Lionheart Share Discussion Threads

[asph] 07/4/2003 13:46

So much for annual report-------which gives no apology for their handling these past two years and currently showing no rejection to past pension scheme overtures-----------liabilities were guaranteed non existant by the Board when creating the Lionheart shell---------shareholders need to hear from them at EGM/AGM 8th May

[skyship] 23/3/2003 00:07

OBR - v. good points.

[old boy returns] 20/3/2003 10:19

Skyship - the sanity of Prudential more like. I am sure that most of the small shareholders who accepted did so because they received numerous unsolicitted telephone calls from Sigma's advisers along the lines of "we will definitely reach our target and if you do not accept by the deadline you will go down as a dissenting shareholder, will not receive your payout automatically and will have to claim through the registrar at a later date which will be difficult and time consuming."

[skyship] 19/3/2003 19:02

asph / OBR: Thanks for the interesting piece of research regarding the declaration in the 1999 document. I suspect these liabilities, if confirmed, will be pretty small. So personally I think we'll see something along the lines of 161p - property/pension liabilities (3p) - Offer costs (1.5p) - liquidation costs (3p) - contingency (1.5p) = 152p. On the credit side the deposit earns c.1/2 p / month.

I'm looking for an interim payout of 135p before end-June, thereafter two final payments of 10p (Sept.) and 7p (Dec.). Personally, I can't imagine the liquidation taking any longer than that.

Oh yes, one final thing. Congratulations to all for holding firm and not accepting the ludicrous Sigma Offer. It does make you wonder about the sanity of those many small shareholders who accepted the Offer doesn't it......

[old boy returns] 19/3/2003 10:58

The issue of previously undisclosed 'liabilities/contingent liabilities' in the event of liquidation will be an interesting one. This is because Pollock put his name to the following statement in the fundraising documentation back in 1999 based on which I bought shares in LNT:

"Current status of the Company and financial information

Having sold all its operating subsidiaries as described in the circular to
Shareholders dated 2 November 1999 and approved by Shareholders at the
extraordinary general meeting held on 18 November 1999 the Company is
currently a cash shell. Following the disposal of the operating companies
and the settlement of certain liabilities as at 1 December 1999 the
Company had a cash balance of #5.8 million. As at the same date the
Company did not have outstanding any borrowing or indebtedness in the
nature of borrowing, including loan capital outstanding or created but
unissued, bank overdrafts and liabilities under acceptances (other than
normal trade bills) or acceptance credits, mortgages or charges,
obligations under finance leases and term loans or hire purchase
commitments or guarantees or other contingent liabilities."

While not being an expert there is a prima facie case that purchasers of shares in this offer and/or the liquidator (on behalf of LNT) would have a valid claim against Pollock and his advisers on the fundraising. Perhaps this is another reason he was so keen on the Sigma bid as opposed to liquidation.

[old boy returns] 19/3/2003 09:50

asph - a very interesting point. There must be a strong case that the full £1.61 per share less liquidation costs should be distributed to shareholders with any previously undisclosed liabilities being recovered from the directors and their advisers on the disposal of the trading operations back in 1999.

[cg1953] 19/3/2003 05:19

old boy returns.
agreed, but;
sadly anything other than liquidation just does not seem currently credible.
'adam & harvey' saw that. 'firth'[hyc] should have. 'izo' would have; had the directors not run off with the loot.

[asph] 18/3/2003 20:59

If one reads the disposal document approved at the EGM 18th November 1999 therein the Directors declare no liabilities will accrue to Lionheart Shell following disposal of 'The Sale Group'therefore the current £11.6 million should be available for distribution to Shareholders with only costs associated by bringing this about-----------ie £1:61 per share less a penny or two-------am I right???????????-----------hurray for 8th May !!!!!!!!when I shall vote for this distribution.

[old boy returns] 18/3/2003 17:20

PS - anyone think we may see an unsolicitted bid for LNT come out of the woodwork now as an alternative to liquidation? Would make sense for a profitable tax paying manufacturer which could use those tax losses. Trouble is profitable and manufacturing rarely go together in the UK.

[tiltonboy] 18/3/2003 15:26

Well, at long last, they have seen the light. EGM called to vote on a liquidation.

tiltonboy

[jaygino] 18/3/2003 15:21

I suspect a not insignificant amount of the estimated 2m set aside for creditors and pension scheme may find its way into Pollock's pocket - resign Pollock

[skyship] 18/3/2003 11:18

Now that the inevitable has happened and the Sigma bid has lapsed; let us hope that the PRU do the right thing and force Pollock to put to the shareholders a vote on voluntary liquidation.

Of course Pollock should be resigning today as a rejection of his recommended offer is tantamount to a vote of no confidence in his judgement. But somehow I very much doubt whether doing the honourable thing is something that would even cross his mind.

[cg1953] 14/3/2003 13:23

old boy returns.

excellent post.we really are dealing with 'determined' corporate misdemeanor.
happened with fthm now hyc.how long can theese people get away with it ???

[old boy returns] 14/3/2003 11:43

asph - there will probably one some debate about whether these 'new contingent liabilities' are material. If they are material then current/former directors could find themselves in a bit of bother with respect to the statutory accounts and proposal to dispose of the old Lionheart operations. My guess is that they are not significant enough for Sigma to want to drop the offer yet unless they can get the compensation. I would imagine that LNT will be claiming that they are not significant and so a sort of stalemate will exist until the offer lapses and then they will start arguing about it.

I have reported this whole stinking mess to the Takeover Panel in some detail. I am not holding my breath but they really should take a close look at what has gone on here.

I have also written to Pollock and demanded, amongst other things, that he declares or denies any private financial incentive (eg in his contract) for the Sigma offer to proceed as opposed to liquidation. He has not replied.

[asph] 13/3/2003 18:47

If Lionheart has a significant liability??? Why did Pollock agree to pay £116,000 to Sigma if there was significant undeclared revelations to follow? IF Lionheart has a significant liability to pension scheme etc---------WHY isn't Sigma dropping its Bid like a hot potato ???????????

[otemple] 10/3/2003 14:24

Hello

Sorry to be a pain but i was wondering if you could help me by filling in my dissertation questionnaire researching investors opionions towards share options, specifically the issue of expensing them.

It is only short and will take approx. 3 minutes to complete.

You can access the dissertation online at:

Many thanks in advance to anyone who helps me with this.

Owen Temple

[mstrathern] 10/3/2003 14:20

Call me a cynic but over the weekend I came up with an alternative reason for the RNS on the 7th. Looking at the offer document we see:

'9. Inducement Fee

Lionheart has agreed to pay to Sigma an inducement fee whereby £116,000 is payable by Lionheart if:

(i) a higher offer is made by a third party and becomes or is declared wholly unconditional in all respects; or

(ii) a resolution to wind up Lionheart is proposed or passed; or

(iii) Sigma gives notice to the Lionheart Directors that it or its advisers have become aware of a material matter of which they were not aware at the time of this announcement which would have constituted an adverse material change had it occurred at the time of the announcement and that matter is, in the opinion of the Panel, of material significance to Sigma in the context of the Offer.'

Now the RNS couldn't possible be in anyway related to (iii) could it?

[old boy returns] 07/3/2003 14:47

mstrathern - I have put my concerns (in no uncertain terms) to the Takeover Panel and Mr Pollock in writing today. The Takeover Panel called me to say that my complaint has been passed to a case officer.

[mstrathern] 07/3/2003 13:49

After todays announcements it seems clear to me that there is some hidden agenda; I don't think anyone can be so incompetant, either the contingent liabilities, especially the lease, should have been known and reported in the accounts and the offer document, or they are so insignificant that they did not materially affect the position of company, in which case what on earth was the RNS about? Looking at the figures it seems to me that the latter is the case. However I note that the directors saw fit to tell Sigma but not the shareholders, so they or their advisors thought that it was material enough to need disclosing.

If there is a hidden agenda I think that we should try and forestall any attempt to extend the offer period. Is anyone in touch with the Takeover panel?

[asph] 07/3/2003 10:16

Extract from Lionheart plc Proposed Disposal of The Sale Group

5. Indebtedness

5.1 The Retained Group (being the Group on the basis the Disposal has taken place) did not have outstanding at 3 October 1999, any borrowing or indebtedness in the nature of borrowing, including loan capital outstanding or created but unissued, bank overdrafts and liabilities under acceptances (other than normal trade bills) or acceptance credits, mortgages or charges, obligations under finance leases and term loans or hire purchase commitments, or guarantees or other contengent liabilities.

IN OTHER WORDS TODAYS INTENDED REVEALATIONS ARE COMPLETE AND UTTER RUBBISH AND HAVE NO STANDING AND MOST IMPORTANT OF ALL NO MONETARY LIABILITY WHATSOEVER.

SHAREHOLDERS SHOULD CONTINUE TO AVOID THE SIGMA PROPOSALS AND SEEK A RETURN OF CASH. CASH THAT IS IN EXCESS OF 11 MILLION POUNDS!!!!

[old boy returns] 07/3/2003 10:05

Does anyone have a copy of the last annual report? If so please can you do me a favour and have a look to see if these contingent liabilities / property pension issues were disclosed in there and let me know.

Pollock is being an absolute disgrace. Today's RNS is pure scaremongering and he conveniently does not even quantify these contingent liabilities.

[skyship] 07/3/2003 09:29

I agree - absolutely pathetic obfuscation from P*llock. The POTENTIAL liabilities are miniscule; and most likely considerably less than this man is wasting by having Bridgewell to hold his hand. We should all be writing to him to ask him what he has spent thus far in fees relasting to this Offer; and to ask him to confirm that he has not put Bridgewell on a retainer.

[hugepants] 07/3/2003 07:09

The crooks running LNT have decided to make known some (probably small) liabilities that have...errmm...apparently just come to light. You couldn't make this stuff up.