Neometals Share Discussion Threads

[25october1969] 26/2/2006 01:50

Scotland on Sunday 26th Feb 2006

NMT directors' rewards 'unethical'


PETER Gyllenhammar, the activist investor, has attacked the directors of cash shell company NMT, chaired by former Dixons boss Lord Kalms, as "unethical" and demanded that the former syringe developer return £5m to its shareholders.

Gyllenhammar, who holds just under 15% of NMT, was left fuming after the Livingston company's board approved a fee system which will reward Volvere, a company which shares three directors with NMT. The reward system was announced the day after Gyllenhammar spent around £500,000 to raise his stake in NMT to 14.6%.

Speaking from his base in Sweden, Gyllenhammar said: "This is totally unacceptable. If Volvere had come to me and asked to manage my money, I would have said no. It is not ethical conduct because 70% of shareholders do not have a say."

Gyllenhammar said he had confronted NMT directors Jonathan and Nicholas Lander about the fee structure, which he said could net them millions, but had not received an adequate response.

He said: "I think the best thing would be to cancel this agreement and hand the shareholders all the cash, allowing a small portion, say 10%, to stay in the company to be a vehicle."

The Landers and former Dixons chairman Lord Kalms of Edgware are directors of Volvere, an investor activist company based in London. Lord Kalms' son, Richard, is also a director of Volvere.

The three were elected to the board in place of the previous management team after Volvere took a 26% stake in the company and called an extraordinary general meeting.

NMT, the former darling of Scotland's medical technology sector, has around £6m in cash left over from years of fundraising and restructuring.

Gyllenhammar said the new management fee structure should have been put to shareholders. The precise terms of the agreement have left some investors scratching their heads.

NMT will pay Volvere a monthly fee of 0.25% of its net assets, or around £15,000. Volvere is also entitled to a performance fee equal to 20% of any increase in the company's share price.

If NMT terminates the agreement, Volvere is entitled to 6% of the company's net assets, or around £360,000, plus another unspecified payment based on "the value of an option using the Black Scholes model".

Gyllenhammar said this termination clause would make it expensive for shareholders to follow the example set by the Landers and Kalms by calling an extraordinary general meeting to take control of the company.

He said: "I don't know what to do. This is a complete scandal. If I call for an EGM, there will be significant costs."

Volvere argues that the new fee structure is less expensive for NMT than the previous model. Under that deal, Volvere was entitled to £60,000 per month plus VAT for every month that NMT was subject to a takeover approach.

That structure, introduced on November 26, came to an end on February 9 - two weeks after NMT ended takeover discussions with Zi Medical. In theory, that means that NMT will have to pay Volvere £140,000 including VAT for the two months to January 25.

Shareholders have raised questions over the fact that non-executive directors George Wardale and Lex Gold were said by NMT to have consulted the company's adviser, Shore Capital, and approved the fees agreement. Wardale joined the company just hours before the fee structure was announced.

NMT's shares closed at 57.5p on Friday, down from a peak of 62.5p when the new management fee structure was announced on February 10

[25october1969] 25/2/2006 13:03

It was in the Standard but I see the source was citywire and it is an absolute load of rubbish, they get the NAV wrong and have not figured out that Credit Agricole hold to hedge the Volvere CFD

TRADER TALK: Activist investment company Volvere, run by Lord Kalms and Jonathan Lander, has strengthened its grip on NMT Group, a 5.05 million developer of medical safety devices. Volvere has bought 135,659 shares, increasing its holding to 1.3 million shares, equivalent to 14.9 percent of the company. This makes it the second-largest shareholder after French investment bank Credit Agricole. One attraction of NMT is that it trades at a 30 percent discount to its last estimated net asset value of 83.3p per share. www.citywire.co.uk

[amorruso] 25/2/2006 11:08

25October1969 - 24 Feb'06 - 20:10 - 7281 of 7284

Hi Roy,

Can you expand on that?

Cheers,

Amo

[fernygrade] 25/2/2006 10:59

sorry 25th was not from standard cant afford that paper
f

[25october1969] 25/2/2006 09:54

Ferny - as usual the evening standard got it wrong , the correct figure is 69.5p

[fernygrade] 25/2/2006 00:05

AND FOR YOUR INFO THE NETT ASSETS PER SHARE IN NMT IS 85.3P PER SHARE

F

[25october1969] 24/2/2006 20:10

the whisper on the street is that this could be an interesting weekend

[wild bill] 24/2/2006 19:18

sorry for bringing that negative title back to life, let's stick to this one

for the sake of continuity here's the stuff from it.............



pc4900074200 - 22 Feb'06 - 13:54 - 56 of 59


Looks to me to be near the end for any shareholder of NMT.

The new tactics from Volvere look to be issue some news.
Just sufficient to raise the share 10% so they can take
Their fees under terms issued by them, unapproved by
Shareholders. They then continue being silent, allowing
the share price to drop again. When it bottoms to where
it started. More news will be issued and the price will
rise again. Allowing Volvere to take more money.

This will be repeated again and again until the pot is dry.

If you look closely at the Volvere thread

you will see that it is much like a 'closed shop'.
A small amount of the total shares are owned by PI's.

Taken from thread page?

It floated in December 2002 as a shell at £1, raising £3.4m. In May 2003 it acquired the Vectra Group from Amey for £2m cash. Major shareholders (take a good look at this roll-call of the rich and powerful) are:

Friedman Billings Ramsey Int 500,000 13.85
Neil Ashley • 500,000 13.85
Dawnay Day Intl Ltd 500,000 13.85
JP Morgan Fleming Asset Management 350,000 9.70
Jonathan Edward Lander • 350,000 9.70
United Gulf Bank 282,000 7.81
Dawnay Day Lander 250,000 6.93
Richard Bernard Kalms • 250,000 6.93
Harold Stanley Kalms • 250,000 6.93
Merrill Lynch Inv Mgmt Inc 200,000 5.54
Nicholas Paul Lander • 25,000 0.69
• = Director

So 95.78% of the shares are taken up as above - free float is just 4.22%, or around 150,000 shares!

Hence the lack of trading.

NMT shareholders may be lucky and it may be the plan to allow
a few PI's to remain in NMT. [That way they are controllable].

Lets see if I am correct, when it drops to 00:50p or there-about.

More news and another dip into the pot.

pc


25October1969 - 22 Feb'06 - 15:37 - 57 of 59


pc they can only take a fee when it rises to a new high, yo yo effect gives them no fees

pc4900074200 - 22 Feb'06 - 15:50 - 58 of 59


Thats a blessing, but now they have 29.9%
how long before they take everything?

pc

FERNYGRADE - 22 Feb'06 - 22:26 - 59 of 59


PC you are missing the point, the name of the game is to smooth the way for this share to be swallowed by Baltimore next month. George Wardale is already on board, smoothing the way for His paymasters to gobble up NMT.

If the price dips it is because BLM has a strategy to get this company cheap to add to its on cash pile, the answer may be to buy BLM shares when the return to the market at the end of this month.
F

[fernygrade] 22/2/2006 22:26

PC you are missing the point, the name of the game is to smooth the way for this share to be swallowed by Baltimore next month. George Wardale is already on board, smoothing the way for His paymasters to gobble up NMT.

If the price dips it is because BLM has a strategy to get this company cheap to add to its on cash pile, the answer may be to buy BLM shares when the return to the market at the end of this month.
F

[pc4900074200] 22/2/2006 15:50

Thats a blessing, but now they have 29.9%
how long before they take everything?

pc

[pc4900074200] 22/2/2006 15:47

If we see a trade totaling 8710 or 0.1% or near
to that go thought they will have 30%.

pc

[pc4900074200] 22/2/2006 15:42

The net closes?

pc

[25october1969] 22/2/2006 15:37

pc they can only take a fee when it rises to a new high, yo yo effect gives them no fees

[pc4900074200] 22/2/2006 13:54

Looks to me to be near the end for any shareholder of NMT.

The new tactics from Volvere look to be issue some news.
Just sufficient to raise the share 10% so they can take
Their fees under terms issued by them, unapproved by
Shareholders. They then continue being silent, allowing
the share price to drop again. When it bottoms to where
it started. More news will be issued and the price will
rise again. Allowing Volvere to take more money.

This will be repeated again and again until the pot is dry.

If you look closely at the Volvere thread you will see that it is much like a 'closed shop'. A small amount of the total shares are owned by PI's.

Taken from thread page?

It floated in December 2002 as a shell at £1, raising £3.4m. In May 2003 it acquired the Vectra Group from Amey for £2m cash. Major shareholders (take a good look at this roll-call of the rich and powerful) are:

Friedman Billings Ramsey Int 500,000 13.85
Neil Ashley • 500,000 13.85
Dawnay Day Intl Ltd 500,000 13.85
JP Morgan Fleming Asset Management 350,000 9.70
Jonathan Edward Lander • 350,000 9.70
United Gulf Bank 282,000 7.81
Dawnay Day Lander 250,000 6.93
Richard Bernard Kalms • 250,000 6.93
Harold Stanley Kalms • 250,000 6.93
Merrill Lynch Inv Mgmt Inc 200,000 5.54
Nicholas Paul Lander • 25,000 0.69
• = Director

So 95.78% of the shares are taken up as above - free float is just 4.22%, or around 150,000 shares!

Hence the lack of trading.

NMT shareholders may be lucky and it may be the plan to allow
a few PI's to remain in NMT. [That way they are controllable].

Lets see if I am correct, when it drops to 00:50p or there-about.

More news and another dip into the pot.

pc

[pc4900074200] 21/2/2006 20:09

135,659 or 1.55% of company shares @ 00:59p [looks to be a buy]

Volvere going for the 30% and a buy-out?

pc

[pc4900074200] 21/2/2006 12:20

oops, did that spur the mm's too another drop?

pc

[pc4900074200] 21/2/2006 12:18

Lowest bid price since the flurry of RNS's.

Is this the start of the movement back to the low 00:50's.

At which point we no doubt will get another RNS which will
raise it back to the 00:60's and Volvere can then bleed off
more from the pot?

As shareholders / directors their fee's should have been placed
on the table for all shareholders to vote on.

pc

[pc4900074200] 21/2/2006 10:15

Fingers!!!!

LOL.

pc

:-]

Edit: still shaking from the cold or the drop in price?

[wild bill] 21/2/2006 10:12

oops - a DP

[wild bill] 21/2/2006 10:12

correct, white out over at Frenchies, had a great time

[pachandl] 21/2/2006 10:09

I assume the "white" refers to snow? Unlike the share price which appears rather red.

[wild bill] 20/2/2006 14:52

white in here

[fernygrade] 16/2/2006 14:04

Beware Baltimore is coming to get you!!!!!!!!!!!