Global Natural Energy Share Discussion Threads

[rheiner] 28/2/2009 09:59

I have just received a letter from Barclays Stockbrokers telling me of the change of name to the somewhat pompous mouthful 'Strategic Technology Investment Trust plc' New epic STIT ? stit - blimey that's a bit close to something else.

[model635] 27/2/2009 17:24

Can anybody explain how these two statements can both be correct?

(Circular)

6. Share Buy-Back and Share Capital......

Shareholders authorised the Directors to purchase up to 704,713 shares in a share buy-back facility of
which 189,000 has currently been utilised. No further share purchases can be carried out by the Company
until the report and accounts for the year ended 31 December 2008 have been filed at Companies House.



Share Buyback (GNE)

TIDMGNE

RNS Number : 1674M
GNE Group PLC
23 January 2009


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.

[chrismez] 27/2/2009 17:11

How on earth can the change of Articles / Status etc be an ordinary resolution requiring only 50% - I don't understand why at least 75% is not required - can anyone help me on this please. Still haven't received any replies from the nomad - not surprised but very angry with them.

[goml] 27/2/2009 16:51

the buyback will be conditional on the takeover panel agreeing that they can seek shareholder agreement to waiving that particular obligation (is it rule 9). somewhere in the circular it will say that (effectively) they are asking us for permission to not make a bid.

[model635] 27/2/2009 12:22

goml - how do you think they will they "square" the consolidation with avoiding a bid post 30%?

[goml] 27/2/2009 11:57

Clearly the concert party's plan doesn't hinge on the special resolutions at this stage. No doubt they would be very happy to see them carried but (by now) they will realise they won't get them. The share buyback is central to what they're doing, it will consolidate their controlling share to the extent that 35% becomes 41%. No doubt more buyback could be authorised if they need it. The turnout and results of this coming meeting will tell them what they need to know in that respect. I agree that it looks likely they will get the ordinary resolutions but they can't be sure. It'll be hilarious to think about the sweating that will happen if they lose the vote by a whisker.

[steve36] 27/2/2009 11:40

What sort of turn out do people expect? If there is 80% (which sounds on the high side to me) then Ratcliffe only needs another 5% to vote in favour to carry resolution 1, but would need 25% more for resolutions 3 & 4. There must be a strong chance that resolution 1 is passed, so we end up with a company saddled with contractual liabilities but without the tax advantages of being an Investment Trust. Entering into all these contracts conditional only on resolutions 1&2 cannot conceivably be in the interests of the company or wider shareholders and I hope those able to attend the mtg will make that point forcefully.

[model635] 27/2/2009 08:05

GNE is a great example of the weakness in a democratic system -

Money controls everything in an elected democracy. Those with the most money will see whomever they want to see elected, which is ususally contradictory to the opinions of the majority, to their detriment

[topvest] 26/2/2009 21:38

Well the letters arrive today. GNE letter says they have 35% support versus 10.6% behind the shareholder action group. Doesn't necessarily mean they will get 50%; it will be swund by the floating big holders, but small shareholders could still make a difference.

[goml] 26/2/2009 18:46

Keith Moss has requested this be posted so the information is available to all bulletin board using shareholders, in order to get as many 'no' votes in as possible.

In addition to the information which follows this paragraph, shareholders should note that because votes have to be 'in' by 9am on Monday, posting a proxy form tomorrow will not 'guarantee' that it gets counted! There is provision for votes to be registered electronically through the Capita website. This is more straight forwards if your shares are held in your name rather than through a nominee. If they are in your name then the blue proxy form should have the relevant reference number on it that will allow you to vote, failing that your share certificate should also show the relevant number. If your shares are held by a nominee and you haven't yet sent back your proxy form to them, it should in theory be possible for them to vote electronically on your behalf, so... with so little time left, it would be worth ringing them to try and get them to register your vote electronically. Hopefully that's clear.

==========================================================

GNE GROUP PLC
(the "Company")
Voting at the General Meeting of the Company to be held at the offices of
Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN
at 9.00 a.m. on 4 March 2009
(the "General Meeting")

If you wish to exercise your right to vote against the resolutions to be proposed at the General Meeting (the "Resolutions") and are unable to attend the meeting to vote in person, then depending on your individual circumstances, one of the following courses of action should be taken:

1. Appointment of a Proxy by an Individual

If you are an individual and a registered shareholder of the Company, you are entitled to appoint another person as your proxy to attend and vote at the General Meeting.

In order to appoint a proxy, the Proxy Form which has been supplied to you by the Company must be completed in writing by you.

Mr William Keith Moss is proposing to attend the General Meeting to represent those who wish to vote against the resolutions. If you wish to appoint Mr Moss as your proxy, you should insert Mr Moss' name and address in block capitals in the space provided in the proxy form. Mr Moss' full name and address is:

William Keith Moss of 4a Lyndhurst Gardens, London NW3 5NR

To indicate that you wish Mr William Keith Moss to vote against each of the Resolutions to be proposed at the General Meeting you are required to mark the boxes headed "Against" with a cross, like this, "X".

The proxy form requires that you insert the number of Ordinary Shares that are registered in your name in the space provided.

You must also sign and date the Proxy Form, where indicated.

The completed Proxy Form is then to be returned by first class post to the Company's registrars, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Kent BR3 4TU ("Capita") by no later than Friday, 27th February 2009 to ensure its arrival at the offices of Capita before 9am on Monday, 2nd March 2009.

Please ensure that Mr Moss is aware of his appointment and your voting intentions, ideally by arranging a copy of your completed Proxy Form to be sent to him by post to the above address, by fax to 020 794 6675 or by email to: [e-mail].

The Company has circulated a second proxy form as it claims that the original that accompanied the notice of meeting was leading to defective execution by shareholders. The second form is in a new format, but the content does not differ substantially from the earlier version. It does however include details of each shareholder and it is in a pre-paid business reply form. Either form of proxy will be valid if properly completed.

A copy of the original proxy form is an attachment to this email. It shows where details are to be added to appoint Mr Moss to vote against the resolutions. Should you have mislaid the original proxy, then print off a copy, complete it as above and post it first-class to Capita.

You will note that the proxy form includes a reference to Capita's website, which contains a procedure for electronic registration of your proxy. If you wish to make use of this facility, or if despite all efforts you cannot ensure that the proxy is posted on Friday at the latest, you can do so by following the procedure described in Capita's website, www.capitashareportal.com. .

2. Appointment of a Proxy by a Nominee Company

If you are an investor holding shares in the Company through a nominee company, either directly or because your broker holds shares through a nominee, you are to direct your nominated company to appoint Mr Moss as a proxy, in respect of the shares in the Company that it holds on your behalf, to vote against the Resolutions.

The Proxy Form is to be completed by the nominee company in the same way as you would complete it in your own right, as detailed in paragraph 1 above.

The Proxy Form must also specify the shares of the nominee company in respect of which Mr Moss is appointed to vote in the space provided on the Proxy Form, otherwise the appointment may risk invalidity. In addition, if the nominee company is appointing more than one proxy this is to be indicated on the Proxy Form, by placing a tick in the appropriate box.

In view of the limited time available to return the complete Proxy Form you are urged to give instructions to the nominee as a matter of urgency and to stress the deadline by which the proxy form is to be returned. Also please ask them to send a copy of the completed proxy to Mr Moss as referred to above.

3. Corporate Representatives

If you are a corporate shareholder of the Company, you should by resolution of your directors or other governing body authorise Mr William Keith Moss (or, failing him, Mr Nicholas Roche), to act as your corporate representative at the General Meeting and direct him to vote against the Resolutions.

Mr Moss shall be entitled to exercise the same powers on your behalf as you could exercise if you were an individual member of the Company.

The appointment of Mr Moss as your corporate representative does not need to be notified to the Company. However, Mr Moss will need to provide evidence of his authority when attending the General Meeting. For this purpose, an original or certified copy of the appropriate board resolution authorising Mr Moss to act on your behalf and vote against the Resolutions should be provided to Mr Moss as soon as possible, but by no later than 5pm on Tuesday, 3rd March 2009, in order that he may take the same with him to the General Meeting.

A sample appointment of corporate representative, together with a form of an extract of board minutes showing such authority, are attachments to the email. They should be completed and returned to Mr Moss even if you have already submitted a proxy form (which will remain valid).

4. CREST

Euroclear UK & Ireland (formerly known as CRESTCo) provides a system enabling registered holders of securities in CREST to appoint and instruct a proxy by electronic means through the CREST system.

If you hold your shares in the Company through a CREST account, you may send the CREST proxy instruction by yourself or by a third party appointed to send messages on your behalf in CREST.

The CREST proxy instruction must indicate that Mr William Keith Moss is to be appointed as your proxy, indicate that he is to vote against the Resolutions and be transmitted so as to be received by Capita (ID RA1 0) by no later than 9.00 a.m. on Monday 2nd March 2009.

If you intend to appoint and instruct Mr Moss as your proxy by electronic means through the CREST system it is recommended that you consult with your broker immediately.

===========================================================

Company No:
LIMITED
(the "Company")

Extract of minutes of a meeting of the board of directors of the Company held at

at a.m./p.m. on 2009
General Meeting of GNE Group Plc
There was produced to the meeting a notice of a general meeting of GNE Group Plc to be held at the offices of Seymour Pierce Limited, 20 Old Bailey, London, EC4M 7EN at 9.00 a.m. on 4th March 2009.
It was resolved that Mr William Keith Moss (or failing him, Nicholas Roche) be appointed as representative of the Company in accordance with section 323 of the Companies Act 2006 to attend and to vote against the resolutions to be proposed at such meeting.




........................................ ...........................
Chairman (Date)

[guru] 26/2/2009 17:01

Thank you for this - I have emailed and also sent a formal email to Halifax that I hold them responsible if for any reason my vote is declared invalid because it is on white proxy form.

[model635] 26/2/2009 16:42

guru - not sure about photcopies I doubt it's valid try KM at [e-mail] I'm sure he'll know.

[guru] 26/2/2009 13:28

Hello Everyone,

Please can someone here help me. I have shares held via Halifax and received this morning their letter including a photocopied ordinary resolutions page for me to vote. If I fill this and return it, will this be valid taking into account the RNS about blue forms etc?

Thank you

[model635] 26/2/2009 09:06

If Ratcliffe can call the shots with 29% how much power will our NO vote have if as the "jungle drums" are saying Vaiman is with us? We could easily get 30% of the shares in issue and probably 40% of the vote on the day.That means a major U turn and compromise agreement will have to be reached.Either Ratcliffe comes up with a sensible offer to clear out the "small shareholders" or they liquidate.Keith Moss may well turn out to be our David who places a well aimed sling shot at Ratcliffe's temple!

[kooba] 26/2/2009 08:12

seymour join the bid..maybe they nmay nudge the price better ahead of general meeting?

[topvest] 25/2/2009 20:40

Proxy card arranged today, but no shareholder letter. Given the meeting is on 4th March this is not really being done fairly imo.

In these situations, the shareholder action group would normally post direct to shareholders.

I suspect the board are hoping to get this through and then buy back a load of shares at £1.50 which will be very positive to NAV. Only problem is that this will deplete investment funds and then they will be short on funds and high on admin expenses!

[longshanks] 25/2/2009 17:59

They have got a cheek...

I am one to believe that those who protest too much have too much to hide.

Shame on the BoD for misrepresenting the interests of all shareholders.

The whole thing stinks and should be damned for that - we should demand they resign and fold the business should their vote fail.

[chrismez] 25/2/2009 17:58

Seldom have I seen a less convincing, unpersuasive, defence-minded and frankly, disingenuous missive. At every comma and full stop I found myself reading between the lines and at every turn I found myself reading into the letter the same sentiment, namely, "I (Port) want to keep my job cos I know if I lose this one I ain't getting another too quickly and certainly not one that pays me this much money."

Best interests of all shareholders - utter twaddle.

If Port is serious and is defending his unauthorised volte face on the special dividend on the basis that 38% of the company's shares have changed hands since the vote took place, then clearly what he should do is organise another vote on the special dividend and see if all the company's present shareholders still wish to pursue the special dividend as company policy.

Actually in reality Ratty and his concert party and his non-concert party mates are responsible for 35% of that 38% - Little wonder you might think that that 35% dont want the special dividend but want to steal the jackpot.

I am not frustrated like Kooba, I am incensed. Prepare to be raped gents.

[kooba] 25/2/2009 12:19

just spoke to investec they were employed as financial advisor by gne in december.
Financial Advisors and Joint Stockbroker
Investec Securities
2 Gresham Street
London EC2V 7QP.....oh sorry thats from microgen report and accounts.

[kooba] 25/2/2009 11:45

it's on this link to the lse but no rns was actually put out.


i find the whole behaviour of the board and the nomad more and more frustrating as they are simply determined to look after the interests of the new shareholders.some of the info on ratcliffe is unbelievably selective in his background and certainly no evidence has been given of him adding value to any of the situations he has worked for or ran.re ttp communications..it's as good as hearsay that he had anything to do with it as i can find that he he had no official role.it was taken over by motorola early june 2006.since he was asked to get involved by unnamed institution in 2006 allegedly...didn't he do well reviewing the company,establishing strategy to sell it, finding a buyer and the buyer getting all the dd done so quickly! bllx

i notice that investec now feature as contact for gne rns's....i didn't realise they were employed by gne in any capacity but were mean't to be independently advising mr ratcliffe and the concert party...even though we haven't had the vote yet it would appear they have been brought into a role which i can only think is conflicted in the circumstances.

[model635] 25/2/2009 11:11

Looked at the GNE website and Port's letter is there but guess what the advertised link to the shareholders letter isn't!!


The letter from the Shareholder Group is set out in full below.
20 February 2009
Dear Fellow Shareholders
We are writing to urge you to vote against the resolutions set out in the Circular to members of GNE Group Plc ("GNE") dated 14th February 2009 (the "Circular"), and in particular Resolution 1 in the notice of general meeting contained in the Circular.
As you know, shareholders voted overwhelmingly last October in support of the Investing Strategy and the payment of £21 million by way of a special dividend, due by the end of January 2009. 62% of the shareholders voted in favour of the Investing Strategy adopted at that time, with only a minute percentage voting against.
On 29th October 2008, David Port, our executive chairman said:
'We are pleased that the disposal is now complete, and we are now able to realise the value for shareholders which we have built since 2006. The disposal demonstrates the successful business that the Board has built up and we look forward to repeating our achievements.'
Why then, in the apparent space of just one weekend last December, did the board reverse a decision that they had reached after many months of deliberation? The explanation appears to be "the changes to the Company's shareholders register" - meaning the acquisition by Mr Ratcliffe and others acting in concert with him of 28.7% of the shares. The Board appears to have accepted that Mr Ratcliffe had effective control and that the Board would accordingly be obliged to carry out his wishes.
Following this announcement, the share price fell 20% to 150p per share and has only modestly recovered. The failure of the share price to recover to the price prevailing before the announcement is indicative that the new proposals are considered unattractive.
Setting aside the abrupt manner in which the board apparently reversed its decision, why should they recommend handing over GNE to Mr Ratcliffe? Whilst Mr Ratcliffe's background is in the technology sector, what evidence was given to the board to demonstrate his success in investing in 'small and medium size technology companies...' where the 'operating performance of the Investee Companies could be improved both in terms of profitability and cash-flow, thereby enhancing the value of the ITC's interest in those companies?' The Circular gives no information about Mr Ratcliffe's experience in this regard.
What is public knowledge is that Mr Ratcliffe became executive chairman of Microgen plc ("Microgen") on 31st July 1998. At that time, its share price was 120p and its basic diluted earnings per share for the year to 31st December 1999, the first full year of trading after Mr Ratcliffe's appointment, were 5.7p. After nearly ten years
of Ratcliffe's stewardship, the current share price is 40p and the earnings per share for the year to 31 December 2007, are 2.5p. During the nine years to 31 December 2007, Mr Ratcliffe has enjoyed remuneration and benefits of over £3 million.
Shareholders will have noted Mr Ratcliffe's remuneration and other proposed arrangements with GNE, which will provide him with a minimum of £250,000 per annum, irrespective of the success or failure of GNE under his proposed chairmanship. Also the proposed payments to the non-executive directors total £115,000 per annum.
Should you not vote against Resolution 1, then your company is likely to become a self-managed, investment trust company ('ITC') listed on the Official List of the UK Listing Authority at a cost of £1,757,000.
What can we expect from such an ITC?
We have referred above to the performance of Microgen, which certainly does not give us any great comfort. ITCs generally stand at a discount to their underlying net asset value which can be over 40 per cent. Applying a 24 per cent. discount rate to GNE's estimated net assets, after deducting the conversion cost, potential tax liability and insurance premium referred to in the Circular referred to above, produces a notional share price of 178p. Applying a 40 per cent. discount rate produces a notional share price of 141p.
Over 6,000 shareholders, many of them with small holdings, relied on the announcement of the special dividend of 150p per share due to be paid in January, in planning their financial affairs, particularly the payment of tax.
If the Board, excluding Mr Ratcliffe, no longer consider that they are capable of successfully implementing the Investing Strategy (i.e. using part of the cash resources of GNE to build-up a group of petrol retailers), we, together with other shareholders, strongly believe that GNE should be liquidated. This should return at least 240p to the shareholders. Thereafter, any shareholder wishing to do so, can choose to invest in one of the many listed ITCs, and one with a proven track record!
In summary, we consider that the abrupt change in strategy and the suspension of the special dividend serve the interests of Mr Ratcliffe rather than those of the majority of shareholders.
We would urge you to vote against all the resolutions, particularly Resolution 1.
We have received support from shareholders representing a substantial proportion of the votes. We can defeat the board, but to do so requires every vote to be cast against the resolutions. Please cast your vote against now.
If you wish to communicate with Mr Keith Moss who is representing shareholders that are supporting this initiative, please contact Mr Keith Moss on telephone no. [phone] or by e-mail to [e-mail].

[model635] 25/2/2009 08:33

Simon your thoughts?