Opd Share Discussion Threads

[graniteboyo] 19/5/2009 22:02

dell you are probably correct, on further reading of Rule 9 i think we can only deduce P. Hearn isn't obliged to pay highest price in previous 12 months unless he and/or persons acting in concert have 30% of which he hasn't so i guess he can offer what he likes unfortunately.

davidosh i'm reluctant to give email as i've had a bad experience doing so on ADVFN in the past, although i don't doubt your intentions are sincere.

[dell314] 19/5/2009 21:24

I see Schroders added yesterday. I wonder if they're just planning to skim a few pence per share from Hearn, or whether they've got a plan.

Graniteboyo - Doesn't Rule 9 only apply to an acquirer going over 29.9%?
I thought Hearn only had 26%, or thereabouts - Just enough to mean he can personally block any special resolution....

Rgds
dell

All IMHO, DYOR etc.

[davidosh] 19/5/2009 19:09

Graniteboyo....Do you really have 1.4m shares in OPD ? If so I think you need to speak to me and I need your email.

[davidosh] 19/5/2009 17:29

Have you asked the Takeover Panel or the advisers ?

[graniteboyo] 19/5/2009 17:24

Why have we not been offered 100p?

Guys i've had a fleeting glance through The Takeover Code and am mystified as to why P. Hearn isn't obliged to offer the highest price paid in the last 12 months, circa 100p. I must of missed something as surely P Hearn would be aware of a 12 month rule as to the offer price, perhaps someone can fathom it out.

The Takeover Code

9.5 CONSIDERATION TO BE OFFERED
(a) An offer made under Rule 9 must, in respect of each class of share
capital involved, be in cash or be accompanied by a cash alternative at
not less than the highest price paid by the offeror or any person acting
in concert with it for any interest in shares of that class during the
12 months prior to the announcement of that offer. The Panel should be
consulted where there is more than one class of share capital involved.

30.3.09

Page 132

[jeffian] 19/5/2009 16:43

No, I sold out of PSD at a handsome profit and haven't held OPD that long. Anyway, I know the answer to that question; they blew it all on acquisitions for which they're still making deferred payments to the former owners whilst writing £m's of the goodwill of those businesses in their accounts. Bizarre!

I was certainly going to go this time before news of the MBO came out and perhaps that will overtake events. In the meantime, I haven't actually received any hard copy of Annual Report and Accounts or the voting papers for the AGM. Has anyone else?

Regards, Ian

[davidosh] 19/5/2009 16:35

jeffian.....Have you been to an AGM to ask the directors what happened to all that net cash and why their poor performance still gained them huge bonuses ?

[jeffian] 19/5/2009 15:56

I don't, really. Peter Hearn owns around 27% of the equity outright and with other Directors and friends holds more, which effectively makes it bid-proof. Also not easy to see the rationale for buying before there is some certainty that the current downtrend in employment has bottomed, otherwise you are just paying hard cash for something which is going to be worth less in a year's time (think Lloyds / HBOS!). Thank goodness they didn't succeed in buying Imprint or they'd be in an even worse mess! I too held in PSD days (remember £13?!) and it's hard to think how a thriving company with £25m net cash in the bank has come to this. One would like to think they would get their heads down and work through the cycle but I fear owner/managers have the whip hand; if we don't do what they want they just punish us with passed dividends and share placings. Peter Simon tried the same thing at Monsoon, though his bluff was called and he had to pay a reasonable price to minority holders in the end. Perhaps that's the best we can hope for here. I'm in the '90%-Club' on this one so I doubt it makes much difference to me whatever the outcome.

8-(

Regards, Ian

[peterboroughmatt] 19/5/2009 15:29

So where do people see a counter bid coming from then and at what sort of price,these surely have to be worth £1 even in these times

Matt

[boozey] 15/5/2009 20:21

Isn't Virginia Bottomly part of this company? Was always going to be a disaster once she joined. Was widely regarded as the thickest Tory politician to hold cabinet office and the way she has overseen the demise of this company says it all. And then she paid herself a massive bonus. I wonder how much expenses she paid herself too.

Bless her. Hope she feels good about herself. Enjoy the proceeds Ginny ;)

Was a holder in the PSD days, was a good company then.

Robert Walters is a quality business. The question is when to buy for recovery. Answer: Not now.

[crita1] 15/5/2009 19:58

I am a bit of a novice in these situations but what will happen to the Chairman if his prospective bid fails? It is obvious that the shareholders cannot trust him. The recent remuneration resignation doesn't look good and the inner sanctum of directors, well what can I say.

Ive always wondered why over the years Francesca Robinson has been reminerated so well when the results have been les than mediocre. I feel so angry at this possible bid.

[davidosh] 15/5/2009 17:39

Graniteboyo....If you have a stake that large then you need to speak with me.

Do you have an email address that I can use ?

[graniteboyo] 15/5/2009 17:19

MBO, well they'll have to raise their offer to something closer to 80p before i part with my shares.

Back of the envelope stuff and pure guesswork so feel free to shoot me down.
A deeply discounted rights issue/placing like tw.(tw. heavily indebted unlike OPD)if anything could probably see the share price rise as any insolvency issues/working capital requirements short falls would be removed, as for dilution i don't imagine it would be too severe as long as you take it up because even if it was say 2 for 1 at 25p it would raise £13m if underwritten but doubt they need anywhere near that much. 50p+25+25=100p divided by 3 = 33p. Would be 80m shares in issue but considering the share price has fallen from £4 to 50p their would be plenty of room for the share price to treble and some as the economic cycle recovers. Many other sp's have risen on news of rights issue/have removed concerns as to solvency ie inch, tpk and several property comps amongst others.

PS. Could well be a counter offer.

[charlatan1] 15/5/2009 13:30

What about a counter offer from one of the larger listed players, loose change to them.

[davidosh] 15/5/2009 12:45

The AGM is on the 30th June....So many questions will need to be answered but Schroders should state that they will not accept a lowball bid and then the business can be run for the benefit of all shareholders without distraction.

[charlatan1] 15/5/2009 12:45

Interesting, could flush out other bidder.

[nigelpm] 15/5/2009 12:31

Absolutely Dave.

This borders on criminal to my mind.

[davidosh] 15/5/2009 12:30

The bonuses were still agreed and paid two weeks ago and yet dire trading may necessitate a fund raising !!??

Mr Hearn was buying very heavily at higher prices. Why should shareholders want to give up at the bottom of the market ??

[nigelpm] 15/5/2009 12:26

This is outrageous:



Basically they've waited until the price was rock bottom to make an offer for the business that significantly undervalues its potential.

Not a shareholder but my would I be angry if I was.

And a very "convenient" black trading statement as well.


IMHO, there should be something brought into the Companies Act to prevent these kind of opportunistic bids from being allowed - perhaps a bid made by management/insiders must be at a price no less than the average over the past three years.

Any thoughts?

[strollingmolby] 15/5/2009 12:22

So that's why Peter Hearn has been buying in dribs and drabs for so long to get to 26%+. Time to mobilise the institutional holders against this (as well as against approving the 2008 Remuneration Report)

[charlatan1] 15/5/2009 12:13

57p, derisory,...vastly undervalued trying to buy us out at the bottom of the mkt.

[davidosh] 08/5/2009 10:51

How were the bonuses and salary increases at RWA ?

This story was in the FT which sheds a poor light on management and worries me how motivated staff will be if all around them are losing jobs and unable to be placed in new positions whilst directors get handsome salary uplifts and very large bonus payments.



Meanwhile us poor shareholders are paid nothing as the dividend is stopped.

[mt67] 08/5/2009 09:26

Trading is getting worse at RWA, doesn't bode well here in the short term.

RNS Number : 9021R
Robert Walters PLC
08 May 2009

?
8 MAY 2009

ROBERT WALTERS PLC
("Robert Walters", "the Company" or "the Group")



INTERIM MANAGEMENT STATEMENT

Robert Walters is today publishing its Interim Management Statement for the four
month period from 1 January 2009 to 30 April 2009. This statement will be read
by Philip Aiken, Chairman of the Company, at the Robert Walters Annual General
Meeting, which commences at 10.00am today:
"Trading conditions across all of our markets remain very challenging. As stated
in our 2008 year-end results announcement, net fee income declined by 21% in
January and February of this year. The rate of decline increased in March and April, with net fee income down 28% in the first four months of the year
compared to the comparative period in 2008.
"We continue to react quickly to market conditions and have further cut our cost
base, with headcount reduced by 249, since the beginning of the year, to 1,322.
Related one-off costs and the adverse market conditions make it probable that
the Group will report a loss for the first six months of the year. The Group's
interim results will be announced on Friday 28 August 2009.
"The Group's balance sheet and cash position remain strong - our strategy is to
manage the current downturn as effectively as possible, whilst preserving the
breadth of disciplines and geographic coverage to enable the Group to take full
advantage when the market recovers".

[jeffian] 08/5/2009 00:01

Thanks, davidosh. Yes, I saw the AR had been 'delayed' but wondered why I hadn't received hard copy as at 7/5 when RNS went out 1/5.

I was thinking of attending the AGM, other commitments permitting. I'm a dividend tart, me. Divis are fundamental to my investment strategy and, whilst I can understand why they may have to be cut or waived entirely in certain cases, I'm struggling to understand it in this case when 'underlying earnings' (i.e. excluding exceptionals) provide a comfortable 2.35x cover based on last year's divi. This is exacerbated by the fact that over £9m hit on P&L account arose from management's cack-handed attempt to takeover Imprint and a write-off against previous acquisitions for which they had overpaid which brings into question the bonuses referred to in several posts above.

If they won't pay a divi, it must either mean that cash is so short they can't afford it or forward conditions are so dire they need to conserve cash - in which case how is it the shareholders (owners of the business) get hammered while management (perpetrators of the crimes) get rewarded? I might just go and ask.

Regards, Ian