Imprint Share Discussion Threads

[williebiz] 27/3/2008 08:49

Ian - a bit messy, though. Could end up with a situation similar to Tesco taking over Dobbies where Tom Hunter retained his 28% stake and effectively stopped Tesco from delisting Dobbies.

Tesco wins battle for Dobbies
Julia Finch, City editor guardian.co.uk, Friday August 17 2007

Tesco is to wade into the garden centre business after winning control of the 21-strong Scottish-based Dobbies chain.

The supermarket chain said today that it had received acceptances representing 53% of Dobbies' shares, despite a campaign by Scottish billionaire and garden centre rival Sir Tom Hunter to frustrate Tesco's £15-a-share bid.

However, Dobbies is likely to remain a quoted company as Sir Tom, who speaks for a 28% stake in the business, has made it clear he will not sell to Tesco. The grocer cannot, therefore, delist Dobbies' shares.

Sir Tom, who paid up to £18.45 for his Dobbies' shares, had suggested that the Dobbies' board, led by chief executive James Barnes, had failed to extract the best price for the company when it recommended the Tesco offer. However, the retail entrepreneur, who owns garden centre rivals Wyevale and Blooms of Bressingham, declined to mount a counter-bid.

This evening a spokesman for Tesco encouraged Dobbies' shareholders who had not yet accepted the Tesco offer to do so: "The offer remains open and we urge shareholders to take it up," he said. He said the grocer was unconcerned that Sir Tom would remain a shareholder and that the business would remain quoted. "It doesn't cause us a problem. We can still develop the business how we want to." He added that it was "not a particular priority" to meet with Sir Tom. "We have control. He is a shareholder and we will meet him in due course as we would any other shareholder. We can now get on and start to develop the business in the ways we have outlined. It is a great business and a great brand and we will make it a national business."

In a statement Sir Tom conceded defeat, but made it clear he expected to be kept fully informed of Tesco's plans: "We would like to congratulate Tesco over a hard-fought contest, and now look forward to working with them in serving the best interests of all shareholders going forward."

Dobbies' chief executive James Barnes said he was "pleased and excited" that Tesco had acquired the business. He had accused Sir Tom of "protecting his own position" by trying to keep Tesco - and the tough competition it will present to Sir Tom's other garden centre businesses - out of the market.

Mr Barnes will now report to Tesco director Richard Brasher.

The deal, valuing Dobbies at £155m, represents a new departure for Tesco. When the company unveiled its bid in June it said it was "chasing the green pound" and intended to expand the chain across the UK to sell cut-price eco products such as wind turbines, insulation, solar panels and water butts.

It also intends to cash in on the ageing population and the growing popularity of gardening. The market for gardening products is worth more than £5bn a year.

It has denied it intends to sell food through the stores, but many retail analysts expect Dobbies to start stocking wider ranges of organic and healthy foods as Tesco's answer to the increasingly popular farm shops and farmers' markets. Unusually, Tesco does not plan to put its name over the door and will retain the Dobbies brand.

[gengulphus] 26/3/2008 13:50

Not by both sides keeping on extending their offers - the Takeover Code does have limits on how long that can go on. But it could go on for a while yet, especially if another bidder happened to emerge (which I don't think likely - but I certainly wouldn't rule it out based on what has happened so far!).

Gengulphus

[nigelpm] 26/3/2008 13:50

OPD tanking so maybe they are coming back

[jockblue] 26/3/2008 12:34

Is there a liklihood that this will go on forever.....with each side keeping on extending their offers.....

[gengulphus] 25/3/2008 13:43

When does the "Increased Offer" change into the "Non-increased Offer", I wonder?

Gengulphus

[williebiz] 25/3/2008 08:18

OPD RNS - time to give up the game

[williebiz] 22/3/2008 15:55

Board is incompetent

[williebiz] 18/3/2008 12:50

The Board also announces that it has received a request from Hydrogen Group Plc
("Hydrogen") to adjourn the Imprint EGM and the Court meeting relating to its
proposal to allow Hydrogen further time to clarify its position. In light of
current circumstances, having regard in particular to the Board's recommendation
of the Premier Proposal and Premier's interest in 25.62 per cent of the issued
share capital of Imprint as announced on 6 March 2008, the Board considers that
it would be in the best interests of Imprint shareholders to adjourn the Imprint
EGM and (with the consent of the Court) the Court meeting relating to the
Hydrogen proposal, which are scheduled to take place on 14 March 2008. If the
meetings are to be reconvened, Imprint shareholders will be given specific
notice of the revised time and date of the meetings.

I guess you're right, Gengulphus. So ball is still in HYDG's court to raise the finance to bid higher (or not).

Any idea of the timelines for Premier/ HYDG/ OPD as things stand? Feel a bit out of it after missing most of last week :-)

[gengulphus] 18/3/2008 12:08

I don't think today's announcement is anything more than tidying up. The announcements on March 12th and 14th about adjourning the EGM for the Hydrogen offer were Hydrogen buying themselves time. All today's announcement says is that the deadline for shareholders to elect the partial cash alternative will be adjusted correspondingly.

Gengulphus

[apatel21] 18/3/2008 11:59

williebiz - i read it as mildly positive - as you say they are buying time to see if they can pull together a compelling bid. It will need to be @ least 10p more in cash than the Premier offer and will need to offer a share alternative valued @ 135p or so. Premier have played a blinding hand by snapping up 26% of the Co. Hydrogen may well need to do something similar to strengthen their hand.

OPD announced their results today - made mention of their attempted takeover of IMP but their language indicated they were out of the race. It has cost their shareholders £3m+ and whole bunch of management time wasted ; )

[williebiz] 18/3/2008 11:27

RNS HYDG extends offer, looks like a 'buy some time to do nothing for now' kind of announcement.

Who knows, maybe they're looking for another 10p?

[apatel21] 17/3/2008 12:40

Not a bad place to be invested @ the moment if you didn't managed to get out @ 115p.

[apatel21] 17/3/2008 10:58

Of course the company is being sold far too cheaply, and if enough shareholders realise this they will block the bids at these levels hopefully.

Yes this was true when they 1st accepted the OPD offer, and hence there were other bidders lurking but this isn't true now given how global economic conditions have deteriorated. I'd rather get out @ 120-130p than stick with this management and HOPE things come good. There are plenty of other cheap recruitment Co's with much better management that you can recylcle your money in to.

[deadly] 17/3/2008 10:07

Of course the company is being sold far too cheaply, and if enough shareholders realise this they will block the bids at these levels hopefully.

[williebiz] 17/3/2008 09:40

I've been maing that point repeatedly, Stemis. Which is why I'm not keen on cash. IMP is getting sold on the cheap by incompetent mgt.

Just because there aren't any better offers out there right now, doesn't mean there aren't better options. Board should not be recommending offers that substantially undervalue IMP - yet that is exactly what they are doing.

An all share offer would at least mean we get rid of IMP's pathetic board and share in the revival, but that option (via HYDG) now realistically looks dead though I guess HYDG could come back with a better deal.

Otherwise shareholders would be better off waiting for IMP to carry on running the business, making money and hoping that the decent members of the board take control and up the board quality over time. With all the new holders who'd be happy for a quick 10% gain I guess there aren't many like myself left any more.

[stemis] 17/3/2008 08:27

The results illustrate how uninspiring the current offers are:-

Market capitalisation at 115p per share £43.7m
Less cash
As at 31 December 2007 £9.5m
Received post y/e
Sale of WoodHammil et al £3.1m
Collection of debtors re above £2.7m
Costs, say -£1.0m
£14.3m
Proforma enterprise value £29.4mThis equates to around 6.3 x taxed continuing EBIT of £6.631 million. One presumes any trade buyer can cut out a couple of million of overheads at least, so to them it equates to under 5 x taxed continuing EBIT.

[apatel21] 17/3/2008 07:24

Well the Imprint Results are finally out. Looks like results are below most peoples expectations except the cash balance.

[solotrom] 15/3/2008 20:31

Gengulphus - from one of those who normally read this thread rather than writing to it, thanks for the informative posts and insight.

[gengulphus] 15/3/2008 02:10

It's to do with how easily you can get total control of the company, with no pesky minority shareholders hanging on to their shares. With a scheme of arrangement, you only need to get 75% support: if the vote passes, it's binding on all shareholders. With a normal takeover offer, you need to get to what you started with plus 90% of the rest to be able to compulsorily purchase the remaining shares. So in this case, Premier only need 75% support for a scheme of arrangement to take total control, compared with somewhat over 92.5% for a normal takeover.

The flip side is that with a scheme of arrangement, you don't get any control if you don't get 75% - it's all or nothing. With a normal takeover offer, you can lower the acceptance condition to just over 50% of the shares if you want. That will only get you operational control, with minority shareholders still having substantial rights, such as being able to block any attempt to delist the shares, but you may consider that better than nothing. (An example was Tesco's takeover of Dobbies Garden Centres last year. They ended up with 65.5% of the shares, and so took operational control of the company. They couldn't do more than that, because Tom Hunter had bought his stake up to more than 25% and made it clear he wouldn't sell. So the company is still on the market, though with very few shares outside the hands of Tesco and Tom Hunter. And they presumably reckoned that was better than nothing, otherwise they would have given up in the face of Tom Hunter's stake, which is enough to block both a scheme of arrangement and an attempt to delist the company.)

So basically it's a case of balancing the risk of not getting total control, which is higher for a normal takeover bid, against the risk of not getting control at all, which is higher for a scheme of arrangement. Premier's wish to change to a scheme of arrangement suggests that they're more concerned about the risk of not getting total control, which is reasonable given that it would take less than 7.5% to block them from compulsorily purchasing the remaining shares and OPD are known to own around 5.2% - it doesn't take many further hold-outs beyond that for compulsory purchase to be blocked!

Hydrogen did want a scheme of arrangement originally, presumably because they felt similarly that they could get 75% but were doubtful about getting 90%+. But I'm pretty certain that if they come back with an improved offer, they'll change it to a normal takeover offer - it really makes no sense at all to try to get a scheme of arrangement through against Premier's stake.

Gengulphus

[apatel21] 14/3/2008 16:10

Does anyone know why initially Hydrogen and now Premier are keen to takeover over IMP by way of 'Scheme of Arrangement' rather than a straight forward takeover? TIA

[williebiz] 14/3/2008 12:51

RAB @ 9.78%

[nigelpm] 13/3/2008 16:28

That's the trouble with spreadbetting - lose any rights

[evilblues] 13/3/2008 12:06

Just been called by cityindex- it seems i have no choice but to be in,as i cannot close my position now until completion of takeover!They tell me its because they've opted for cash only buyout with the share's they've leant me to bet - how charming of them..

[apatel21] 13/3/2008 11:09

Glad to see your still around Williebiz.

Yes they have hedged a position IMO because a client has gone 1m short.