Mediwatch Share Discussion Threads

[totally banjo] 19/11/2013 17:48

If there is a large order or for that matter orders to be filled then any disclosure would only require announcing on completion or when any trigger levels were crossed...I think.

If there was to be another offer which bearing in mind would be above 7p then any stake building at sub 6p would be a bonus!

All ifs though!

[troutisout] 19/11/2013 16:43

I believe they do banjo, so was expecting some disclosures.
Not sure if the MMs are bound by the rules as well, they certainly used to be.

Trout.

[barrywhit] 19/11/2013 16:42

The 8.3 rules certainly do Banjo, I can't see the MM's holding all these just to make a small amount per share......they could be holding them until end of March 2014, ...strange

[totally banjo] 19/11/2013 16:37

So,who is bagging these sells? The mm's...doubt it.. No holding notices as yet,I assume the rules still apply?

[troutisout] 19/11/2013 16:24

You don't need full sight of the scheme just read the RNS fully,

"Mark Hughes and other key personnel in Mediwatch's organisation might be offered integration bonuses although no commitments have yet been entered into."

However you look at it though, they have secured 6p a share which is a very large premium to the price 2 months ago and for the last two years.

PS was too powerful within the organisation and his intentions became clearer, so the only way we were ever going to get a better deal was to have a better share price to work from.

Trout.

[troutisout] 19/11/2013 16:16

Barry, this scheme of arrangement goes through the courts and only needs 75% acceptance, everyone else will find that decision legally binding.

In a normal takeover the bidder would aim for 75% to be able to take it private (normally enough to get enough of the last holders to sell out to get to 90% and then compulsory purchase).

I think I am right about the legally binding bit, it is in there somewhere.

Trout.

[barrywhit] 19/11/2013 16:15

Dorset,

That's probably why they will speak to Karim & Emberton after the offer has gone through, they don't want it to look too cosy for the Directors before it has been agreed..........

[dorset64] 19/11/2013 16:09

Blimey that was quick as even the charts above have wiped MDW's past charting performance out.

The more you read the terms, as trout points out, the more & more it appears to stitch the shareholders up. In fact it wouldn't surprise me that in the event of everything going through, that the directors who will remain a part of the scheme, will be royally rewarded further once all the troublesome shareholders have left the building.

You need to have full sight of the 'scheme' and its particulars.

[totally banjo] 19/11/2013 16:08

This may all be pointless but you never know....

Therefore if an offer above 7p comes in then Laborie can only guarantee the 27% yes vote and all the other irrevocable undertakings received by Laborie will cease to be binding.

I still think this is going to get very exciting......

[barrywhit] 19/11/2013 16:07

I thought they needed 90% to take it private........I could be wrong, it has been known...........lol

[optomistic] 19/11/2013 16:01

Oh heck, I'm wrong again :-/
Cheers Barry :-)

[totally banjo] 19/11/2013 16:01

but don't they need 75% or more to accept 'The Scheme' of which 27% is guaranteed by the irrevocable undertakings of directors?

[barrywhit] 19/11/2013 15:54

Opto,

That 7p applies for the institutional holders and large holders, not the Directors.............

[troutisout] 19/11/2013 15:49

The service agreement gets better and better, I knew PS was a tax exile in the Bahamas, but it is now set in a contract, LOL!!!



3.1.4 he is and shall remain (unless agreed in advance with the Board) nonresident for UK Tax purposes and (to the extent permitted by UK law) for
all UK employment law purposes other than any claim for breach of
contract to enforce this Agreement

[totally banjo] 19/11/2013 15:47

errrr,isn't that illegal?

Edit-Obviously not though!

[troutisout] 19/11/2013 15:44

Guys, it is a stitch up read the clause for the directors (you are reading the clause for the other acceptances) it is the Directors 27% that is important, please read the small print.

[troutisout] 19/11/2013 15:41

Finally using his Caribbean address, I see, LOL!

[totally banjo] 19/11/2013 15:40

trout,surely it states that it's not "irrevocable" and ceases to be binding....

The irrevocable undertaking given by each of these shareholders stipulates that it will cease to be binding: (i) if the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the City Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share.

[optomistic] 19/11/2013 15:36

"irrevocable undertaking will cease to be binding"

"The irrevocable undertaking given by each of these shareholders stipulates that it will cease to be binding: (i) if the Acquisition has not become Effective by 31 March 2014; or (ii) a third party announces a firm intention to make an offer pursuant to Rule 2.7 of the City Code to acquire the entire issued and to be issued ordinary share capital of Mediwatch (whether by means of a Scheme or an Offer), where such offer provides for a consideration value of not less than 7 pence per Mediwatch Share."


...not really irrevocable then!

[barrywhit] 19/11/2013 15:30

They have added all the paperwork dealing with the irrevocable commitments on the MDW website........dated 17th December I think....



It is a disgraceful slap in the face to all other shareholders.....

[troutisout] 19/11/2013 15:23

p1nkfish,
Everything is possible but why the clause that the BoD acceptances to Laborie are irrevocable, even if they get a higher offer.
I have never seen that type of clause before and it is surely there as a statement to say 'you will not get 75% so don't bother trying'
It is deeply unfair to shareholders as it is their duty to look after the interests of all shareholders and a higher offer or a bidding auction would benefit all shareholders, but this clause seems to fly in the face of that.

Trout.

[totally banjo] 19/11/2013 15:20

If the Laborie bid is not a done deal and Mediwatch therefore still open to a more aggressive approach then what about Medtronic for starters....they appear to be doing well.

This is an ideal opportunity for them to rebuild their Urology dept.and how ironic!

[p1nkfish] 19/11/2013 14:53

Scenario, CEO let it be known he wanted out. Talked to Audax in August + some.
Audax moved on Mediwatch.
+ some might come back for a sniff.

Karim statement concerning cost cuts not yet shown through:

a) justifying valuation?

or, b) encouraging +some to have a sniff, letting them know there are savings to be had to justify a higher price. Savings that didn't show through yet.

Long shot, but not impossible.

[totally banjo] 19/11/2013 13:38

trout,I don't think this is over yet....the directors have negotiated a good deal for themselves and obviously want this to go through.

Could the question be that another bid is possible for Mediwatch and not Mediwatch/directors...a more aggressive bid if you like? Are Mediwatch worth anymore now/future?

I'm around breakeven so although very disappointed at the current situation I am (at the present time anyway) holding onto my shares and see what happens.


bits and bobs

[david77] 19/11/2013 13:06

I am out. I thank you all for the encouragement to buy these shares.