Hibu Share Discussion Threads

[freddie ferret] 23/10/2013 17:21

Guess I had better post up today's RNS from the company. They have responded surprisingly quickly to the request by Barclays nominees on behalf of their clients for an EGM. There was none of the expected prevarication.
This RNS is in many other ways rather a pathetic document and suggests yet again that the companies management still "just do not get it".
The reason for the EGM is to bring the management to account in both their running of the business and in terms of the treatment of shareholders WHO ARE ALSO STAKEHOLDERS.
I actually believe this RNS is rather a non event, apart from accepting the inevitability of an EGM.
I still think Hibu lawyers and HSG lawyers will be facing one another in a courtroom in the story of the century.

Other aspects have been well covered in the HSG press release today, see post 185 above.








TIDMHIBU

RNS Number : 1430R

hibu plc

23 October 2013

23 October 2013

hibu plc

("hibu")

Request for a general meeting of shareholders

hibu plc announces that it has received requests on the same terms from shareholders holding in excess of five per cent of hibu's share capital that a general meeting of shareholders be convened to consider certain resolutions in relation to the conduct of the Group's business and the composition of its board. Consequently, the directors will convene a meeting of shareholders in accordance with the Companies Act 2006.

A circular containing detail of the general meeting, the specific business of the meeting proposed by shareholders and the responses of the hibu Board will be sent to shareholders in due course.

Having taken advice from hibu's financial and legal advisers and carefully considered its responsibilities, the Board of hibu is unanimously of the opinion that the proposed resolutions are not in the best interests of hibu and its subsidiaries' (the "Group") nor its key stakeholders including its 12,000 employees, customers, suppliers and creditors. The Group continues to make steady progress on the implementation of the proposed financial restructuring (which is in the best interests of the Group and its key stakeholders). The terms agreed with the Co-ordinating Committee of the Group's lenders for such restructuring were announced on 25 July 2013. As previously stated, no value will be attributed to the Group's ordinary shares. On completion of the proposed restructuring, the key operating subsidiaries of hibu plc will be transferred to a new group holding company owned by the Group's lenders. Accordingly, hibu plc itself will be placed into administration whilst the business of the Group will continue under the new holding company. Shareholder consent will not be required for the restructuring to be implemented. As explained in the Chairman's letter to shareholders dated 25 July 2013, this meant the directors of hibu plc had no basis on which to argue that shareholders should receive any payment as part of the restructuring, notwithstanding that the directors had argued strongly that lenders should agree to a payment to shareholders up to that point.

Given the Group's debt structure and the rights of its lenders and the value of the Group, it is difficult to see how the proposed resolutions can or could be responsibly allowed to change the basis of the restructuring or prevent the restructuring being implemented on those terms. It is also difficult to see how the proposed resolutions could lead to a better outcome for the stakeholders of the Group or hibu than the proposed restructuring. The Board believes the proposed resolutions would only serve to damage the Group's prospects further to the detriment of each member of the Group as well as the wider stakeholders in the Group.

[freddie ferret] 23/10/2013 17:05

ceebsy.

Sorry about that, we both seem to have been in the process of posting the same thing at the same time!!

[warwick69] 23/10/2013 14:18

about time the directors astions were brought into the public domain well done one and all?

why dont all shareholders vote on new board and new board sanctions a special dividend of say 1p a share as a starter (only £23 million)or more from the massive cash reserves our company has acrued then deal with the lenders, who most probably only paid a fraction of the face value for, after shorting the shares over the past few years.

cant see why any shareholder would not vote through all resolutions i for one certainly will be using my 2.5 million votes to get rid of current board!!

we deserve some value.

[ceebsy] 23/10/2013 13:47

hxxp://www.standard.co.uk/business/business-news/yellow-pages-publisher-hibu-set-for-a-shareholder-grilling-8898915.html

[freddie ferret] 23/10/2013 13:45

This is now in the public domain.

Hibu Shareholders Group
Press Release

Hibu Shareholders Group Force EGM

23rd October 2013 - for immediate release

Hibu Shareholders Group is delighted to announce that through its combined efforts it has forced Hibu PLC to call an EGM to address concerns about the company brought to light by a substantial group of shareholders.

A spokesman for the company commented,

"We are very encouraged that through the efforts of our shareholders group we have set a precedent in becoming the first ever shareholders action group to force an EGM of a FTSE listed PLC without the support of institutions.

However, we feel that the arrogance of the board of hibu plc. defies comprehension. In their response to our EGM, they comment that the resolutions proposed by shareholders "would only serve to damage the Group's prospects further to the detriment of each member of the Group as well as the wider stakeholders in the Group."

We would like to make it quite clear that nothing we are requesting would damage the group and for the purpose of clarity and understanding would ask Hibu PLC to answer these questions"

How does the explanation of Chairman Wigley as to what happened to his purchase of 2,610,000 shares in hibu plc damage anybody but Chairman Wigley and the professionals engaged by the directors to produce documentation produced by hibu plc?

How does an explanation by Chairman Wigley of his participation in any discussions with lenders to the Group as a director damage anybody but himself?

How does an explanation of default by the group in its obligations to its lenders damage anybody but those who made the decision?

How does an explanation of discussions with creditors to the Group (now that terms are agreed with them) damage anybody?

How does inspection of company documentation in relation to security provided by the Group damage anybody?

Can an explanation of the reasons for changes to executive remuneration and incentives be damaging in any way to the Group?

Can information as to the remuneration paid to executive directors (which should bemade public in annual report) be damaging in any way to the group?

Can an explanation as to whether the directors consider shareholders to be stakeholders in the Group be damaging to the Group?

Can an explanation of the engagement between the directors and shareholders be damaging to the Group?

Can information as to the United States operations of the Group, litigation involving members of the Group or employees be damaging to the Group?

Can information as to when the directors became aware of the litigation involving an executive director be damaging to the Group?

Can information as to advisors of the group who might have previously advised Polaroid holding company be damaging to the Group?

Can information as to the write downs of assets of the Group be damaging to the Group?

Can information as to exceptional costs incurred of £254m be damaging to the Group?

Can information as to payment of retention bonuses be damaging to the Group?

Can information as to how the directors have safeguarded existing shareholders interests since 30.07.2012; collectively and individually be damaging to the Group?

Can the appointment of 10 individuals who are interested in the activities of the Group as directors be damaging to the Group?

Can the disclosure of the minutes of proceedings of the directors to shareholders be damaging to the Group?

Can the suggestion that the present non executive directors of the Group give serious consideration to tendering their resignations be damaging to the Group?

The answer in most, if not all, of the cases above, which is the main business shareholders want to have considered, is NO. However it could be extremely embarrassing for the present executive and non executive directors of the Group and show how they have consistently failed to act in the best interests of shareholders in the Group.

It should be remembered that Rt.Hon. Dr V Cable MP considers shareholders to be stakeholders and shareholders themselves consider themselves to be stakeholders.

The only damage that the proposed business will result in is the exposure of the failure of those who have permitted a Group, which is said to employ 12000 people in UK, USA, Europe and South America, to fall into the hands of vulture funds to the significant loss of shareholders large and small in Britain, Europe and USA including pension funds such as City of London and Middlesbrough.


Shareholders believe that they should have been consulted and properly informed in the period of financial difficulties of the Group and not just presented with what may be believed to be a fait accompli.

Those responsible for the collapse ought to be properly identified and if the business proposed by the shareholders serves to identify that failure has been rewarded then they hope that those with the wider interests of the economy of the nation in mind will take notice and cease the cosy relationships between them and those concerned.

UPON THE MEETING

The EGM to be convened by hibu plc at the behest of private individuals, most of whom hold their shares in hibu plc through nominees, represents a milestone in the development of the exercise of control over public quoted companies by shareholders.

This is a topic which words have been said, upon many occasions, by a succession of politicians but disregarded by most of the institutions which make up the majority of share registers of the quoted companies.

For the first time ordinary shareholders are going to get the opportunity to have a company consider business which they want to have considered rather than the business which the directors want to have formally sanctioned.

The efforts of Hibu Shareholders Grouping Ltd in coordinating the actions of individual shareholders and the many nominee companies concerned ought to be recognised for this has not been an exercise carried out in the cosy rooms of the City of London but one performed from the homes of many ordinary people who are united in one thing - a feeling of wrongdoing against them.

Despite the obstacles placed in their way HSG has been successful in its first step towards securing information as to the manner in which their members' interests have not been served by those who should have had them in mind.

[saj190] 23/10/2013 12:16

Hibu has confirmed that they will be calling an EGM on shareholders request. If you haven't already joined HSG, but you'd like to, this could be your last chance. If you want in, you need to send confirmation of your shareholding and photo ID to [e-mail] (note plural.) As previously mentioned, if you wait too long, you may miss out.

[cockney sparrow] 23/10/2013 10:08

So does the RNS mean that there will be an EGM?

[risk1] 23/10/2013 09:01

yes well done HSG

Note they call it General meeting not EGM???

[ceebsy] 23/10/2013 08:03

RNS Out this morning. EGM called.

[freddie ferret] 22/10/2013 17:31

It is only a matter of time IMHO before certain members of the current management start to scream "grief and distress". :-8))))

[freddie ferret] 22/10/2013 16:43

Re ceebsys post 172 which is an important post.

I think I can now infill some background. Barclays who have now contacted Hibu on behalf of more than 5% of the shareholders (by no of shares held) to request an EGM are by no means the only large nominee holder of HIBU shares, there are several others where HSG members hold more than 5% through them.

If one checks the relevant part of the companies act this stipulates that 5% of holders requiring an EGM is the threshhold that needs to be passed if a meeting has not been called recently. In the case of HIBU they the mgmt required that the 5% should be from one holder. We have met their demands.

The companies act furthermore states that if more than 5% of shareholders want an EGM then the shareholders can get a judge to require that an EGM is held.

If the company fails to comply presumably the judge gets upset.

However at this stage if no EGM is forthcoming, the companies act states that the shareholders can convene their own EGM billing the company for the costs and at that EGM assuming that a majority of shares vote for the proposals they will be carried.


ceebsy
20 Oct'13 - 17:45 - 172 of 179 0 0

I am pleased to say that Barclays have now officially confirmed that the request for an EGM has been sent to Hibu PLC in respect of this meeting being called by HSG.

Please email [e-mail] if you are interested in joining us.

[freddie ferret] 22/10/2013 16:30

I will now try again to copy and paste this.

Again it formats down the page rather than across the page.

This is out in the public domain.

[ceebsy] 22/10/2013 09:13

Have replied Squire, welcome on board.

[freddie ferret] 21/10/2013 17:18

Thankyou Squire.

[squire007] 21/10/2013 12:30

Email sent .......... 5.5mill to the pot

GL

[saj190] 20/10/2013 22:28

Barclays have now officially confirmed that the request for an EGM has been sent to Hibu PLC in respect of this meeting being called by HSG.Please email [e-mail] if you are interested in joining us.

[yachtie8078] 20/10/2013 19:57

I've said it before, and I'll say it again. This fiasco will be a 'game changer' in pi/company relations.

The vision and anger of one man and then two has become the vision and anger of several hundred individual shareholders who DEMAND justice, and in my opinion will get it.

If you hold Yell/hibu shares and want to fight for your rights with us join now

YOU HAVE NOTHING TO LOSE

[ceebsy] 20/10/2013 17:45

I am pleased to say that Barclays have now officially confirmed that the request for an EGM has been sent to Hibu PLC in respect of this meeting being called by HSG.

Please email [e-mail] if you are interested in joining us.

[freddie ferret] 19/10/2013 15:15

Over on iii the Lunatic is clearly scratching his head!
I think he is not the only one.
I think I am too, but soooo exciting!

BTW.

I do very strongly suggest if you hold shares in HIBU or YELL (as it used to be called) that you should join the Hibu Shareholders Group the HSG, if you do not.... well time is now running out for you. Eventually membership will be closed but not yet awhile, there are still too many applications coming in for closure.

You join by emailing Chris at

[e-mail]

In your email you need to include proof of ID, proof of shareholding, and some form of proof of address (though this seems to be less of an immediate priority these days).

If you have any problems or query's relating to your application email Chris for help or clarification. He does reply to emails though at times he gets very busy.

If you are a member of the HSG you will get a payout if the group goes down the creditor route for compensation. If you do not join the HSG but hold shares then you WILL NOT get a payout if the group goes down the creditor route.

It is a constant worry to group members that some shareholders will get left out as a result of their not having joined the group.

Nobody can guess what the level of payout will be, however some of the people running the group have a long history of holding YELL shares and have a high average purchase price and will not accept a low level of payout.

So please for yourselves please join or at least make contact.

If you know people that may hold Hibu/Yell shares through a nominee (and are therefore not on the shareholders register) please mention the HSG to them. The HSG has already contacted all holders whose names and addresses appear on the register.

[freddie ferret] 18/10/2013 16:52

themoocha.

The big question is the degree to which the management have been shuffling around the assets with the intent of doing us (technically one of the creditors since we are stakeholders) out of payment for our shares. We will both be aware of things going on that cannot be discussed here, assuming you keep a very good eye elsewhere, some things pass by with barely a comment but are dynamite.
Suffice it to say that I am very excited and the card sharps are not going to get their way. Very, very excited!
Actually this rather eclipses yesterdays RNSs. Sooooo exciting!

[themoocha] 18/10/2013 08:59

Freddie - totally concur with your comments. We are led to believe that Hibu is a dead duck and has no money. They had some £220 million in the bank which is £90 million more than the same time in the previous year and that does not include the £222 million that disappeared for legacy issues.

Looks as though we are going to have a big kicking and screaming match coming up.

TM

[freddie ferret] 17/10/2013 17:25

The reality is that the law is on the HSG side. Offenses have been committed against company law. Resignations today are no surprise, though they will take a while to come into effect.

As I have said already there is no room for manoeuvre for the management. If it runs up to April 2014 then it will be see you in court time, and we will win, how much? Well that will be up to the judge.
If they try to do the scheme of arrangement thing and go to the court for approval before April then our barristers will contest it and win.
They seem to be having problems with the creditors though this could just be a ruse and they may already have the 75% approval needed but are frightened of the court.

I actually agree with you that once refinancing is done this company has very good prospects, the only question is who will then own it? Most people want money, personally I would consider part of the equity for myself. If money, the question is how much? The price that people bought at varies, losses vary. Some people put all their savings into this.

Interesting that the derampers over on iii have gone rather quiet since the announcements. Long time since we had an RNS out of this company.