Orchid Developments Share Discussion Threads

[markt] 28/11/2012 13:40

"LuckyNickyBoy 28 Nov'12 - 13:13 - 140 of 141 0 0

markt - pour yourself a whisky, log off for a day and try and wind down. Just try it, you might feel better. I know we will.
LNB"

I do apologies for my many posts...and being wound up about this subject (partly due to the restricted time available)....

but

if you get 10k or 20k out of this....instead of 200 quid....
maybe you'll be a bit more grateful and thank me then

(my loss or gain is not that big a deal....160k shares....
whereas some of you have 1/2M shares....your possible benefit if

"No one else" on this msg. brd. was aware of the large % of OCH that dirs. would end up with or that they can then also gets ownership of the small % left by making their pay a loan and securing on the small % that shareholders, like you, would/will own in the hotel and the land. (you perhaps have not grasped the full situation, 'cause you havent done any sums)

[markt] 28/11/2012 13:32

EXCELLENT !!!!!!!!!!!!!!!!!!!!!!!!!


......jungle drums tell me that some of the IIs are

- aware of the situation and the reality of the terms of the offer
- not happy
- communicating between themselves and to the co. broker


----

What next ?

Anyone know in detail about the process for an EGM and share offer and how to stop of change it ?

If the IIs have a big vote, which I believe is the case in OCH (but noting that the 2 exec. dirs. have a big chunk 30%, and Shore Cap and their clients have a few % I guess....but I dont think they have enough to get 50%

and Resol. 2 is a special resoln. so it maybe needs 75% not just 51%(any experts reading ?) in order to be approved

For an AGM (not EGM) I know that resolutions can be withdrawn, and just happens at the AGM !, very strange imo (imo an AGM agenda items to be voted should be voted !).

Personally, I would assume that a share offer could be withdrawn if the bod so instructed to the broker that has issued the offer document.
Since sending money is involved, so legally controlled process.....personally I would guess that if the process were to be stopped that it would happen sooner rather than later....to avoid returning money and starting the process again with new resolutions.

---

Another option perhaps is that the IIs agree with the directors a new set of limits for % of the co. that the dirs. can get their hands on...and at what price and when etc....


Or perhaps that the IIs and bod agree that the co. is in fact already in administration...and be better to call in official administrator...and in that case the IIs remain with 100% of their shareholdings in OCH assetts incl. divisions with no debt...and hence have high probability of receiving assetts as part of an expected distribution from an administrator. And the GM and Orchid Gdns and any divisions with debt ...can sink or swim as fate determines, largely in the hands of the banks, whether they let OCH fail certain repayment conditions.

Or

Or

-----

Note
this message is written in good faith....
but....the legal process of share offer is still in place, with its deadlines...

and no advice is given, consult your financial adviser, NAG, DYOR etc and etc !
Each person has to make their own decisions based on own priorities and opinions.

[luckynickyboy] 28/11/2012 13:13

markt - pour yourself a whisky, log off for a day and try and wind down. Just try it, you might feel better. I know we will.
LNB

[jack1236] 28/11/2012 12:40

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[markt] 28/11/2012 12:33

Sorry to post again.

but people should be aware that there is a history in the UK of things like
- asset stripping of listed companies
- gaining personal benefit by buying useful or valuable assets from a company in problems or going into administration

and dodgy deals in that area

I can tell you know of 1 that springs to mind....

Seymour Pierce/Talisman House
A board member of Sp/THS was a large shareholder in a company that bought apparently an excellent part of SP/THS....for peanuts
..if I recall....perhaps it was a P.Harrison or Harris....was I think the chairman
....and later people were saying that he was a major shareholder in the co. that was the buyer. So effectively selling to himself. (luckily I had bailed out earlier)

(its all over the Talisman House and Seymour Pierce old msg boards)

That type of thing, is, imho very common. Often after a co. de-lists, then there is no RNS !...and once a co. is delisted....no one in the press or media or stk mkt arena really gives a damn imo ! (they cant make or lose any money on an unlisted co !)

(The assets inside say a tech. or medical co. can often be worth, in reality much more than the shares. And the big fish know that ..and often swoop in a buy the patent, or the technology part ..for peanuts if no one else is interested. If pay peanuts then shareholders get peanuts or zero).
Inside OCH I am sure that some of the land assets are probably good little nuggets if you take a 10 year view and are willing to wait till the next building cycle. Shareholders need to be sure, imho to be the shareholders/owners then, and not the 2 exec. dirs !

[greedfear] 28/11/2012 12:32

I'm sure you mean well, but frankly I think all you do is being counterproductive.

You will not change one single thing but only scare people into fleeing to the exit.

That's my opinion and I'll leave it to that.

[markt] 28/11/2012 12:22

I propose

Midas- 'Bump'

Henderson- 'Knigel'

Progressive- 'Thaarg'

Value- 'Lucky'


-----

imho there are thousands of euros of assets with no debt inside OCH at stake for each one of you.

your % of the hotel
your % of the land

...and also your % of the GM and your % of Orchid Gdns, Varna Hills, Sofia Hills.... (Ok, the banks may take the last 2)

and whether you are happy to transfer most of that to the 2 exec. dirs. ...mostly just for cancelling the debt for their salary..and salary for 2013...and salary for 12 month notice !!


If people want to sit back and do nothing......or want to try to direct the vote to go the way that they think is best for them....in your hands.
(I have devoted many hours to all this already.....I cant do it all
I have discovered imho what is going on, and very easy for you to do simple sums and decide if you agree or not....)

[greedfear] 28/11/2012 12:20

Simple question: how are the directors to be removed?
They hold approx 30 million shares.
Over 30 million other votes are needed to get that done!
You thinks it's realistic to think that you can get almost 50% of shareholders other than directors to vote?

You've just got to deal with the fact that it's out of (y)our control.

I can think of a lot of solutions/possibilities that would turn out better for us PI's.
But it's out of our hands. You either trust the directors to act with our interests in mind as well or you don't.

If you do not trust them: sell as soon as you can. You'll get a better price then you would have if they issued at 1p.

[markt] 28/11/2012 12:15

"roughandtumbleone 27 Nov'12 - 10:58 - 114 of 134 0 0(premium)

Bump,

I wasn't saying he hadn't emailed them but just stating channelling efforts into long ADVFN posts vs contacting Midas, Henderson, Progressive, Value etc would be time better spent."

Is anyone willing to act as liason person to IIs ?

send them an e-mail or 2 and try to get them interested, motivated

And telephone any II where no e-mail address can be found.

(no e-mail address was found for Value Investments....but maybe someone can find an e-mail address for them...and then e-mail them !....or better still telephone them...

Value Investments Ltd are NOT a big II.....it could be a Ltd company that invests for 1 big investor or a group of investors (there are tax benefits to investing via a Ltd co)

Val. Investments paid around 5p....bt, went over 3% in early 2012.....
so....imho they WILL be interested in their investment....

whereas any big investment company that has billions invested around the globe
and hundreds of staff...and investing other people's money...and their OCH shares are worth 0.0004% of one of their funds....then they may not care at all....
BUT if a PI asked them nicely to please care...and please consider the subject...and please use your votes....because it will help that PI and the money is important to that PI...then the fund may listen and act.....
as a favour...a person to person favour...hence needs personal contact, ideally phone call

Could even split up the task
One II to each poster on ADVFN...then it is not much work

[markt] 28/11/2012 12:00

Police

Is anyone able/willing to go to the police and submit an allegation ?

I'm serious.

(I'm not in the UK in November so I cant do it)

Against
- OCH
- LSE
- the UK Public Administration, (include FSA etc)
- Shore Capital

There are imo 4 main parties involved, as above.

If any law or regulation has or is being broken, and by who, or any complicity and how much, then only the legal system can decide.

----

the regulators are there to protect the public and shareholders.

There is the Company Act 2006 and Share Issue Act.
and laws that prohibit obtaining goods, services or money by misrepresentation.

the laws and regulations are there to protect the public and shareholders.
the police and the regulators are paid for by the people, they are there to work for us, for free !

If we use them or can not be bothered...that is up to us.

BUT

do not cry after the event.

If OCH becomes majority owned by the 2 exec. dirs....or OCH de-lists or...
then any claim or complaint will have to go to the Cayman Islands !
and the address is a Post Office Box !
(and Cayman Islands is a tax haven...and company haven, that is its function
it probably has no legal agreement with any other country in the world !
and their Company Act is perhaps 1 single sided sheet of A4 that says 'Companies and directors may do anything they want, whenever they want ' !!)

.....so dont expect much success there !
----

And if the vote is approved....then legally.....any liability may be wiped out....or at least be very difficult to prove.....
since the defence is clear, "the majority agreed, if you want to sue then you have to sue "the majority", it was them that made the decision; and of course you cant sure "the majority".....and company law probably strictly prohibits that shareholders can be sued (except some of them!, if they act intentionally in a fraudulent way, but a difficult case), that is part of the whole idea of being a shareholder"

[markt] 28/11/2012 11:27

OK girls

Are any of you awake ....or have more than 2 brain cells ?!

Yes ?

OK, please post the % of OCH that the dirs. will hold if the share offer takes place, for these 3 cases

(when you do, you will I think, agree 100% with ALL of my posts over the last X days, that this share offer is a con, a rip off, a transfer of assets from shareholders to the dirs...and for virtually 0 MONEY, just for SALARY !!! )


1) Case 1

Shareholders take up 0 new shares and the 2 exec dirs take up all the shares they are allowed.


Number of shares owned by dirs.
total number of shares
% of OCH owned by dirs = ?


2) Case 2

Shareholders take up 1/2 of their possible new shares and the 2 exec dirs take up all the shares they are allowed.


Number of shares owned by dirs.
total number of shares
% of OCH owned by dirs = ?



3) Case 1 then followed by the exec. dirs issuing all the remaining unexercised shares to themselves (as allowed by the EGM resolutions, anyone bothered to read it !!?? )

4) Case 3 then followed by

directors converting the existing debt owed to them from 2009 bonus, see the offer document !!, into remaining value in the hotel and the land that is not already owned by them. (If they own 80% of OCH at that moment, then the part they dont own is 20%. If the hotel has a sale value of 3ME then 20% has a value of 0.6M.
The debt is 0.6M I think.

5) Case 5

Case 4 then followed by repeating the case 4 process.....but for

converting the 12 months contract termination condition (which is a liability, debt) ( 0.6ME)


6) As summary, now write what is the value in MEuros of the % in the hotel (has no debt at this moment) that is owned by the shareholders other than the 2 exec. dirs.

and the value in MEuros of the % in the land asset (has no debt at this moment) that is owned by the shareholders other than the 2 exec. dirs.

and the % of the GM that is now owned by the shareholders other than the 2 exec. dirs.

and the % of Orchid Gdns that is now owned by the shareholders other than the 2 exec. dirs.


You will find that the shareholders
- own essentially 0% of the assets in the 2 divisions that have no debt (hotel and land divisions)
- own a small % (maybe 10%) of the GM and of Orchid Gdns and of Sofia Hills and of Varna Hills (and the probability is , imho, that these assets will be 100% owned by the banks because OCH has previously failed numerous repayments...and has many repayments to make, 15ME and 45ME in 2013, and OCH has no money and low chance of obtaining enough sales to pay these loans and if they do, to have any profit after paying off the bank loans.
---

Si, imho, I am 100% sure that shareholders are about to be royally and truly shafted.

Loosen those belts...and pass round the vaseline !.

If you vote in favour of it all, only got yourselves to blame imho.


-----

If anyone understands differentation......integration......inflexion point....
you will find that there is an inflexion point in the return to the exec. dirs ...comparing the benefits of issuing new shares to themselves instead of salary ...calling the debt a loan !! and fixing an asset of OCH as security for that debt
(in a recent RNS they already did this, so they know all about it...and how to do it....they NOW have first charge on some land.....after the share issue, if it happens (I dont think it will since shareholders are not, I hope, completely brain dead !)

[jack1236] 28/11/2012 07:40

In a 'nutshell'.

You just need to look at the 'shenanigans' between 12/01/12 - 17/02/12 -

'the approach' -
the price goes up -
'the EGM' -
shareholders vote in favour of resolutions -
they get their salary in shares -
they have 30% of the company -
'the approach' terminated.

I wouldn't be surprised if 'the approach' was from the directors themselves. Maybe they changed strategy, there's a better way of getting their hands on the company. The long game.

Maybe they were going to offer £8.4m, but know they can get hold of the assets for virtually nothing. Don't expect anything from the advisers, their not up to the job, as long as they get paid, there isn't a lot of 'integrity' about.

O/T Example

Just as an example, UBS have been fined £29.7m for failing to prevent significant unauthorized trading that resulted in a substantial loss totaling £1.4 billion.

[luckynickyboy] 27/11/2012 23:32

greedfear 27 Nov'12 - 18:14 - 123 of 128 0 0
Good post, I agree it's better to have this option than none at all..

MarkT is starting to sound like he's a bit tied up in his own conspiracy theories.

[knigel] 27/11/2012 23:20

R & T, agree, I'm confused. I recall that MarkT stated that the (2) directors could obtain 39-63% of the revised share issue depending on take up. I think he is looking at the worse case position and there's quite a few PIs on the various threads who have stated they will be taking up their entitlements. Several are even applying for excess shares. Personally I am not rushing into a decision on taking up my entitlement as we still have 2 weeks.

[roughandtumbleone] 27/11/2012 23:09

MarkT,Your post 124 is misguided, misleading and wholly inaccurate. Are you sure you've read (and understood) the offer doc?Let's go through it tomorrow but I'm not seeing the motivations and allegations you're stating. IMO of course.

[greedfear] 27/11/2012 21:08

II's do not care. Have written this one off. If they did care they would have acted earlier. Personally I think they did not have the power to do so. Directors holding 30% of the shares have always been in the drivers seat.

Them getting a larger percentage now doesn't really make a lot of a difference. They were and remain in power.
In fact them owning a larger percentage of shares maybe more motivational for them getting assets sold.

[bumpkinroll] 27/11/2012 19:43

markt,

any response from the II's?

[markt] 27/11/2012 19:17

I've just read the share offer again.

Please note that the % that the directors can own after the offer can be MUCH HIGHER than people realise. Especially at any moment after the offer, since they have the right to issue any of the exercised shares, not pro rata. etc

As I have said before. imho it is all an intentional trick/misrepresentation by the exec. dirs., bod and Shore Capital. And imo the resolutions are BLACKMAIL.
You must agree that the 2 exec. dirs. buy most of the company and also convert future pay or other debt to shares.

they can convert 2013 salary to shares at 2.25p (whatever the share price is)
approx. 30M shares

they will convert 2012 salary to shares. approx. 30M shares.

And there is debt to the directors mentioned in the offer document. Bonus from 2009 !! 600k I think it says. Another 30M shares.

If shareholders take up 30M shares, 1/2 of their rights of 60M

and dirs. take up 30M and the extra they have offered to take up, unexercised rights....



You will find that dirs. will have 80-90%.

THEY CAN DE- LIST OCH !!...and office will then just be CAYMAN ISLANDS !! if you have a gripe !

At right time, they can secure any salary by land or hotel....
if sharehodlers only own 10-20% of those assets....then you can see
just a small debt will require the loss by PIs of that 10-20 %



Dirs. will own it all ...and pay almost ZERO. Paid for mostly just by taking their salaries and bonus as shares or as land !!

[greedfear] 27/11/2012 18:14

The company needs money.
Without money: ongoing suspension and ultimately liquidation.
I do not like suspension, nor do I like liquidation (with an uncertain outcome).

I prefer money being raised @2.25p instead of @1p (which it probably would have been otherwise).
I prefer having the option of participating instead of having no choice but to be left out. Not saying I will use that option, but I like having one.

I don't worry about what can happen in the future I take it as it comes.

What's needed now is money; money to buy us time (for things to change for the better?).

[b3thany] 27/11/2012 17:10

greedfear,

Are you for real? If the Open Offer share price is above market/suspension share price then it is time for maximum caution especially by a senior management team that underestimated the ramifications and longevity of the economic and banking crisis ie one that chose to proceed with projects and not mothballing/selling them instead, not been able to sell any asset for many months now to pay down loan but still remunerating themselves as if it was boom time.

What would you do if you took up your entitlement and soon after the lenders called in the outstanding loans or management then decided liquidation was a better option? Who do you think will mop up the "assets" when the lenders offload them in the open market on the cheap? YOU or management?

[greedfear] 27/11/2012 15:54

A lot of negativity here.

I prefer this solution to the one that we get confronted with too many times nowadays: very heavily discounted share issue where only II's, directors and alikes were able to participate in. Leaving PI's with very dilluted holdings and a very depressed share price.

At least we're offered the possibility of getting our hands on shares far below NAV while the company will be in a better financial position then it was before the placing.

[bumpkinroll] 27/11/2012 15:14

as markt has stated, Guy & Co have set this up to maximise the benefits to them from every angle - bottom line imo, is that there will be few takers of the offer & Guy & Co will step in with their offer of take up, get controlling share & milk it to maximise their return over the next twelve months. The only glimmer of light at the end of this tunnel is the proverbial asset disposal.....

[thailand] 27/11/2012 13:39

Has the price been set with that in mind? Hoping for minimal take up and therefore directors getting maximum allocation.