Norman Hay Share Discussion Threads

[1tx] 13/11/2019 11:04

The Declaration of Solvency now shown at Companies House,check under Norman Hay it is a free service, indicates we have net funds of £71,736,203 as of 30 Oct 2019.I assume this is after net cash cost of share options outstanding due to Directors and other employees have been settled as no cost for these is included in outstanding liabilities.
Divide by the number of shares in issue and you will get the approx return we will get per share.Although the letter sent by Peter Hay to shareholders on 11th October suggested a return of most funds "within a few months" I would not be surprised if a major return was made sometime in December but it is up to liquidator.

[moneybags] 12/11/2019 08:54

Hi, Is there any news out yet as regards how much the shareholder will be getting per share.....?

Regards , Moneybags, Tax Free Heaven, Isle of Man

[ed 123] 20/10/2019 16:15

Gengulphus, Peter Hay would be able to explain. You could phone him?

Only my guess, but resolutions 1 and 2 concern the substantial matters. They will have been agreed by the Norman Hay board and that would be where they agreed to recommend to shareholders and stated their intention to vote their own shares accordingly. Resolutions 3, 4 and 5 are more administrative in nature and, reading the wording, may have been requested by the proposed Liquidators at a later date.

I'm happy with the 5 resolutions.

[gengulphus] 20/10/2019 15:16

royaloak, agreed and I've now posted my proxy form. It just struck me as odd that they have given "unanimously recommend that Shareholders vote in favour" advice about resolutions 1 and 2, but no advice about resolutions 3, 4 and 5, and wondered whether anyone knew of likely reasons. But no real problem if people don't...

Gengulphus

[royaloak] 18/10/2019 15:53

I'm no help Gengulphus in this area, I have just gone with the Directors, they have done a good job so far so I am taking their advice.

[gengulphus] 12/10/2019 10:55

Received a letter in the post this morning, saying that the company proposes a members' voluntary liquidation - i.e. basically to sell off the remaining company assets, settle the company's liabilities and the costs of the liquidation, and distribute the cash left at the end of that to shareholders. There will be a company meeting to approve this on 30 October 2019 and a proxy form for the votes at that meeting was enclosed. Those votes are about approving the liquidation, and assuming that passes, appointing the specific liquidators, approving a particular distribution method (*) and approving the basis on which the liquidators will charge for the job (which looks rather eye-watering to my rather inexperienced eye, but I suspect it's par for the course...).

It's noteworthy that the directors have unanimously said that they intend to vote in favour of the liquidation and the specific liquidators, but haven't stated any voting intention about the remaining resolutions. Not certain what to read into that non-statement, though!

(*) Resolution 3 authorises the liquidators to "distribute all or any part of the assets of the Company in specie to the shareholders in such proportion as they mutually agree". As most of the company's assets should currently be cash, I'd guess it's a routine measure intended to allow minor assets to be dealt with efficiently - but does anyone here actually know whether it is routine practice to have such a resolution for a members' voluntary liquidation?

Gengulphus

[ed 123] 12/10/2019 10:55

Got my letter from the registrars this morning.

Proposal for a Members Voluntary Liquidation as a method of distributing to shareholders. Possibly two distributions to come, the bulk within a few months and the balance on the complete winding up.

It's a bit longer to wait but it must be the most economical way of doing it. Happy enough with this and will vote for it.

[davidosh] 02/10/2019 15:34

Quaker Houghton (NYSE: KWR) has closed its previously announced acquisition of the operating divisions of Norman Hay plc, a private UK company that provides specialty chemicals, operating equipment, and services to industrial end markets, for a purchase price of 80 million GBP (~$98 million at today's rates), subject to post-closing adjustments. Prior to close, Quaker Houghton received German regulatory approval as required.

The Company continues to expect the acquired divisions to have 2019 revenues of ~63 million GBP (~$77 million at today's rates) and adjusted EBITDA of ~11.3 million GBP (~$13.9 million at today's rates). The purchase price represents a multiple of ~7.1x of the divisions' projected 2019 adjusted EBITDA.

[ed 123] 02/10/2019 11:04

Thanks for the update, Forensic. :-)

I wonder why they only sold the operating divisions? Perhaps so that there is an entity to receive the funds and then make a winding up distribution? I hope so. Wouldn't want them to embark on acquisitions with the cash. I'm too old for that sort of timescale.

[forensic] 02/10/2019 10:17

Disposal has completed. Hopefully, will hear something soon from Norman Hay.https://www.prnewswire.com/news-releases/quaker-houghton-acquires-operating-divisions-of-norman-hay-plc-300929092.html

[3800] 30/8/2019 20:23

Could the Directors have awarded themselves more share options since that date? I am still rather hesitant to start cheering yet as there is no mention of cash distribuion which is of course what all shareholders are after.

[forensic] 30/8/2019 18:18

Directors share options need to be taken into account. As per Note 21 to 2017 Accounts there were 976,150 ordinary share options outstanding. This reduces the cash consideration to £5.06 per share. Still brilliant news, and a great reward for holding.

[southislandbrave] 30/8/2019 17:38

Well done PH and the BOD!
Agreed 5.40 per share for £80m consideration; but there is the net cash part as well.
Since end of 2017, there have been profits of say 8m in 2018, and may be another 8m this year to date, less tax and the 2017 final dividend; so there might be further 10m to come back to the shareholders as well?? (I think?)

[royaloak] 30/8/2019 16:34

Well done to him, he's done a brilliant job for us!

[ed 123] 30/8/2019 15:16

I've checked it from another source.

It's £5.40 per share.

I knew there was value, but this has exceeded my expectations.

(I think Peter Hay will collect £12 million.)

[royaloak] 30/8/2019 15:15

I think it will be cash, hope so, but what a performance if the share gets any where near £5, who would have thought it at the time we lost our listing!

[ed 123] 30/8/2019 14:56

Is it to be £5.38 per share?

No mention of a distribution? Maybe that will come?

The PLC is not being bought, so is there a plan? I'd much prefer to take the cash.

[royaloak] 30/8/2019 14:01

Here it is: Not all clear but important figure is enterprise value of £80M



29ft August2Ol9
Dear Fellow Shareholder
Update for All Shareholders
On the 10fr June we announced that we had received an expression of interest from a third party to acquire the Group's operating subsidiaries.
I am now pleased to be able to say that your Board of Directors has accepted an offer to sell all the Group's operating subsidiaries to the Quaker Chemical Corporation of Pennsylvania, USA, known publicly as Quaker Houghton.
These subsidiaries are:
Applied Surface Concepts Holdings Ltd. Norman Hay Engineering Ltd. Surface Technolory (East Kilbride) Limited. Surface Technologz (Holdings) Limited. Ultraseal International Group Limited.
The consideration for ttre acquisition amounts to an enterprise value of SSOm plus or minus --lret casftq thearrccise-amou-.-rtvi11 be clarified threughthe preparation of eompletio+- accounts, and your Directors are satisfied that this offer represents good value for all our shareholders
The acquisition will require German Antitrust approval which we do not envisage to be an issue. Approval should be con{irmed within the next 3O days at which point t}re acquisition will finally complete.
You will appreciate that the way forward for the Company depends on the outcome of the German Antitrust decision which is required to allow the proposed sale to complete.
Accordingly, we are currently taking advice and considering the options available for Norman Hay plc once the sale has completed and expect to be able to provide shareholders with a further update shortly after we have some certainty that the sale will proceed as anticipated.
I would like to thank you again for your continuing patience.
Yours faithfully
Peter L Hay Chairman
ill 1i
-OVA,la
Lyons Park Coventry CVs gPF United Kingdom T [phone]

[royaloak] 30/8/2019 13:42

Good News Guys. Received my letter, you will find all details enclosed, looks very, very good to me!

hxxps://www.assetmatch.com/app/OurCompanies/CompanyProfile?companyId=1453

[ed 123] 08/8/2019 23:06

Royaloak,

Apologies, just seen your reply of 11 June. Yes, management have been excellent. I visited them a few years back and met Peter Hay and Victor Bellanti. That was when they were at the old Coventry site.

SouthIslandBrave. I'm not surprised. I wouldn't buy a UK business atm. Too much uncertainty around politics, trading relationships, tariffs and suchlike. The silver lining for an overseas buyer would be the value of Sterling.

Maybe the interest has died? Nothing we small holders can do but wait.

[southislandbrave] 08/8/2019 22:46

Seems rather a long delay since the very bullish letter from the Chairman. In addition,the letter that was posted on the asset match website seems to have been removed. Does not look too good?? SIB

[royaloak] 11/6/2019 15:28

Hi Ed, IAE those were the days, that company made and lost many fortunes!

I hung on because they just seemed value and paid a nice dividend, and what a good job they made of it, credit to the Management, how many companies de-list and prosper!

Think all of us holders will have an interesting time ahead. Best Wishes.

[ed 123] 11/6/2019 14:40

I got the letter too.

Although no price indication in the letter, we might get 200p per share for our holdings, Royaloak?

I'll happily take the money if the offer comes and if it's recommended by the Board.

There are no guarantees about the future. How many times do seemingly high performing businesses stumble? Different sector and different circumstances, but you'll remember Ithaca turning down a tentative c.200p offer only to see their shares later fall to 19p.

Agree, then there's the challenge of where to re-invest ……... I can live with that.

Ps. Well done for holding on!

[royaloak] 11/6/2019 14:19

Here's the letter, had a problem copying it earlier


10th June 2019
Dear Fellow Shareholder
2018 was another record year for the Group.
Unaudited results show Operating Profit of £8.0m (2017: £4.4m) on sales of £59.9m
(2017: £52.3m) and trading through the first quarter of 2019 has continued to be
similarly robust.
The rapid growth we are experiencing in our international business made it sensible
for us to move our banking to HSBC and, at the same time, to rationalise and
streamline the Group’s operating structure.
This root and branch reorganisation has taken a significant length of time as well
as consuming a high level of our internal resources.
Additionally, we have received an expression of interest from a third party to
acquire the Group’s operating subsidiaries.
These two things combined have led us to the decision that it is in the best interests
of all shareholders, for us to:
• Delay the completion of our Annual Report & Accounts for 2018 to include the
audited figures for the Group and its streamlined operating subsidiaries, and
• Suspend trading in our shares on Asset Match whilst we take stock of the
situation.
As a result, the date of our AGM will inevitably be delayed
We are doing our utmost to keep this delay to the minimum possible and will advise
all shareholders simultaneously when we have any further information that we are
able to share.
Let me re-iterate, 2018 was another record year and your Board is very confident

[royaloak] 11/6/2019 14:14

Disappointing news for me in circular received today, share trading suspended.

Profits almost doubled, and there has been an expression of interest from a third party to acquire the Groups operating subsidiaries.........etc etc.....

The bonus is of course we should achieve an attractive price, a pity because the dividend would have continued to increase significantly from year to year in my opinion.