Opd Share Discussion Threads

[jeffian] 01/12/2009 10:54

Quite interesting to see what is going on at Mitchells & Butlers (MAB). In that case, it is the Board seeking to protect themselves against a group of shareholders, whereas at OPD it was the other way around(!), but both cases demonstrate that the Takeover Panel is useless in these situations. When common sense - and, indeed, evidence - indicates the existence of a Concert Party (a group of shareholders acting together to further their own interests at the expense of other shareholders), any complaint to the TP seems to elicit this sort of exchange -
Complainant to Takeover Panel: "Oi, we're being stitched up by a Concert Party"
Takeover Panel to Concert Party: "Are you a Concert Party?"
Concert Party to Takeover Panel: "No."
Takeover Panel to Complainant: "We have no evidence of the existence of a Concert Party."

Doh!

[crita1] 24/9/2009 15:38

Boggis-Rolfe made a mistake hiring an incompetant banker and has had to relinquish the search.

Shouldn't be long before him and Virginia will be off to start up their own company and how stupid will Hearn look then. Oxbridge and Chartered Accountant but his arrogance makes him do such stupid things.

[davidosh] 18/9/2009 15:29

Blimey this is really moving now. All credit to those of us who attended the AGM, held on and stood firm against that derisory offer.

[jeffian] 18/9/2009 15:26

And up she goes.

[jeffian] 16/9/2009 19:49

Indeed they are. Disregarding 'exceptionals' such as the botched takeover of Imprint and the write-off for the overpayment for Odgers (neither, hopefully, to be repeated), they made an operating profit of nearly £10m last year and an after-tax income around £6.2m which equates to earnings per share around 23p. You can apply whatever multiple you like to that but, even if there is further weakness of net fee income in the short term, it is unlikely to be the 2.48x that Hearn and his cronies set the bid at.

[crita1] 15/9/2009 20:14

There were more traded on Plus markets than on the LSE. Anyway they are worth more than what they are trading at.

[jeffian] 15/9/2009 13:53

Although ADVFN's charts haven't picked it up, this is being marked up 2.25p today (Bid 58 / Offer 61).

LOL! There is life after death.

[jeffian] 04/9/2009 00:42

I don't know, david, but I'm sure there's nothing untoward about the Foundation gift shares as there are 3 upstanding Trustees to see fair play; Peter Hearn, Michael Hearn and John Pike. Funnily enough, 'John Pike' is the same name as Peter Hearn's co-Director in Offerco, but I'm sure that's just a coincidence.

[davidosh] 03/9/2009 19:03

These maiden names and married names are confusing

Why would anyone give Peter Hearn £1m shares for free via his foundation ?

Was it officially explained ?

Is Virginia Bottomley anyones aunt by any chance ? LOL

[jeffian] 03/9/2009 17:48

I don't know, but I also don't know why she still has any as she was listed in the Offer Document as having given an 'irrevocable undertaking' to accept the offer for her shares. Hmmmm! I'm not sure whether the relationships between all these parties was recognised in considering the 'concert party' test. Is it commonly known that 'Marilyn Lee' is Peter Hearn's sister? The supposed arms-length relationship with CEO Francesca Robinson also attracted my interest when she gave over £1m-worth of OPD shares for free to the Hearn Foundation in April 2007, albeit she appears in their accounts as 'F. Carter'. Hey ho, I'm sure it's all above board but it's a strange old world down at OPD!

[crita1] 03/9/2009 16:33

Sorry, I misread the posting, you are absolutely right. Thank you for that. Why do you think that she is building up a stake?

[jeffian] 03/9/2009 16:15

Eh? How did you get that? Surely she has increased her holding - she had 2.82% at the time of the bid and now has over 3%.

[crita1] 03/9/2009 16:00

Peter Hearn's sister sold out all her OPD shares yesterday, I wonder why she didn't sell them to Offerco.

[jeffian] 28/8/2009 16:32

Yes I noticed that (the costs) but I thought the bigger conundrum was the continued references to selling off Odgers (though I note that they are now talking about a partial disposal - "the Board commented that it was
considering either raising additional funds through a rights issue or through
the disposal of part of the equity in its operating subsidiaries to their
management. Both strategies remain under consideration by the Board."). Odgers currently provide around 65% of the net fee income - there isn't much of a business left without them!

Regards, Ian

[davidosh] 28/8/2009 16:15

No doubt OPD picked up the tabb for doing us long suffering shareholders such a favour !!

[jeffian] 21/8/2009 22:50

Thank you, alderman, for that comprehensive reply. I raised it here because, in the case of OPD, management have recently been involved in an attempt to take the company private on terms which a substantial minority of shareholders found unacceptable and their method has been to present the company's position in the most unattractive light (waived dividends, huge asset write-downs etc) so I wouldn't put it past them to be pursuing such a claim without publicising the fact to shareholders!

[alderman] 21/8/2009 22:25

These payments will relate to claims for overpaid VAT, which were originally disallowed due to legislation introduced in July 1996 to limit the period for which retrospective claims could be made, to 3 years - referred to as 'capping' of claims. This was challenged in the courts, and eventually decided in the European court decision in the joint cases of Michael Fleming and Conde Nast, delivered in January 2007. This ruled partly in the taxpayers favour, stating that because the legislation had been incorrectly introduced, without a transitional period, it could not stand. But only in respect of claims for tax periods up to May 1997. After that the legislation was held to be effective, and claims for periods after that date were restricted to 3 years from the date they were made.

Claims were invited from taxpayers in respect of errors which they believed had been made in 'uncapped' periods. The time limit for registering such claims expired on 31/3/09. Many businesses had made claims to protect their position pending the court process, at an earlier date, which appears to have been the case with Micheal Page.

It would seem that the payment made to them relates to the periods covered by this decision. Also that they submitted a revised claim shortly before the 31/3/09 deadline expired. Expectations of further windfalls should be cautious. Many of the claims made, which totalled over £8 billion for the UK, were considered to be in the 'adventurous' category by HMRC, based on flimsy evidence, and significantly influenced by the rich pickings available to professional advisers in contingent fees where claims were successful.

Also, a further recent decision, in the Scottish Equitable case, has confirmed that the 'capping' legislation is valid from 1997, so claims after that will not succeed. Because of the volume of claims, which came in a short period, and the scrutiny being undertaken because of the potential overall effect on the national exchequer, it will take time for many to be resolved, and many will be rejected. However, I understand that HMRC hope to deal with them all by March 2010.

There will, of course, not even be a potential windfall if a business has not put in a claim - it is now too late. These claims are not particular to this, or any other industries, they may apply to any VAT registered business which considered it made mistakes resulting in a net overpayment of VAT, and which put in a claim. Very dull, I'm afraid, but big money for some.

[jeffian] 21/8/2009 11:36

Spotted this in the MPI interim results. Does anyone know what it relates to and whether it is generic to the industry or specific to MPI?

"4. Non recurring items (NRI)

In 2003, Michael Page International plc (MPI) submitted an initial claim to Her
Majesty's Revenue & Customs (HMRC) for overpaid VAT, which was rejected. MPI
appealed and subsequently filed amended claims covering the period from 1980 to
2004. HMRC has partly settled these claims with a payment to MPI of GBP26.5m,
net of fees. On 1 July 2009, MPI received statutory interest on this amount of
GBP10.5m, net of fees. These amounts have been recognised in the period, net of
fees, within operating profit and finance income respectively. The related fees
payable on these refunds amounted to 25% of the gross claims. Taxation of
GBP10.4m on non recurring items, net of expenses, has been provided representing an effective tax rate of 28.0%.

In March 2009, MPI filed amended claims for a further GBP80m, net of fees, for
overpaid VAT covering the period from 1980 to 2004. There remains considerable
uncertainty over the length of time to finalise these claims and the final
additional amount, if any, of overpaid VAT and statutory interest that will
ultimately be received by MPI from HMRC."

Is there a windfall in the offing to help re-fill the coffers?

[davidosh] 29/7/2009 19:15

It is almost certainly so that they can be independent from the board whilst buying back Odgers at a fraction of the price paid for it.

[davidosh] 29/7/2009 16:33

Virginia and Richard have resigned from the board. They found it difficult finding the time to attend board meetings and Agms !!

[jeffian] 25/7/2009 14:36

So, hardly any additional acceptances and offer closes with Hearn and his cronies holding 63%. Obviously Schroders, Gartmore and AXA have stood firm which is a good thing. Would like to think they just knuckle down and run it for all our benefits now. I can see that they might go for some sort of capital-raising, but I don't understand the logic of looking to sell off Odgers, presumably at less than they've just paid for it, as it seems to be the 'jewel in the crown'. Be interesting to see the next move.

Regards, Ian

[jeffian] 22/7/2009 18:55

Effectively, I would have thought the answer is 'not a lot'. Ordinary Resolutions require 50%+ majority; Special Resolutions require 75%+

They've obviously just twigged that although Resolution 10 (authority to allot shares) was included under the heading 'Special Business', it actually said "10. To consider and, if thought fit, pass the following resolution as an ordinary resolution".

I don't think it makes much difference to the bigger picture, the takeover, to which we will know the answer in a couple of days.

Regards, Ian

[crita1] 22/7/2009 18:08

Does anyone know what are the possible implications of the amendment to the AGM vote?