Lees Foods Share Discussion Threads

[theinquisitiveone] 26/4/2012 13:13

Hi Guys

Wonder if anyone here can help?

I think this offer is stupidly low and want to vote against it. However my broker Selftrade have just sent me a message to say that it is a recommended offer and say that I need take no further action.

I'm planning to write to them to let them know that I'm not happy with the offer and want to vote against it.

However, I haven't, and won't being in nominee, received the offer docs or the voting cards.

What I'd like to know is how should I phrase it, in my message, that Selftrade will accept my instructions by giving them clear instructions that I want to vote against the offer(Selftrade are notorious screw up merchants unless everything is crystal clear!!)?

I believe there are two separate matters; one the court meeting and two, the general meeting. I assume I should ask them to vote AGAINST both of them? Is there anything else I need to advise them of, or say to them?

Thanks for any help guys.

PS Will fill in a line on the voting page later on but I only have a few!

[isis] 26/4/2012 12:21

One way Directors could show they feel the Company is undervalued is perhaps buy some shares in the market?

This would bring attention to the undervaluation and all holders would be appreciative.

I see a Director of Fiske (FKE) bought a large stake today and the share price has risen 20%.

Offering current holders the same price as the market price just doesn't seem to be in 'Everyone's' interests to me.

[davidosh] 26/4/2012 09:14

rubstic...Are you living up to your name and trying to rub up a few holders the wrong way ?

The point I made about the chairman is relevant in so far as not replacing him meant no independent non exec on the board to assess the situation for shareholders considering every other board member is in the MBO !

Why would it matter what price you bought stock at ? What about those who invested at higher prices or the same price but five years ago and have had minimal returns whilst cash (their profits too!) has been stored up in the business to effectively pay the bridging loans for this exit strategy ?

If every BoD at every small cap that had illiquid stock timed an exit from the market in the same way then there would be NO investors left here within six months. I am defending my rights to fair treatment of minorities in particular as this simply is not in the interests of the vast majority of shareholders.

Look at what was said by the directors when the company listed and then the comments trying to defend their exit tactics....totally the opposite even though nothing changed in the market for shares in LEE pre 2008 and the business and investment case is far stronger now.

I still say they can take the ball home and play by themselves but 'Pay a fair price to the rest of us'

If you are indeed happy why not register your view on the shareholder poll. That is fair but do accept the rest of us may see it differently !

[cwa1] 26/4/2012 09:11

Hello rubstic

Of course the decision is entirely yours and I'm sure most on here would entirely respect it.

However having looked at the offer from myriad angles I just cannot see how it can be considered fair or reasonable to shareholders. I can't see any computation or valuation methodology that comes up with such a very low price. I think THAT is what dd is campaigning against and I completely agree with him. Offer us a fair price and they can have the company. They were happy to list in the first place and take shareholders money to build the company, there needs to be some reward for them for doing this.

I read the dire consequences of de-listing and what might happen if the offer does not go through-and frankly see it as attempted scare mongering to try to shake out some holders who see that comment and think: oh, we had best not get involved with that, we don't want to be left with a private, unlisted, company.

In my view it is either right or it is not right. And this seems quite wrong to me. Sometimes you need to take a stand against what you perceive to be wrong and not allow oneself to be walked over by underhand tactics(as I see them).

Good luck with your decision regardless!

[rubstic] 26/4/2012 08:47

davidosh-I would have thought the reading of the 'Risk' section within Shore Capital's letter in the circular would have alerted you to the de-list possibility??

I take a pragmatic approach to this investment and situation in general, and I find it disingenuous that you allude to a 'convenience' in the sad passing of the well known and respected Chris Greig.

Perhaps I got in at a lower price than you? Given the lack of liquidity and resultant difficulty in offloading this type of stock, I am not unhappy to be exiting at this price.

[isis] 25/4/2012 18:22

dd - very good points.

They should have an outside valuation. At the very least this looks like an opportunistic way of getting hold of the whole Company on the cheap. imo

It's bad for all shareholders in all Companies who have shares that are not valued by the markets properly - that does not mean it should go to the first bidder.

Have they tried putting the Company up for sale for instance and seeing the reaction? there have been a lot of food Company sales of late.

The fact the Directors won't answer your calls says a lot.

[davidosh] 25/4/2012 18:09

rubstic....It was an important board change...Raymond Miquel stepped down and his son Clive became CEO rather than just a director. Additionally Chris Greig, who recently died, came in as non exec Chairman. Everyone else kept their places so one in, one out.



The strategy since has been fine but does not excuse the mentality that they can delist and simply stuff the shareholders ! There are responsibilities and fiduciary duties to being a plc director. I am personally not saying they should not have a chance to buyout the shareholders but the proceedure and bid should be done properly. Where is the external valuation ? Where is the involvement of an independent director acting for shareholders ? Why is the timing so convenient having lost the chairman and about to present the prelim results and give shareholders a dividend with a strong set of figures ?

By all means take Lees off the market BUT offer a fair price ! Do you not want a higher price for your shares or is the valuation such that you would sell ALL your portfolio at an EV of 3.5 ??

The takeover panel have received tens of individual complaints on this one and if you are saying that Shore Capital are suggesting they will delist if they do not get their own way then that looks like another issue looming regarding the minority shareholders and their rights.

[rubstic] 25/4/2012 17:40

I am a long time holder of Lees, and I was guided to this site by my broker earlier this week.

The Lees board was restructured in 2009, at a time when the share price had fallen below £1.00 per share. The share price has more than doubled since then. I have read the recent documents and make the following observation.

If the bid is rejected, what exactly are we, as shareholders, left with?

A management team that is likely to be de-motivated and who may well have enough shareholder support to de-list anyway, offering us no route to achieve certain value in the shares. The Shore Capital letter alludes to this as a risk - they could easily have the support of over 70% already to pursue this option. I, for one, have no interest in a holding in a private company, and no wish to be caught trying to offload shares in that scenario.

[cwa1] 25/4/2012 10:31

Many thanks for setting that up david and to MrC for enabling it.

Please can everyone that has a holding vote on there to show your support?

Also can anyone do anything they can by posting this poll page on other sites/telling any Lees holders to visit and vote so as we can accurately guage the levels of support we have here?

[davidosh] 25/4/2012 09:51

My thanks and appreciation to MrC from TMF who has set up a poll and comments page on his website for LEE shareholders. Do make use of it and enter your holdings as it will help us gauge support and certainly show management that legalised theft is not appreciated by shareholders.

[davidosh] 24/4/2012 18:35

Incidentally for all those interested I have put in a request for a conference call with the directors to be available for ALL shareholders to ask questions before the court meeting. That conf call will be with the nomad/adviser present and under takeover code rules but at least we would be able to ask questions rather than the Board hide under their desks...I have now made seventeen attempts to contact them but supposedly always in meetings (lol)

I have also asked for a return call on each occasion but their phone system does not allow outgoing calls even for directors...lol

[cwa1] 24/4/2012 13:07

Hi

Just as a matter of interest, both Selftrade and Sippdeal have been in touch re my Lees nominee holdings. In both cases they explain that there is a recommended offer but say that NO action is required on my part. So it looks as if the default action here is to meekly accept the deal unfortunately.

So please get in touch with your brokers early(that has to be stressed as some as them seem to need an inordinately long time to do anything) and let them know if and how you want to vote on it.

[stilton] 24/4/2012 11:24

Skyracer,

I owe you a debt of gratitude for your answer. I noted by chance that your e-mail was timed 2 mins after the e-mail notification from my broker told me of the merger document being in my account to view. So far so good but this was only a notification of the event, not the voting system. Having spoken to the broker this morning it appears that a system glitch would have prevented me getting the important part. Without your prompt to check the operation, I may have missed it. (Interestingly I run multiple accounts for myself and Mrs Stilton and only one had this problem)

I am now assured it will be working in good time to vote, but I have in any event made a diary note to check before the deadline.

Thanks.

[cwa1] 23/4/2012 18:03

David

Is there any chance of getting someone to set up one of those online poll things(sorry, not technical enough myself!!) and then we can post on all the sites and ask people to vote? Might help if we can get a handle on just how many are disgusted by this offer. Thanks.

[davidosh] 23/4/2012 17:56

Excellent news Skyracer...You have 0.7% of the company which really adds weight to our vote. You are very welcome to email me if you want to make contact and recieve info direct as it comes in. The ShareSoc website is very useful and there is discussion in the private network there so as to keep key information off the public forums.

I am co-ordinating the running total votes against for the private shareholder holdings communicated here...

nitnia....5000
davidosh..16500
CWA1......
mustbefunny..2000
Joe Say...
Biscuitbarrel(iii)...3000
jbarker555...4800
Panosear (TMF) 6000
FokkerJ100 (TMF) 12000
Burgosi (TMF) 2500
Skyracer..18500
Stilton...

Unicorn Aim Vct hold 5.32% and did not give an irrevocable undertaking to accept the offer.

(the total issued share capital of the Company is 2,464,751 Ordinary Shares)

Alongside communication received via email from four shareholders we are already at just under 5% of the company. To gain 25% of those eligible to vote we probably need just 12% of the total shareholding. If Unicorn vote against that would be over 10% with those already stating their disgust at this paltry offer.

[cwa1] 23/4/2012 17:48

Thanks Sky. I feel sure(but not certain!) that I saw that CR had sold out(in disgust) on the day or so after the offer, seeing it as a poor offer but taking the cash as he assumed it would be a done deal.

[cwa1] 23/4/2012 17:46

One of my concerns here is that most holdings will probably be in nominee and the default position via these Schemes Of Arrangement for "recommended offers" by the holding broker is that the actual holders are voting FOR the resolution. Hence for people that are not on top of the situation it will go through "on the nod" even though it is, IMHO, very much against the holders best interests.

So please make sure that your broker knows how you want to vote in plenty of time(sometimes they want a week or more's notice) and don't take no for an answer from them!!

[skyracer] 23/4/2012 17:38

Hi CWA1,

Yes / Yes / 18500 shares.

It was CR that originally alerted me to LEE as an investment (I wonder if he still has a holding?). I like the company, and dont object to a buyout, but the price the directors are offering is too low.

[cwa1] 23/4/2012 17:24

Evening Skyracer

If I may ask, are you a shareholder here? If you are do you intend to vote against?

[skyracer] 23/4/2012 17:04

stilton - 19 Apr'12 - 13:57 - 224 of 237

Is it right to assume that for nominee held shares, the holding company will have to contact the beneficial owner to get their vote so that I too can add my disapproval to this situation?

Stilton, your nominee broker will likely have received the scheme document by now (re RNS 19 April 2012). They may have emailed you or left a message in your account inbox. I think you need to email your broker to tell them how you want them to vote (the default on your account may be to not vote, or vote in favour).

[jamesf21] 23/4/2012 10:47

I tried but they were "too busy" to take my call!

[davidosh] 23/4/2012 10:14

Has anyone else tried to speak to a director about this and have you had any success in discussing this legalised theft or is it just me they are avoiding like the plague !?

[bluebelle] 20/4/2012 20:27

dd
Best of luck with this. I'm not involved but, although I made a profit on it, suffered similarly in terms of opportunity cost when Sanderson was taken private at way below market value.