. Woods paid cash back to the parent company so that the net assets met the agreed sale net assets on the day of completion.

In general I think these costs could have been better communicated by the company in their announcements - particularly the sale of Ellards and Woods where the premium to net assets of cash actually received was lower than the announcement due to significant fees. However now we know about these costs they explain the difference we see between September balance sheet, subsequent announcements and the solvency statement.

[cockerhoop] 18/4/2017 09:19

Tiswas,

Sorry to hear that. I'll try to keep you updated.

I am now in the possession of further information regarding the balance sheet bridge from Sept 16 to March 17 and whilst I don't think I'm able to post it up on the bulletin board I can confirm as DangerSimpson suggested that the goodwill on Ellard and Woods balance sheet was written down, and along with fairly sizable disposal costs and significant ESR holding company bonuses the figures now do at least stack up.

[tiswas] 18/4/2017 08:52

It looks like I will be at the hospital this afternoon with a close relative and unlikely to be back in time for the CC.

Good luck if it goes ahead. If someone would be good enough to post a summary, when convenient, it would be most appreciated.

[kev0856153] 14/4/2017 12:00

As I posted before I could understand the argument for delisting the company but I could not understand the argument for changing the status of the company to private. That's when the alarm bells went off and I sold out. Shareholders rights are almost non-existent in a private company.

The other thing I suggested was shareholders setting up a website to keep the spotlight on the company and the directors.

Good luck here but these directors must be held 100% accountable. Keep the pressure on them and don't let up until they've made good!

[davidosh] 13/4/2017 17:15

Has anyone asked for the pdf's and information that we are missing now the website has gone ? Ideally we should have all that available for the CC on Tuesday at 4.30pm

If you want to join us please email me via my mellomeeting.co.uk site

[dangersimpson2] 13/4/2017 17:08

I could see some of it going on HQ redundancy, onerous lease, lawyers fees for the transactions but I think there is at least £2m currently unaccounted for. They need to provide a detailed breakdown of where this has gone.

[cockerhoop] 13/4/2017 16:07

The only other thing I could think of is a onerous lease payment on the HQ building though it's fairly modest in size.

From memory I thought board costs were about £600,000 salaries per year so some bonus to lose £2-£3m!

I imagine some of the intangibles would not have been written down and were transferred with the businesses on sale.

Certainly questions to be answered.

[cockerhoop] 13/4/2017 15:55

DS,

Sadly I don't think 3 or 5 provide the answer as in the Declaration of Solvency

The agreed sale proceeds line of £2.094m is the total consideration for Woods less costs.

The contingent consideration line of £526,000 relates to £300,000 for Ellard and £250,000 for Technicover. These are performance dependent.

Hence the cash £14.47m includes the full £7m received for Ellard. That's now reduced by £8.9m with the 30p payout.

[meijiman] 13/4/2017 15:53

Trousered by the management I suspect.

[dangersimpson2] 13/4/2017 15:33

I definitely think the directors have some big questions to answer on the difference between the published announcements and the Solvency Statement.


30/9/16 Post BS - Ellard Post BS - Woods Post BS - Divi Total Solvency DiffNon-current assets Property, plant & equipment 386 386 623 Intangible assets 1,074 Deferred tax asset 489 489 621 _______ Total non-current assets 1,949 _______ Current assets Assets classified as held for sale 530 530 Assets of disposal group held for sale Cash and cash equivalents 10,370 6,200 400 -179 16,791 14,474 2,317Business Receivable 800 1,725 2,525 2,094 431Contingent Consideration 300 300 526 -226 Tangible Assets - NWC 10,756 Inventories 2,415 Trade and other receivables 4,775 Current income tax liabilities -94 Trade and other payables -2,955 Net Working Capital 4,141 -4,200 -460 -519 20,502 18,338 2,164



So assuming intangibles were written to zero then there is £2.2m that is unexplained. The only things I can think that could account for this are:

1. Directors awarded themselves a big bonus.

2. They bought assets which became worthless less than six months later.

3. The £1.725m payout for woods deducted from cash return is not included in the solvency statement.

4. A mistake was made in the statements they made on the value of net assets sold with Ellard and Woods.

5. The solvency statement is overly cautious or excludes the value of assets like contingent consideration.

6. The businesses made significant cash losses in the last 6 months that were not reflected in net assets.

7. Another reason? Something I've missed?

I'm hoping that 3. or 5. are the explanation. 4. or 6. would be unfortunate - like others I wish I'd saved the pdf's from the website before it was taken down to confirm these figures. If it is 1. or 2. then we have some serious issues to address.

If anyone can come up with any other reason no matter how implausible it would be good to hear them so we are prepared for all eventualities on Tuesday.

[cockerhoop] 12/4/2017 15:35

Well from memory 30p equated to £8.9m so if everything goes to plan it marginally under 50%, but a sizable minority :-)

[tiswas] 12/4/2017 11:56

Pleasure. I just hope that 30p is not a "majority" of the proceeds!

[cockerhoop] 12/4/2017 10:38

Thanks Tiswas,

Very helpful, especially regarding Ellard and the remaining £300,000 contingent consideration.

[tiswas] 10/4/2017 16:38

Thanks David. Looking forward to it and intrigued as to what the answers are!

[davidosh] 10/4/2017 15:44

The directors are away until after Easter but I have provisionally set a date for Tuesday 18th April at 4.30 pm for the CC and will put the details here when finalized.

[cockerhoop] 10/4/2017 11:35

Annoyingly the ESR website being removed means I don't have a copy of the Woods/Ellard sales announcement. If anyone could post it up I'd be grateful.

[tiswas] 10/4/2017 10:24

If anyone has had any contact with the directors or received an explanation for the discrepancies mentioned above I would be grateful if they could share it with me.

[3500sr] 05/4/2017 16:08

Yes, iweb credited my account with 30p per share today also