Frontier Smart Technolog... Share Discussion Threads

[mammyoko] 14/6/2019 07:29

Oh dear, SAG lose their broker. They seem to think that they can force through a takeover on the cheap and are surprised that management are reluctant to give up their trough. In the meantime, the piggies seeing that they are about to be taken off to market, are enjoying their last few days in the sun.

SAG need to get off the pot and make a credible offer and fast if they want to avoid their existing investment going up in smoke.

[bowles22] 14/6/2019 07:27

From today's RNS

Rewarding failure?

Science Group has continued to try to engage with Frontier but no tangible progress has been made since the first letter on 8 May 2019. In the opinion of Science Group, Frontier has consistently tried to frustrate Science Group's proposal, most recently by the notification to Science Group that deal-related bonuses have been granted to the Executive Directors of Frontier, equivalent to 6 months' salary in addition to their contractual rights. Were Frontier subject to the UK City Code on Takeovers and Mergers (the "Code"), such changes to director terms of employment (which Science Group considers material in the context of a transaction of this size) could be deemed a frustrating action requiring approval of the Takeover Panel and the bidder. The Frontier Board's asserted application of the principles of the Code continues to be highly selective.

[moizz] 14/6/2019 07:25

Interesting RNSCan't seem to copy it across here though

[bowles22] 13/6/2019 20:11

No intention of doing that, I think we all know who the real comedians are as many who have been on here for a while will back me up and it starts with a Mr Sethill who on 650k basic has reduced the share value from 190 to 30 and 2 profit warnings with it, not to mention selling the health patch which is why most of us were here in the first place - the sooner the board is gone the better, even if it is a takeover.

[john09] 13/6/2019 09:08

I wouldn’t give up your day job to launch that comedian career just yet

[bowles22] 13/6/2019 09:07

Morning,

Latest world DAB report suggest that in Quarter 4 2018 around 75 million DAB receivers were sold worldwide

"unconfirmed reports suggest that at least 8 units were sold by FST " :)

hxxps://www.radioworld.com/tech-and-gear/digital-radio/dab-digital-radio-sales-on-the-rise

[john09] 10/6/2019 10:36

Moving

Oh hey Phil 💩

[nod] 07/6/2019 02:46

SAG made its understanding clear on 20 May. One would assume they had taken legal advice before embarking on their bid and again based on FSTs subsequent statements." Non-Applicability of UK City Code on Takeovers and MergersFrontier is incorporated in the Cayman Islands and is therefore not within the jurisdiction of the UK City Code on Takeovers and Mergers (the "Code"). Frontier's admission document dated 10 October 2005 (available on Frontier's website) made it clear (on page 30) that Frontier was not subject to the Code. This is consistent with the AIM Rule 26 section of the Frontier website, which emphasises that Frontier is not incorporated in the UK and correspondingly shareholder rights differ to those in the UK. The website also explicitly declares that "Frontier Smart Technologies Group Ltd. is not subject to the UK City Code on Takeovers and Mergers". At any time in the past 14 years, should the Frontier Board have wished Frontier to adopt principles set out in the Code, it could have proposed amendments to the Articles of Association (the "Articles") to apply those principles to Frontier, as a number of other quoted companies have done. Alternatively, the Frontier Board could, at any time in the past 14 years, have moved the domicile of Frontier from Cayman Islands to the UK. The Frontier Board has consistently elected not to take either of these actions. Indeed, the Frontier Board recently proposed changes to the Articles which were approved by Frontier's shareholders at the Annual General Meeting on 14 May 2019. None of the proposed changes to the Articles sought to adopt any principles set out in the Code.

[firw00d] 06/6/2019 20:17

You get back 20% of your investment john ;-) ;-) ;-)

[supernumerary] 06/6/2019 20:00

mammyoko - from this: we have this:

'the Code
applies to all companies incorporated in the UK,
Channel Islands or the Isle of Man (for the purposes of
this bulletin, UK Public Companies) whose securities
are traded on a regulated market in the UK (i.e. the
Main Market of the London Stock Exchange) or a stock
exchange in the Channel Islands or Isle of Man.'

From this: we have this:

'Frontier Smart Technologies Group Ltd is a company incorporated in the Cayman Islands and shareholder rights may therefore differ from the rights of shareholders in a company incorporated in England and Wales.'

So I don't see that your comment applies, as FST is not a UK Public Company. Or do you have more definitive information?

My guess is that SAG have sought clarification from the Takeover Panel, but it would be good if both parties made clear their understanding of this important question.

[mammyoko] 06/6/2019 16:51

Under 35.1 of the Takeover Code they have to wait 12 months from the date the offer lapsed before they can make another offer. They can offer after three months with the consent of the Panel and the BoD of FST. They could offer again if a third party makes an announcement of a firm intention to offer. Or if FST agree a 'whitewash' proposal or if there is a material change of circumstances.

So, given that the BoD of FST are unlikely to agree to a new offer, it looks like they will increase to just below the 30% and then sit and wait. In the meantime, the Directors are free to run the company into the ground.

[john09] 06/6/2019 16:30

What happens if they bid 30p ?

John

[blueteam] 06/6/2019 16:29

Good spot. I do think the bid is coming and if they do buy more can only see the top being 40p - 50p. So for long term holders not really any good unless the risk / reward of topping up. For new investors would be a good risk / reward at these levels. We will see

[mammyoko] 06/6/2019 16:14

Question is whether SAG have been advised that the Takeover Code doesn't apply because of residency of FST. If so, they can continue to pick up shares even above the 30% that would normally trigger a bid.

From my reading, FST are correct that the Takeover Code does apply as the residency abandoned for AIM-quoted stocks on 30 September 2013. Therefore, once they hold more than 30% they are required to make a bid for the remaining shares at a price no lower than the highest price they have paid in the last 12 months - i.e. 30p.

Feels like the risk / reward gets better each time they acquire more. Downside capped at 30p unless they want to sit with £2.8m invested and watch existing management run it into the ground

[mammyoko] 06/6/2019 15:56

Going to have to pay up for the remaining 72% I would hope

[mammyoko] 06/6/2019 15:48

Sale ex treasury to raise proceeds for purchase

[she-ra] 06/6/2019 15:45

The large Science Group trade and 1.485 million FST shares bought by Science Group equate to the exact same value : £445500.

Thoughts anyone?

[she-ra] 06/6/2019 15:28

Big trade gone through. And 8 seconds prior to that trade a big trade in Science Group shares went through.

[sigora] 30/5/2019 17:54

now now nod

[john09] 30/5/2019 17:43

Oh hey Phil 💩

[firw00d] 30/5/2019 17:29

Yet the muppet started buying at 2 quid

[john09] 30/5/2019 14:31

“I look forward to working closely with him as we navigate the path forward for the Company."

[john09] 30/5/2019 13:36

Oh I know all about him already. Question is what are FST up to by announcing this today ?