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FDMG Fdm

150.00
0.00 (0.00%)
10 May 2024 - Closed
Delayed by 15 minutes
Fdm Investors - FDMG

Fdm Investors - FDMG

Share Name Share Symbol Market Stock Type
Fdm FDMG London Ordinary Share
  Price Change Price Change % Share Price Last Trade
0.00 0.00% 150.00 01:00:00
Open Price Low Price High Price Close Price Previous Close
150.00 150.00
more quote information »

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Top Posts
Posted at 17/12/2009 05:59 by gengulphus
My guess is that if they are forced/able to take up the 2m family shares it will put them over the 20% threshold and they will be obliged to make an offer for the whole company.

What 20% threshold? I know of the 30% threshold for being obliged to make an offer, but not of a 20% one - and a quick search of the Takeover Code hasn't revealed one. And their latest RNS reveals that their stake if they get the 2m family shares will be at 23.36%, still comfortably below the 30% threshold.

As Rex&Co now have 12.5% (without the 2m) the 90% threshold is dead.
Do we have a bidding war ?
How high will Astra go ?
What will the management do if Rex takes control ?

Standby for the next exciting episode....

I did spot an RNS for Rex Harbour taking/upping a stake in another company the other day so I believe it/he is a rich individual active investor.

The recent RNSes do say "Rex Harbour is a director and the beneficial owner of City Securities Limited." right at their end, so yes, it looks like he is a private investor and probably quite rich - with a taste for acting privately in conjunction with his company.

From his actions so far, I'd judge him (including his concert party) to be quite an 'active' investor who would probably not be happy to be left with a large minority stake in an unlisted company, and it's noticeable that he's continued to accumulate the shares after reaching the 10% required to block Astra from being able to get 100%. So I very much doubt he's just trying to stop Astra from doing that.

It also doesn't seem likely that he's just trying to build his holding up to the 25% level required to block Astra from taking full control of the company and being able to delist the shares. If he is, he's probably shot himself in the foot, because I'm very doubtful that Astra would continue if they knew they couldn't at least get full control - and if he gets 25% and then Astra let their offer lapse, then the conditional purchase from the Divett family completes and he goes over 30% and has to make a full offer. He could just about conceivably be aiming for 21% (so that his holding doesn't quite go above 30% when the family holding is added), reckoning that there will be enough hold-outs among smaller investors for full control to effectively be blocked - but that's a risky game, both because there might well not be that many hold-outs and because he would have to rely on those hold-outs actually voting on important resolutions!

None of the above says that frustrating Astra so that he can hang on to his investment cannot be one of his motives - just that it's not his only motive and probably not his main motive.

I'm also doubtful that launching a full offer himself is his main motive, because he's failing to take a major step towards that goal. Specifically, he can release the Divett family from their irrevocable undertakings to accept the Astra offer by actually making an offer, causing the let-out about a competing offer to trigger. If he waits until they have accepted, though, they probably won't be able to withdraw their acceptance. So hanging back from making an offer of his own seems a bit counterproductive. Still, he could be hoping to get a bit more of the company comparatively cheaply before doing so, or being delayed by practical matters such as arranging finance - so I'm only doubtful about making an offer as his main motive, not certain it isn't.

All in all, therefore, I suspect short-term gain is his main motive - bid Astra up as much as he reasonably can, then accept their offer. If so, he's not doing badly so far - accepting their offer now would make him (still including his concert party) up about £21.0k on the 15/12/2009 purchase, £13.3k on the 14/12/2009 purchase, £122.4k on the 01/12/2009 purchase, £30.0k on the 10/11/2009 purchase, and has pushed the realisable value of earlier purchases up by around £140.0k. Not millions, but definitely not a bad profit!

The fact that he has declared himself an "offeror" by making rule 8.1 announcements rather than rule 8.3 announcements does however suggest that he doesn't want to rule out the possibility of making an offer. So overall, my best guess is that his main motive is short-term gain from bidding Astra up and then accepting their offer, with the possibility of making an offer himself held in reserve as a contingency plan if they refuse to be bid up enough for his liking.

If that guess is right (and I emphasise that it is at best an educated guess!), the big question is how much Astra need to raise their offer to dissuade him from using that contingency plan. I'd love to know the answer...

So would Astra! So I suspect he's keeping it very secret...

So now we have the formal revised offer at 150p, with Rex and Co holding 14.75% and the 90% condition still in place it is a waste of time if Rex & Co. have not agreed to it. But as Astra now has 68.07% (at least) and Rex&Co have 14.74% (total 82.81%) still not a foregone conclusion if Rex&Co have accepted.

Not technically a foregone conclusion, I agree, but in practice I think pretty close to one. Over 75% acceptances with no known large hold-outs almost always proceeds through delisting, further acceptances, and compulsory purchases to a completely successful takeover.

Just wondering if it is worth trying to buy in the market up to 160p in anticipation that this is not the end.......

Hmm... I can see the temptation, but I think I'll personally simply continue to await developments - without accepting the offer, until and unless it becomes reasonably apparent to me that the outcome has become practically inevitable. At present, there's too much chance of further improvements, and withdrawing an acceptance once it has been made is too unlikely to be permitted.

Still, if you want to bid the share price up to 160p, don't let me stop you - I wouldn't mind the opportunity to top-slice my holding again at that level! ;-)

Gengulphus
Posted at 16/12/2009 09:14 by rbcrbc
the most likely explanation of the use of the rule 8.1 announcement is that they are declaring themselves potential offerors.

My guess is that if they are forced/able to take up the 2m family shares it will put them over the 20% threshold and they will be obliged to make an offer for the whole company.

The last RNS by Rex&Co I can see was 2nd Dec when they had 19.82% incl the 2m family.

As Rex&Co now have 12.5% (without the 2m) the 90% threshold is dead.
Do we have a bidding war ?
How high will Astra go ?
What will the management do if Rex takes control ?

Standby for the next exciting episode....

I did spot an RNS for Rex Harbour taking/upping a stake in another company the other day so I believe it/he is a rich individual active investor.

p.s. Did any directors show up for the EGM ?
Posted at 13/10/2009 21:19 by gengulphus
Instead we have seen a separate management class develop, who look after their own interests first (excessive salaries & bonuses, options, etc) and treat shareholders with contempt. This is all wrong.
...
The problem is that most shareholders think & act like short term speculators, instead of long term owners. Fix that, and all the other underlying problems of the credit crucnh will automatically get fixed too.

Agreed - with the proviso that "shareholders" means the legal owners of the shares, not the beneficial owners. The trouble is that the legal owners of most of the shares in most companies are one of:

* A fund, where the beneficial owners have no rights with regard to the underlying shares, and the legal owner (i.e. basically the fund manager) gets judged on short-term performance.

* A nominee company/broker, for whom letting the beneficial owners of the shares use their rights over the shares simply means unwanted extra costs. They're not legally obliged to allow it so far as I know (I'm fairly certain provisions that they should be in the last bill on the subject got watered down to saying that their terms & conditions have to make it clear if they don't allow it). And while some will allow it on request, they're generally quite happy for investors not to realise that they can request it...

I.e. it's basically not just the growth of a self-serving management class, but also the growth of a legal owner class whose interests are not aligned with those of the beneficial owners, and the growth of those two classes feeding off each other.

On top of that, things like AGM resolutions have been made just about as tedious and "how the heck should I know?" as possible from the point of view of ordinary shareholders. For instance, resolutions to re-elect directors: there are generally no alternative candidates, you've got to dig through a densely-worded corporate governance report (in an annual report most shareholders only receive if they take active steps to get it) even to find out simple facts such as how many board meetings the director attended, and you're pretty unlikely to get anything else factual about what the director has done for the company - just something saying the board considers him or her valuable and recommends re-election. Or buyback resolutions: just about every company proposes them every year, whether or not there is any intention to actually do buybacks, and the question of whether the buybacks should actually happen is generally left to the directors' discretion, with at best a statement of intent that they'll only be done if the directors consider they will be earnings-enhancing.

The combination of having to take active measures to vote (when it's allowed at all), the fact that the matters you vote on generally don't have any direct effect on what the company does, the difficulty of getting good information on which to base a decision how to vote, and the chances that the votes of individual shareholders will be completely swamped by the block votes of fund managers adds up to a highly discouraging case for getting involved with a company even at the simple vote-at-general-meetings level...

Gengulphus
Posted at 24/9/2009 14:20 by gengulphus
For any VC firm to have a chance of making a return on their equity investment, they have to lever the business up with debt. Banks won't lend if they can't get 100% security over the shares as well as assets, which therefore means below 100% ownership the deal doesn't work for any VC - so the part VC part private ownership deal isn't the answer.

Or to be precise, it isn't the answer for those who want the VC to be involved... I think you'll find some disagreement on whether that's desirable!

I continue to believe this is a done deal and that we should all move on to the next situation rather than continuing to get hot under the collar. For what it's worth I don't disagree as a general principle that small investors don't get much of a say in plc land if the big shareholders/management choose to go in certain directions, which is why, as a rule of thumb smallcap investment is risky. Unprincipled? Maybe. Within the rules? Yes. Raw capitalism? Absolutely. Have I made money as a short term investor buying well below £1? Yes, so happy to exit. For me smallcaps is about playing the "trade" not investing long term and hoping - hope means diddly squat when the "insiders" know ten times more than the PI.

The key words there are "For me". Others play smallcaps very differently to you - and if they in the pursuit of their objectives and plans do something you don't like, well, that's also raw capitalism...

Gengulphus
Posted at 23/9/2009 10:11 by paddyfool
the truth is that this is a small relations driven business. The CEO is at the hub of everything and extremely active. He could cash in and walk, he is already wealthy.

To my mind the following are key considerations:

1. The team could leave and start FDM mk2 and take a huge chunk of the relationships. There would be little or no problem in them finding investors, indded they could self invest.

2. The CEO and the management team control and own all the major trading relationships.

3. For this business to realize a substantial increase in value it needs to demonstrate it can scale and not be dependent on such a small group of people. The market knows this, hence the current share price. i.e. This business has some quite risky key personnel dependencies. (big investors tend not to like this!)

4. Can it scale? who knows? As yet the broader management team is not there. What would it be worth if The Flavells left? A lot less than this...because there are no succesors and the market knows they own the relationships some of which would go with them.

5. The CEO is a driven man and they are very very very rare even at £400k. Whoever was bought in, were he to leave, would have to go through a period, perhaps protracted of retrenchment. The risk would be that this failed. Whatver happens the exit of the CEO would crush the shareprice.

The family will know all the above far better than anyone on this board as they have been nad indeed still are very close to the business. The Family are also independently wealthy. So that will be why they have agreed.

There you have the game of Poker that the management are playing, they do hold most of the cards. Institutional investors will be looking at how far they can push this without the roof falling in and the answer is not far.
Posted at 24/8/2009 12:22 by paddyfool
You have to recognise that the books are now being opened and that the high liklehood is that the majority of the large investors are now onside. The investment house would not be putting up its time and effort to do this unless they were pretty sure. Congrats to those who bought in at the lower prices available over recent months.
Posted at 24/8/2009 10:30 by paulypilot
Hi,

Would be interested to hear what other investors think, but my view is that the 135p potential offer is still derisory, just less so than 120p.
It still woefully undervalues the business.

We have 42p/share in net cash, plus earnings at the trough of the economic cycle around 14p EPS. So 135p just values the (ex-cash) business at 93p, or 6.6 times earnings.

Why on earth do the management team think that shareholders would want to sell our shares at 6.6 times trough earnings??? They're not thinking straight.

Regards,
Paul.
Posted at 20/8/2009 23:42 by paulypilot
Hi RBC,

Hazell Carr Edwards are very astute investors in undervalued companies, I know their head investment honcho. My understanding is that they are opposed to the 120p MBO - so they're on my list !!!

Regards,
Paul.
Posted at 15/8/2009 12:36 by davidosh
If we dont get a decent, full and proper management plan for the cash pile and end of the offer with the results on 18th then I think it is time to impose a new Non-exec or two.

Is it one Non-exec for each 20% of shares ? (RBCRBC)


I think you will enjoy reading this one....




I urge all of you to get behind this message and suggest other companies that need a strong non exec on board. I have five hugely respected investors all with the right qualifications to do the job. They are not selected from a cosy 'say yes to anything group' and all are qualified accountants. Three have worked as directors of FTSE companies and two are very well known to you all here. I am very happy to add further names and each position will be advertised within the group to gain the right horse for the course. I will not be promoting the targets in any way in advance but any situation where there are weak boards with minimal non exec representation, directors that are highly remunerated but with minimal shareholdings and poor performance, or simply companies that permanently underperform and seem not to be acting like a listed company will be fair game. We are now in the ascendancy with ONE DOWN....a few hundred in play !!
Posted at 11/6/2009 01:14 by paulypilot
Hi,

Well we're up to about 40% of FDM shareholders now opposed to the 120p bid approach. I've never had such an overwhelming level of support so quickly for any of my SHAGs, and this one has only just begun.

So there is no doubt that 120p is out of the question, it has ZERO chance of succeeding. The only question is whether the MBO team will increase their offer to something more sensible, or drop the idea altogether?
I have no information on what they are planning, so we'll just have to wait & see.

But what almost everyone that contacts me to reject the 120p bid is saying, is that this is a fantastic company, with superb management. Shareholders are really, really enthusiastic about the company, and we want to remain shareholders, not get bought out!

THIS is the key message I would like to send to management, although unfortunately they don't seem to want to speak to me at all. Indeed, I've not even received any acknowledgment of any of my emails, which frankly is bloody rude. The least they could do is just reply with a "your comments have been noted" type of reply.

But probably some idiotic adviser in the City is telling them they can't speak to me (that's what usually happens in these situations) - the same people who probably told them it was a great idea to announce a 120p bid before they had even asked large shareholders whether they would accept or not.

This whole situation is just a mess, really badly handled. I urge management at FDM to just ditch these stupid MBO plans, and get on with running the business.

Although in fairness, it has to be said that you can understand their frustration with the permanently low share price, despite a superb track record of growing earnings & dividends.


My next target is the cash pile here. FDM are just sitting on £10m+ (probably up to £11-12m by now) and earning a virtually nil return on it. Whilst as investors, we are seeing fantastic returns from our investment portfolios.

So they should hand the cash back to shareholders, it's our money after all!
What would you rather see, FDM continue to sit on £10m and earn maybe 0.5% interest in the bank. Or have it returned to us via a 40p Special Dividend, or a big share buyback operation, and hugely enhance shareholder value in that way ??

I know many private investors who are having their best ever investing year this year. Indeed, one of my small family funds has achieved a one thousand percent gain in the last 3 months, with a combination of canny investing, quick trading, some gearing, highly favourable market conditions, and a fair bit of luck too!

So as an FDM shareholder, why is it good for me to see a ton of cash sitting in FDM's bank account, earning effectively a zero return, whilst I could put a 40p special divi to great use, and earn a great return on that money very quickly ??? Actually, I only hold a paltry 13,000 shares in FDM. But I'm agitating for action & shareholder value here because I believe that is the right thing to do, and I'm passionate about challenging management in small caps when they are doing things wrong. As shareholders we are OWNERS of the business, and we have a right to stand up & be counted when things are getting off track!

I think management here have perhaps become beguiled to a certain extent by some Private Equity wide boys, and have neglected the owners of the company. This 120p deal won't work, nor will 150p, so don't even go there, it will only make shareholders more angry. 200p might interest some of us, but not a penny less.

Best wishes,
Paul.

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