Global Natural Energy Share Discussion Threads

[model635] 18/2/2009 13:28

As goml has pointed out we can probably take a class action against Seymour Pierce.I mean which numbskull advised the board to roll over and let Ratcliffe call the shots just because he said he'd got the support of Vaimed!

[ken123rose] 18/2/2009 13:18

Chrismez

Exactly what I wanted. If you could just let me have Sarah Jacobs postal address at SP, I will put your letter into my own words and send it by recorded delivery. If enough of us do the same she must get flustered.

I also have Martyn Roy Ratcliffe's (born 21/5/61) home address in Haslemere, a public record as a result of his directorship and two newly formed companies 06795965 & 06795975 20th January 2009, if anybody feels any good would come from writing to him direct.

[kooba] 18/2/2009 12:40

so wonderful that he bought into microgen 10 years ago at 90p per share and they are now 40p....not sure i want him managing my money!

[model635] 18/2/2009 10:52

CHRIMEZ - you might point out that Ratcliffe has a full time job as executive chairman of Microgen PLC or is he so wonderful that he can be in two places at the same time!!

[goml] 18/2/2009 10:35

yes, it's looking more and more like there may be a case for share price to answer if we suffer loss as a result of this.

[chrismez] 18/2/2009 10:07

Goml - thanks - not concentrating this morning!!

Guys, this is a copy of my letter to Seymour Pierce even though Sarah Jacobs would now appear to be uncontactable. Do you have any further amendments/suggestions/editions/expurgations etc etc.

Dear Sarah,

I am a private investor and hold a relatively large number of shares in GNE plc. I am appalled at the proposals that were suggested in the RNS of 16th February last. There are a great many questions that Seymour Pierce (as nomad) I feel must answer. The following are but a few:

Why did Seymour Pierce recommend that the board reverse its previous decision to issue a special dividend of 150p? Although not universally welcomed it was nevertheless a course of action suggested by the board which was then the subject of a vote, and the subsequent vote then approved the course suggested.

It would appear that the decision to resile from or to revoke that course of action came about because certain other shareholders, holding ONLY circa 30% of the company, acting as a concert party, muscled and bullied the board and/or deceived the board into believing it controlled a much larger portion of the company. Acting on this mistaken belief, it would appear that the board caved in and unilaterally, without recourse to the shareholders, approved a new course of action, at the instance of the concert party, namely to withhold the special dividend and to turn the company into a Technology Investment Trust.

Finally, Mr. Ratcliffe (who would appear to be behind all of this), somehow, secured for himself a seat on the board and has proposed that he award himself the most ridiculous amounts of salary and incentives, which are to the detriment of the company and its finances in general.

SO – WHY DID share price RECOMMEND AND GO ALONG WITH ALL OF THIS. WHY WASN'T THERE A GENERAL MEETING OR AN EXTRAORDINARY GENERAL MEETING IN ORDER THAT THE APPROVED PLAN (APPROVED BY THE SHAREHOLDERS) COULD BE VOTED UPON ONCE MORE IN COMPETITION WITH PLANS PUT FORWARD BY THE CONCERT PARTY.

ONE HAS TO QUESTION THE INDEPENDENCE OF SEYMOUR PIERCE AND ALSO QUESTION WHETHER SEYMOUR PIERCE HAS ACTED IN THE BEST INTERESTS OF ALL SHAREHOLDERS. CLEARLY SEYMOUR PIERCE WOULD NOT WANT TO BE SEEN TO BE ACTING IN THE INTERESTS OF A MINORITY ALBEIT A CONCERT PARTY CONTROLLING APPROX 30% OF THE COMPANY.

As far as the remuneration of Mr. Ratcliffe is concerned - what efforts at corporate governance were undertaken in agreeing his proposed service contract. It would appear that he has no experience whatsoever in Fund Management and yet it would appear that he has awarded himself a ridiculous and wholly disproportionate salary of £250,000 per annum with the most unbelievable and outrageous incentives.

I must say that I am very concerned at the way events have unfolded with this small company and there are a number of parties including yourselves that must answer, in my view, for the way these events have transpired. I look forward Sarah to a response at your earliest convenience. Thank you.

Yours,

[model635] 18/2/2009 09:43

Sarah Jacobs has put her mail to out of office!

[goml] 18/2/2009 09:30

chrismez, i agree with the sentiment regarding costs. however your math is wrong by an order of magnitude. 0.75% of 35m is 260k or 0.26m

[chrismez] 18/2/2009 09:10

I've been in touch with my Broker who holds my shares - have given instructions to vote against the 4 resolutions. Hopefully others in same situation will do the same.

Going to write to Sarah Jacobs in a moment - thanks Kooba for the template.

PS Having reviewed the costs assoiciated with this change of company and the salaries and incentives proposed etc etc - it seems obvious that what will happen if the change is approved is that STITch up Co No.1 will simply bleed away monies into the hands of Ratty and his mates. By way of example - 0.75% of £35m = £2.6million !!!!!!!!!!!!

[kooba] 17/2/2009 17:23

just for interest i am also aware that ratcliffe had been trying to get a new fund of this structure off the ground for most of last year and could not get the support...hardly smacks of his investment ability being that sought after...but he and the renumeration committee think he is worth bundles to us lucky shareholders that never wanted him in the first place.
still trying to find any evidence that ratcliffe has any experience as a fund manager or even multi company advisor in any capacity.anyone able to get a list of all his directorships over the past 10 years since he left dell..i can only find the underperforming microgen[where ratcliffe was mistaken by thinking the internet would not be used for data storage!!!!] and a microgen subsid that he took over when he tried to move the company to a more consultancy based model.either way what experience does he have for the role he has made up for himself and why should gne shareholders be guinea pigs for his use our money to punt technology plans?

[kooba] 17/2/2009 17:06

yeah over that weekend the chairman was convinced by the nomad that the concert party could speak for almost 50% which is why they capitulated their resistance and backed ratcliffe to go on board and adopt his strategy...in the circumstances i'm surprised some of the executive board did not resign as in effect it was a show of no confidence in them by the concert party....i'm sure they stayed to ensure they got full pay offs [sorry meant to say to protect shareholders interests!]

just been through full document again...it's just all about mrr and all the different ways he is going to make money for himself if he gets lucky punting with everyone elses money [and how he gets a decent whack if he is not so lucky]

admittedly he is a fellow shareholder here and will want the shareprice to go better [with the shareholder value bonus to kick in as well!] but he stands to make significantly more than appropriate with the overall package which will dilute ordinary shareholders upside significantly.

the total cost structure being taken on here relative to the funds under management means it is very cost heavy and will be difficult to perform even if some clever investments are made.

with the strategic investment realisation bonus it is possible he makes 10 investments 9 duds that go bust and 1 good one that goes up 5 fold..he would get a decent bonus for the good one but we would have halved our investment.

[model635] 17/2/2009 16:45

Kooba not heard from Keith today I hope we can keep this going.Your point about the Nomad's advice when Ratcliffe approached the board is most compelling, as you rightly say it was just a plain bluff he didn't speak for Vaiman.They should never have rolled over.

[model635] 17/2/2009 13:11

Has anybody received the circular - if so can they tell me the date of posting?

[steve36] 17/2/2009 10:54

In case it has escaped notice, North Atlantic Smaller Companies Investment Trust (the party acting in concert with MR) is part of Hambro, who it is proposed will provide services to the new Strategic Technology Investment Trust (otherwise known as STITch up).

[ironhorse] 17/2/2009 10:43

No comment from "Richgit".

[nod] 17/2/2009 10:40

goml - re post 8141

Amery Consulting is registered in BVI at the same address as Vaimed Enterprises.

Vaiman is the sole beneficiary of Amery. I don't think we were ever told who the beneficiaries of Vaimed Enterprises were but Vaiman held shares in Flero which transferred to Vaimed on 24 May 2004.

This info is in RNS in 2003 and 2004. Enter "amery consulting bvi" into Google.

Therefore, if Vaiman sells his Vaimed stake to Ratcliffe I can't see him opposing the proposals.

[model635] 17/2/2009 10:30

kooba - Another recent unexplained action was that of the "buyback".

As soon as it was announced somebody managed to deal in the complete allocation of 450k.I raised this with the Nomad but as usual was fudged.They released an RNS the following day saying that they had only dealt in 189,000 shares then waited a while before releasing another without numbers saying the buyback was complete.I couldn't find any trades over the following days that would have made up the difference.The board obviously let somebody offload their holding.If you want further background on this or other actions call me.This isn't just a matter of money it is also about what is right and fair and the "small" shareholder is in GNE's case being completly shafted, and in broad daylight.


15 January 2009
Press Release 15 January 2009
GNE Group plc
("GNE" or "the Group")
Further update

Prior to the Circular being distributed, the Company is intending to purchase up to 450,000
ordinary shares in the market under its current buyback authorisation up to a maximum price
of 105 per cent. of the average of the middle market closing prices for an ordinary share


RNS Number : 7895L
GNE Group PLC
16 January 2009


GNE Group plc


("GNE" or "the Group")



Transaction in Own Shares



Further to the announcement of 15 January 2009, GNE announces that on 15 January
2009 it purchased 189,000 ordinary shares for cancellation. The shares were
purchased at 170p each. As a result of the above purchase, the total number of
ordinary shares in issue is 13,905,266.

Share Buyback (GNE)


RNS Number : 1674M
GNE Group PLC
23 January 2009


GNE Group plc


("GNE" or "the Group")



Update on share buyback


Further to the announcement made on 15 January 2009 the Company has now bought
back shares equal to its distributable reserves in its last audited accounts
filed at Companies House. The Company will consider any further buyback of its
shares following the general meeting which will consider the circular referred
to in the RNS announcement dated 15 January 2009.

[giovannina] 17/2/2009 10:23

guys I will follow your instructions and contact my nominee account holder.....Will be in touch.gio.

[kooba] 17/2/2009 10:01

i'm off to meetings now my e-mails have been spread over 3 separate communications not very ordered as a template.

i would question the actions of the advisor in recommending the board go against a voted and approved strategy on the basis of a sub 30% concert party.
sub 30% should not buy you control!!! they should have forced ratcliffe and co into an general meeting battle not rolled over approved shareholder plans and put ratcliffe on board to plot his next move from inside.so question their independence and the fact that the nomad should be seen to be acting in the interests of ALL shareholders...not a minority.
with regards to the previous board renumeration...it's contracted and not a lot can be said.with the new service agreement with ratcliffe service agreement i wrote.

"could you also confirm what efforts at corporate governence were effected in agreeing the renumeration of mr ratcliffe through the proposed service contract as it would appear that with his other responsibilities this will not be a full time roll, a salary of £250,000 per annum with incentives is somewhat disproportionate for a company of this size especially as it would appear mr ratcliffe has no experience in fund management that i can ascertain.

i have very real concerns as to the conduct of a number of parties and would appreciate an early response to my queries."

just my thoughts.

[privileged] 17/2/2009 09:41

will contact some journalist people to see if they could be interest in covering this...

[ken123rose] 17/2/2009 09:30

kooba

How about posting a template or copy of your e-mail to the nomad, which the rest of us less knowledgable PI's can use as the basis for our own letters of complaint.

Many like minded PI's who follow this thread may not be prepared to start from scratch to construct and direct a complaint, but would willingly adapt what has already been done.

[bazw1] 17/2/2009 09:05

looking at the last vote, there were just under 9 million votes cast in favour of the dividend and gne2 proposal.

The concert party now have 5 million of these shares undertaken to vote for the new plan (according to the circular)

So assuming a similar number of holders vote, the concert party should have enough votes to win on a straight majority. It looks like our only hope are the special resolutions which require 75% of the votes.

It's down to Vaimen I guess, but even if he adds his 2 million? to the concert party, it could still be a close call if we can get a few more PI's voting than the last time, which was always going to be a done deal (or not as it turned out).

[kooba] 17/2/2009 08:04

presume you got that e-mail goml?