Mbl Share Discussion Threads

[edmundshaw] 19/10/2010 16:22

Ah. Missed (d). Cheers for that. What I get for reading too fast... :(

[fmcalorum] 19/10/2010 16:20

Why can it not be written in plain english so that everyone can undersrtand it!

[jeffian] 19/10/2010 16:14

Sorry, edmundshaw, but you're reading this wrong -

"jeffian, POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE was a list of the management holdings. The interpretation is that the management was therefore persons acting in concert with the offeror party."

The RNS states quite clearly they are acting in concert with the offeree, not the offeror -


(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each party to the offer
MBL Group PLC

(d) Is the party to the offer making the disclosure the offeror or the offeree?
OFFEREE

[edmundshaw] 19/10/2010 15:41

Funny how when it comes to this kind of situation, or the law (eg road traffic act), or paying taxes, we are all supposed to be experts in legalese and accountancy (eg via self assessment); but then when politicians speak to us or give advice on the TV, they always patronise as though we cannot use words of more than 2 syllables...

grumble, mumble...

[edmundshaw] 19/10/2010 15:37

jeffian, POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE was a list of the management holdings. The interpretation is that the management was therefore persons acting in concert with the offeror party.

But apparently, as DesW states, the management is always deemed as acting in concert. This would presumably be a legal definition of acting in concert... so I may have misunderstood; but nothing wrong with my logic.

[timesmoney] 19/10/2010 15:28

I look at it a different way. Its easy to buy stock and fill the warehouse not so easy to sell when no one wants it. Which is more the case these days.
Lets not lose sight of the fact the profts warning 6 months before the year end inc Xmas can only mean a major contract lost or like problem, so buildings full of stock not suprising

[jeffian] 19/10/2010 15:26

edmundshaw,

"But "POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE" - implies at least management involved in the offer."

No, "THE PARTY TO THE OFFER MAKING THE DISCLOSURE" (MBL) describes itself as the "OFFEREE", which means they are the ones in receipt of an offer, not the ones making it.

Meanwhile, sorry to sound like a broken record but could anyone who attended yesterday's AGM please post a résumé of the Q&A session? TIA.

[timesmoney] 19/10/2010 15:23

Nothing new just the company directors decaring their positions which they should have done before now. However as ever with this company nothing is what it appears. They may well be involved in any offer, or there may be no offer at all.
The mixed message RNS should at least be investigated by the SE and unless the company can show that both messages in the RNS (a potential offer and the strategic review) were both clear and correct at the time, the company, directors and advisors should be sanctioned. In any event anyone who traded in this stock in the period between the original RNS and the profis warning 48 hrs later would have grounds for serious complaint.

[shanklin] 19/10/2010 15:15

lol microscope

[deswalker] 19/10/2010 13:41

The "party making the disclosure" is the Offeree and so all the shareholdings etc are people deemed to be acting in Concert with respect to that position not the position of Offeror.

IIRC the default position of the authorities is that the Board are always deemed to be acting in Concert in either direction once in an Offer Period, but for some reason are generally deemed NOT to be acting in Concert when not in such a period. This has always seemed wrong to me and they should always be deemed to be acting in Concert at all times IMO. Although I'm sure there are perfectly valid reasons why this is not the case there are very clear reasons why it should be IMO.

The T/O Panel should err on the side of the small guy but they seldom do when not explicitly in an Offer Period giving Boards far too much flexibility.

[microscope] 19/10/2010 12:58

I agree with Strolling Molby's interpretation, but that said, i understand why others think it sounds a bit ambiguous and I could be wrong. It is the most likely endgame anyway imho.

We shall see.

I couldn't help laughing at the report of the full warehouse, reminded me of this from my youth lol! :) (And of course not for a moment suggesting anything remotely untoward here, just made me smile!).

'Napoleon ordered the almost empty bins in the store-shed to be filled
nearly to the brim with sand, which was then covered up with what remained
of the grain and meal. On some suitable pretext Whymper was led through
the store-shed and allowed to catch a glimpse of the bins. He was
deceived, and continued to report to the outside world that there was no
food shortage on Animal Farm.'

[miamisteve] 19/10/2010 12:52

Well. I'm not sure of the regulations, but they've made an 8.1 declaration, which is an offeror disclosure not an 8.3 declaration like the rest of the 1% announcements.

[supernumerary] 19/10/2010 12:37

miamisteve - they're in an offer period and have said so. As kimboy says, this just looks like a (rather belated) holdings statement by the management team.

I'm surprised that there have been so few 1% holding statements. How many such holders would people have expected?

[miamisteve] 19/10/2010 12:33

Don't think this announcement is a non-event given that up until now they had been saying that their wasn't necessarily an offer just a strategic review. Perhaps it came out at the AGM.

------------------------




19.4.10
8.1DISCLOSURE BY AN OFFEROR
(a) An offeror must make a public Opening Position Disclosure:
(i) after the announcement that first identifies it as an offeror; and
(ii) after the announcement that first identifies a competing offeror
(other than a cash offeror).
(b) An offeror must also make a public Dealing Disclosure if it deals in any
relevant securities of any party to the offer (other than a cash offeror) during
an offer period for its own account or for the account of discretionary
investment clients.
(See also Note 12 below.)

E21
8.2DISCLOSURE BY THE OFFEREE COMPANY
(a) An offeree company must make a public Opening Position Disclosure:
(i) after the commencement of the offer period; and
(ii) if later, after the announcement that first identifies any offeror
(other than a cash offeror).
(b) An offeree company must also make a public Dealing Disclosure if it
deals in any relevant securities of any party to the offer (other than a cash
offeror) during an offer period for its own account or for the account of
discretionary investment clients.


19.4.10
12. Potential offerors
(a) If a potential offeror has been the subject of an announcement that talks
are taking place but has not been named, the potential offeror and persons
acting in concert with it must disclose any dealings in relevant securities of the
offeree company after the time of that announcement in accordance with Rule
8.1(b) or Rule 8.4 respectively.
At the same time as or before any such Dealing Disclosure, the offeror must
also make an announcement that it is considering making an offer in
accordance with Rule 2.9 (see also the Note on Rule 7.1 for when an
immediate announcement will be required). The announcement must include
a summary of the provisions of Rule 8 (see www.thetakeoverpanel.org.uk).
(b) If a potential offeror has not been identified as such, it will not need to
make an Opening Position Disclosure under Rule 8.1(a)(i) or (ii) until after the

E35
announcement that first identifies it as an offeror. However, before that time,
the potential offeror and persons acting in concert with it will need to make
Opening Position Disclosures in accordance with Rule 8.3(a), if applicable. If
members of an offer consortium that has not been identified as such might be
subject to Rule 8.3(c), the Panel should be consulted. In such cases, the
consortium members will not normally be required to make a joint Opening
Position Disclosure which could identify them as such, although any member
who is interested in 1% or more of a class of relevant securities of the offeree
company will be required to make an individual Opening Position Disclosure.
(c) After the announcement that first identifies a potential offeror as such, it
will be required to make an Opening Position Disclosure in accordance with
Rule 8.1(a)(i). Such disclosure must include details in relation to the relevant
securities of each party to the offer (other than a cash offeror), even if certain
details have previously been disclosed by the potential offeror or persons
acting in concert with it in accordance with Rule 8.3.

[kimboy2] 19/10/2010 12:21

I don't think it does imply management are involved.

The 'party to the offer' is MBL at the top of the RNS. It then refers to 'positions of persons acting in concert with the party to the offer making the disclosure', i.e. MBL.

I think this is just divulging management shareholding in the company.

I think the Plain English Society should be alerted to RNS disclosures.

[fmcalorum] 19/10/2010 12:08

edmundshaw thanks

[edmundshaw] 19/10/2010 12:05

But seems a very roundabout way of saying the mangement is involved in the offer.

[edmundshaw] 19/10/2010 12:00

It means the offerees (management) hold shares/options. Nothing new.

But "POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE" - implies at least management involved in the offer.

[fmcalorum] 19/10/2010 11:59

What does it actually mean?

[strollingmolby] 19/10/2010 11:54

Confirmation of the offer involving management:

[jeffian] 19/10/2010 11:07

I was rather hoping for a report of the Q&A session rather than evocative views of industrial Leyland!

8-)

[shanklin] 19/10/2010 10:43

I didn't attend but understand that a window, from the room where the AGM was held, overlooks a warehouse which was absolutely heaving with stock and attendees were told they could not have a tour of said warehouse because of how busy they are!!

[jeffian] 19/10/2010 10:31

Any news from yesterday's AGM?

[fft] 18/10/2010 12:45

And the RNS is finally out. Good to see they didnt waste money on extra words.

Wonder if PC was bought up in a town with only a telegram service....