Leeds Share Discussion Threads

[arthur_lame_stocks] 13/8/2008 18:38

About another 2.5 years or so at this rate.

[arthur_lame_stocks] 13/8/2008 18:36

Only another 3,000,000 odd to go then!!!

[deswalker] 13/8/2008 11:45

buyback. 100k at 18p.

[deswalker] 02/8/2008 12:22

Thks fusobacterium. Header updated.

[fusobacterium] 02/8/2008 05:32

fusobacterium: 7600

[deswalker] 30/7/2008 11:38

The LDSG resolution proposing the non-execs for DWSN was passed. Quite surprising IMO.

[deswalker] 29/7/2008 15:15

Thks cg1953. Header updated.

[cg1953] 29/7/2008 15:06

cg1953;
80000 now

[deswalker] 29/7/2008 12:58

Yes, Dunelm purely in UK but if they were looking at a springboard into Europe then LDSG would be a good start IMO. They could even offer us DNLM shares.

I'm pleased to see this link between DNLM and LDSG even if it is tenuous (through DWSN).

[arthur_lame_stocks] 29/7/2008 12:52

Aren't Dunelm based purely in the UK? Good news about Dorma going though, it's been a pretty poor investment for DWSN and the remaining divisions are showing improvement. If they can do something about the pension fund then DWSN could prove to be a steal for Leeds.

[deswalker] 29/7/2008 12:44

A good update from DWSN and the sale of Dorma to Dunelm. The DWSN purchase looks to have been a good bit of business. I wonder what will happen with the proposed non-execs.

Dunelm is one of the companies I'd like to see interested in LDSG. It would make a good fit IMO.

[the diviner] 28/7/2008 17:56

As I posted last year, a strong and independant None Executive Director would help to protect the interest of small shareholders.



We do not need a person with textile industry knowledge or any other specialist knowledge but he would need to be strong enough to look out for the interests of minority shareholders. (Someone who can read a balance who wants to maximise shareholder value).

I suspect that the combined shareholding of those who post here is in excess of 3% and that the Executive Directors, (who many suspect are linked), would be reluctant to vote against a None Executive Director who was proposed by private shareholders. (They may even support the idea).

Furthermore, the fact that LDSG shareholders had tried to appoint their own NED could itself be beneficial as it could stir the two controllers into action and encourage them to make a bid.

It may not succeed but there is a good chance that it would.

[deswalker] 28/7/2008 17:17

tiredoldbroker,

I must say my understanding was the same as yours but after some googling I've found an MBO via a Scheme of Arrangement which would seem to agree with poacher. Namely, the MBO of Windsor (WNDR) ....



Firstly a couple of definitions ...

'Participating Staff' = employees of the Windsor Group or their connected parties who are or have agreed to become shareholders in Ostrakon including the Executive Directors.

'Independent Scheme Shareholders' = Shareholders other than the Participating Staff.

Now the terms of the Scheme of Arrangement ...

The Scheme

The Scheme requires the approval of a majority in number of the Independent Scheme Shareholders, representing at least three-fourths in nominal value of the Independent Scheme Shares, present and voting (either in person or by proxy) at a meeting to be convened by direction of the Court.

Participating Staff, who together are interested in 6,227,856 Windsor Shares(representing approximately 10.3 per cent. of the existing issued share capital
of Windsor), will not be able to vote at the Court Meeting and the Windsor Shares held by them will not be taken into account in determining whether the relevant majority has approved the Scheme at the Court Meeting.

So according to this framework, it is indeed 75% (three-fourths) of votes cast for shares held by people unconnected to the Scheme (so-called 'Independent Scheme Shareholders') that are required.

I don't see any reason why this wouldn't need to be the case here either and must be required by law (otherwise WNDR wouldn't have gone through this process). Consequently any LDSG MBO offer would need to be pitched sufficiently attractively to convince three quarters of the "independents" eligible to vote that it was worth voting for.

I was on the receiving end of a recent Scheme of Arrangement at IMP and in that case all shareholders were eligible to vote but maybe that was because the bidder was a third party. When it is an insider the rules must be different ?

I hear what you're saying in your first paragraph about going unquoted and agree with you. However, I shall dig a little deeper to confirm this.

Des

[tiredoldbroker] 28/7/2008 17:07

Sorry, must be the heat, in (2) above they need just 75% of 'Scheme' shareholders to vote in favour but would generally not vote themselves. So a bit easier than 90%, and if coupled with de-listing, quite likely to appeal to many investors.

[tiredoldbroker] 28/7/2008 16:26

There are two different things here: (1) leaving AIM and going unquoted only takes 75% of the total votes cast at an EGM, and big shareholders are not disenfranchised, even if they've proposed the move.

(2) If the big shareholders bid for 100% ownership, their shares cannot be voted as part of the acceptance of the offer, and they need acceptances from 90% of the shares bid for, to acquire the minority compulsorily.

However (1) is easily circumvented under AIM rules and (2) is also circumvented by them using control of LDSG to propose a Scheme of Arrangement - which I believe requires just 75% of shares voted at an EGM and the big holders can vote.

The difference is that an offer is technically made by an offeror to a target; but a Scheme is between a company and its own shareholders.

[roomey] 28/7/2008 15:59

does anybody know how you go about obtaining a copy of the share register from registrars as this would be a better option for canvassing shareholder support, if this was required.We need to come together as one voice at the next agm.Although the only thing I currently disagree with is the Co. not paying dividends and maybe EET investment high risk in current climate and not related to ldsg where as dwsn you could argue is as long as we obtain board representation

[the diviner] 28/7/2008 13:18

Poacher,

I am pleased that you have, (for many years), taken the trouble to attend the AGMs and have asked questions while there - I would ignore anyone who tried to stiffle the opinions of others.

After you attended the last AGM, in your post 805, you advise us that:-

-----------------------------------------------------------------------------------
" 3. The directors could make a low offer for Leeds Group but the company solictor confirmed that they would not be allowed to vote their shares in favour. In fact Mr. P. Gyllenhammar said that he was very much against this new AIM practise where shareholders were not given equal rights especially in the case of rights issues. "
-----------------------------------------------------------------------------------

Since Mr. P. Gyllenhammar is against this practice; can anyone guess why he asked us to approve Resolution number 7, (which asked us to continue the authority to disapply our statutory pre-emption rights)?

At present, the jury is still out on our directors but there are a few points that we need to remember;

* They have been co-operating for a long time.

* LDSG has, so far, been a poor investment for small shareholders and the policies addopted just helped to lock us all in for a long time.

* If we put £1000 in a Building Society Savings account for ten years @ 6.5% interest- it would be worth £2000. (In a Building Society Account there would be no risk and the money would be readilly available, therefore, shares need to give a much better return to make them worth holding).

* Paying dividends would have been better for small shareholders than spending the cash to buy stuff. (Even if the stuff that has been bought turns out to be good value in the longer term).

[deswalker] 28/7/2008 12:57

Hi poacher,

Thanks for restating the 75% situation that you were told by the company's solicitor. I remember you saying this after the AGM so you have been totally consistent in your reporting of events. I couldn't make it for either of the last two AGMs (since I've been a holder) but I'm hoping to be at the next one.

However, whilst I quickly admit that I'm a long long way from being an expert in these issues, I must say that I've never heard of a situation where Directors and/or large shareholders are excluded from voting even if it is in the case of an MBO. I agree the 75% figure, and that this percentage is based on the number of votes actually cast and not purely on those eligible to vote (voting rights) but I've never heard of this situation with the additional requirement that the votes of Management are excluded.

Obviously I really do hope you are correct and that I'm speaking from ignorance here as the situation you describe would suit me down to the ground. Has anyone seen any similar instances of MBO's being conducted in this way ?

Des

[poacher45] 28/7/2008 11:55

First of all I must say that I am the only shareholder to attend the last five AGM's perhaps after me the next shareholder would have attended 2 or at the most 3 meetings. I realise I am in a fortunate position where I can attend the meetings and some people have prior apointments. When I moaned about the previous board and their high salaries I was told by another shareholder that I was only jumping on the bandwagon as this had become a modern trend.
I expressed concern on your behalf at the last meeting that the directors could have a cheap management buyout. I was told by the firm's solicitor that could only happen if over 75% of shareholders voted in favour and the directors would be excluded from voting.
It has now become a situation of your dammed if you do and your dammed if you dont. They seem to be progressing very well with the European textile business. Last years creaming off the best assets of a competitor unfortunate demise might transform this business totally.
Their last two investments dont look that bad to me and perhaps in two or three years could repay handsomely.

[deswalker] 28/7/2008 10:13

I've just created this thread to keep an eye on shareholdings. Thanks to roomey and oooff for disclosing ...

[deswalker] 28/7/2008 10:11

I've created this thread to keep a fully transparent record of the shareholdings held by private investors in Leeds Group.

Pseudonym - Dated Disclosed - Shareholding

clangor2 - 24/7/08 - 15,000
jonak - 12/10/09 - 8,000
roomey - 24/7/08 - 200,000
oooff - 27/7/08 - 155,700
cg1953 - 29/7/08 - 80,000
fusobacterium - 2/8/08 - 7,600
ansc - 12/5/10 - 30,000

Please feel free to add your shareholding to this thread and I'll update the header regularly.

[oooff] 27/7/2008 10:37

I own 155700

[bracke] 25/7/2008 13:01

DesWalker

Apart from privacy perhaps holders with a small quantity of shares think it is not worth mentioning them.

[deswalker] 25/7/2008 12:38

So far my request for collective disclosure has been a tad disappointing but I'm not going to stop just yet.

Since yesterday I've heard from 5 people (incl myself) holding a total of 411,000 shares. Many thanks to the other four who divulged their holding.

To put this into context, I calculate that there will be 26,602,367 Voting Rights in issue once JC has got up to 29.99% via buybacks. Of these 14,710,549 will be held by the two main Directors with 11,891,818 distributed amongst everyone else.

So 411k shares represents 1.55% of all Voting Rights at that time and 3.46% of those Voting Rights not held by the two main Directors. Clearly there is some way to go.

If you haven't done so already, please consider disclosing your holding either here or via email at

[e-mail]

I honestly can't think of a downside (except an instinctive nature for privacy which we all share) but if it turns out that a sufficient number of small PI's are active on this board (plus maybe TMF and iii which I haven't canvassed yet) and watching the situation then it might just turn out to work in all our favours should something untoward occur. Once I have a list I'll post it here (using pseudonyms only) so that everything is in the open.

Anyway, I'll leave it at that for now. Thanks for reading.

Des

[cg1953] 25/7/2008 11:05

having failed to get there nominees onto the board then my fear is that LDSG will bid for DWSN.
watch this space.