Orchid Developments Share Discussion Threads

[markt] 29/11/2012 11:07

Warning !

Other Balkans property company announces de-listing.




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If OCH de-lists...and the dirs. own more than the 30% they own today

THEN

imo OCH will have NO legal or regulatory link to the UK

so, if you or any shareholder or group of shareholders then has any complaint,
such as dirs. perhaps using the company for their own benefit, or paying themselves a high bonus (as per Stephen Dean at Voyager IT or Griffin !)
.or refusing to give up their 600KE/year pay

or claims that the offer document was intentional misrepresentation

or that the management of OCH has been 'dubious' since before the IPO

then any complaint would, imo, have to be taken to the Cayman Islands

(which of course imo no one will do, and with the use of trusts.....you may NEVER be able to pin down Bellport, the owners inside a Caymans trust are secret imo, the exec. dirs. could sell at any moment and no one would know)

the registered office is at a Post Box address!!.

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too get control of the co. the dirs. just need the new shares to be issued
If they get the new not pro rata shares...then they will in fact control the co..... even if sharesholders take up all their rights ....if dirs. have around 40% and < 50% they will control OCH....because many people never vote and impossible to get all people to vote against the dirs, even if the IIs and most shareholders do

[joeblogg2] 29/11/2012 09:26

mark I have searched companies house and not much on there regarding Value and address or number.

[jack1236] 29/11/2012 09:03

Loverat

Just read from the top down to just before the first post.

How many shares have you got?

Nick take a hike.

[nicklaroche] 28/11/2012 22:50

If you filter out markt, there will only be about 14 to read - should make it easier for you

[loverat] 28/11/2012 21:01

Blimey - what's all this about?

I received some offer documents the other day. Not sure I can wade through 162 posts though.

[markt] 28/11/2012 20:54

So,
just to highlight the key number from the previous post.



74% can be in hands of the 2 exec. dirs. if shareholders take up 0 shares.

74% of NAV for OCH of tens of millions of pounds, if we believe the accounts.

mostly in return just for salaries....and some for 2009 bonus ..and some for 12 month contract notice (it is a real debt/liability)

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The actual % can go to 100% for some assets imo. by taking the remaining unowned % instead of taking cash. (Ill explain another day, if not already in a past post)
Note, the dirs. have worded the offer doc. to say they can choose and decide on taking some debt as cash or shares as they want at the time !!!!

Looks to me like it is all organised so they can not loose !.
And they wont if the resolutions are approved !.

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R & T

Does the penny drop now ?!

(Am I the only 1 that do simple calculation or see obvious stuff !!, OK maybe not that obvious, since most people will actually 'believe' with the offer doc. says !!)
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A pat on the back for me from anyone ?!!

[markt] 28/11/2012 20:10

SHARE DILUTION CALCULATION

THIS POST IS ACTUALLY IMPORTANT. PLEASE READ:

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94M shares now.
Authorising 250M shares.
Authorising that dirs. can issue as and when they want, and not pro rata.


94M is 38% of 250M shares.

Option 1) If existing share holders apart from the directors take up 0 shares then

Directors can have, (they have various debts etc to be settled and 2013 salary, 2012 salary, 0.6M for 2009 bonus, 1 year salary payment when end contract (it is a real liability/debt for OCH), repayment of loan recently made to OCH etc etc and etc !!



156M shares to directors
They have 28M shares now.
Total number of shares that can be held by dirs. if resolutions are voted through (they can then approve more in the future !) = 25 M + 156M = 184M
Total no. = 250M

Dirs. could own 184M / 250M = 74%

74% of the hotel. 0 debt.
74% of the land company. 0 debt.
74% of Sofia Hills
74% of Varna Hills
74% .....


Cost for 156M new shares, approx. (some will actually be at 2.5p not at 2.25p, neg. difference)


dirs. get would get a lot of these shares (if others take 0)
instead of taking salary for 2012, 2013, 0.6M bonus from 2009, 12 months contract notice, repayment of recent loan...

ie. most of it would be without paying cash.

and the 8% bonus issue was without paying cash.

costs from dirs. are popping up left, right and centre !!

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Note.
In fact,...it would be imho to the dirs advantage after they own over X % of OCH to then change and instead of taking new shares to call any debt to them a loan, and secure that loan against an assett
such as the hotel or the land company. (they did this recently !!!!!!!)

If other shareholders only own 26% in say the hotel then it is only a value of X.
The dirs. may declare that they take that part of the hotel or land in exhange for the debt they have with OCH !!.
Just before doing it, it would be advantageous to declare that a vlauation has been done and market selling value is Y, which is a reduction vs the value given in the account. They then get a lot more for their debt !

That way, they can perhaps own 100% of the hotel and the land. And no debt on them. approx. 18ME value in the offer document.
If the other ventures get taken by the banks then they are 'sitting pretty'.

Then just wait 5 -10 years and then float again on a stock exchange, with a plan to build a lot of apartments or a Mall !! and multiply the NAV by 6 as looks to have happened with the OCH IPO. X 6 !!!!! (the IPO claimed a NAV for AFTER all the building was done AND SOLD !!, and imo it looks like people believed it !!
imho the IPO price was way way overpriced. (5M real NAV of existing assets was valued in the IPO at 40M, raised 18M. nuts imo. 'Fool born every minute' !).

At next building cycle the land could be worth a lot of money.

And us poor shareholders would perhaps own 0% of those things.

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imho it has all been
- carefully planned

(the bonus conditions may also come into play ...on returns above Xp then dirs get so much, XP now changes if issue more shares !!!!!!!
....and further clean out us poor shareholders, the shareholders paid tens of millions to create OCH. THey may end up getting nothing back, while the dirs. may end up owning almost all of it !!.

imho it is all VERY DUBIOUS !!!
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R & T, perhaps you understand better now where I am coming from !

R & T, maybe you can look at the effect of the new shares on the conditions for the dirs. getting any money from payments to shareholders being above X p ?
and tell us what the new limit price changes to, 20p I recall before, now will be lower, conditions will be after the share issue

(I feel like I am the only person doing any calcs. )

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Option 2) other shareholders take up 50%
Can someone else do this and then post ?

Option 3) other shareholders take up 100%.

Can someone else do this and then post ?

[markt] 28/11/2012 19:53

Knigel/joebloggs et al

can you perhaps organise amongst yourselves tomorrow that someone telephones to Value Investments Ltd and

- tell them there is a shareholder group
- what do they think about the offer doc. and proposed resolutions
- and try to get an e-mail address from them


(they have a website I think I recall, if you do a web search you'll find it....I recall in some small town in middle between London and Newcastle !, not so far from the A1
..any problems and can use companies house website to get the registered office address....)

[markt] 28/11/2012 19:49

"greedfear 28 Nov'12 - 19:32 - 157 of 158 0 0

If II's are to be involved I'll support better alternatives with my 500k holding."

ah cool, I will provisionally pencil in the thread header your 500k ...
takes us over 5% which is useful

1) Ru in favour of proposed new resolution A) as noted above in the thread header.


You have some proposed alternative resolutions that you would like ?

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The main players from shareholders side will I assume be the IIs in any new proposals....but we can come up with proposals...and try to get the IIs to take them on board.

The IIs have the biggest blocks of %, so what they decide they want will I assume be the only option....

the share bonus issue idea has gone to some of them.
the contact with IIs is in early days....

[greedfear] 28/11/2012 19:32

If II's are to be involved I'll support better alternatives with my 500k holding.

[markt] 28/11/2012 18:53

"KNIGEL 28 Nov'12 - 18:42 - 154 of 155 0 0

Markt, great proposal, basically a spin-off/demerger?"

Yes.
Very simple. Very cheap to do.
I have benefitted in the past from demerger.....you just receive a share cert. or the shares in your nominee account.

(the demerged companies would of course not be listed, since so small, and have to minimise costs......and have to wait to then sell hotel or whatever, so not immediate cash)

Fantastic thing in my opinion would be that
- can get these assets as far as possible away from OCH & OCH debts & OCH directors salaries !! (I propose that the IIs provide cheap directors, or use some company or trust manager, like Capita or similar)

and pro rata to existing shareholdings
and no cash subscription needed

[markt] 28/11/2012 18:48

Value of bonus issue

It is approx. 18M euros in assets with no debts in the hotel and the land company, if we believe the accounts (which we/I dont)

Joebloggs says he has 1%. That equates to 180k Euros.
Knigel and AN Other said they had around 1/2M shares. That equates to 96k Euros.

I have 0.2%. Equates to 36k euros.

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If the share offer where to happen, then most of the % you own in these assets will be moved to be owned by the exec. dirs, in exchange for their salaries for 2012 and 2013; and then for 2009 bonus 0.6M, and 12 months notice, both are liabilities. The directors could make the land or hotel security for these debts, the remaining small % that other shareholders would own, would be lost in order to pay these debts to the dirs.

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Any issue of new shares, today, I dont see any purpose in doing this at since the amounts to be raised look negligible versus to what OCH needs. Personally I think it is just a trick to transfer the assets to the 2 exec. dirs.
(sadly, the accounts numbers in the offer doc. are imho intentionally virtually useless to try to understand the cashflow situation for OCH, for me anyway, the current cash held is virtually 0 I assume (ref. previous loan from dirs for 100-200k, peanuts)...but the payments needed are given...and need payment at end of Nov and end of Dec and even with the proposed cash subscription these can NOT be paid (the dirs. salary debt will consume most of the cash raised, and re-pay the 200k loan to them)

and then 15ME in 2013 and 45ME repay or refinance before sept 2013 for the GM.
If OCH can wangle any way past these payments I dont know; but it is clear that shareholders can NOT pay them !!!!!; OCH must sink or swim without shareholder cash, the debt numbers are too big for shareholders to pay)

[knigel] 28/11/2012 18:42

Markt, great proposal, basically a spin-off/demerger? Just got home and HL have forwarded a hard copy of the open offer which will be more useful for me to reference. Happy to email Henderson but as you suggest, other posters must do the same to the other listed IIs.

[markt] 28/11/2012 18:35

JoeBloggs, Knigel, Lucky, timtim, Bump.....anyone else

What is your opinion on the proposal to do a bonus issue of the assets of the hotel company and the land company to existing shareholders, ex-rights 20 Nov, pro rata 1:1.

No debt. Separate companies. Existing companies as they are now. Just need to change the number of shares to 96M (or is it 94M) and then the OCH registrar to do a bonus issue.

Not linked to OCH debts etc.

And no current OCH director would be on the board at these 2 companies.

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And existing offer process, stop it.
And IIs and the bod make a new proposal to shareholders.
Personally I'd like the dirs. removed. And salary must be cut, eg. by 50%.
And past bonus conditions need to be reviewed/revisited.

(and R & T mentioned cancelling the 8-10% of new shares the dirs. received for a prior year bonus. Wow, some people do listen to me after all !!. (I would be all in favour). I was I think the only poster, +B3thany, on here that voted and argued against that share issue. No bonus payment was in fact due imho).
But difficult to go back on a past agreement, but if 'we' or the IIs are willing to consider removing the dirs. then perhaps in a trade off anything can be re-visited.
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BTW
With around 5%...imo we now have a voice ...we are a block of the votes, bigger I think than Value Investments for example. Excellent.

[markt] 28/11/2012 18:18

SHARE BONUS ISSUE. TO DISTRIBUTE THE HOTEL COMPANY AND THE LAND COMPANY TO EXISTING SHAREHOLDERS. PRO RATA. So cash subscription needed.

I've just altered the proposed "new resolutions" given in the thread header......

as a result of looking at the offer document over the last few days....
and posting on here....and reading the responses of other shareholders, some of whom are large shareholders....

and seeing that OCH is really stuffed imho !
the 1-2M that may be raised imo makes no difference !
and personally I doubt that AIM would re-admit OCH shares to be traded just after raising 1-2M

(OCH has a payment to make before end of Nov 2012....and some payments before end of Dec 2012

which are bigger than 1-2M !!
and most of the 1-2 M vanishes immediately ...to pay or secure the payments to the 2 exec. dirs for their mega high salaries, 300kE/year each !
(around 1000 E per working day !, probably tax free, Cayman Islands)

and imho the current EGM resolutions and share offer are ONLY to transfer the assets of OCH away FROM the current shareholders to the hands of the 2 EXEC. DIRS. I am very opposed to this. I think the IIs and everyone with 2 neurons is as well.

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My main proposal is now Resolution A, see, above, is to FIRST AND FOREMOST do a bonus issue of the shares of the hotel company and of the shares of the land company to shareholders. Ex-rights 20th Nov, ie. OCH with 96M shares. So, if you own 1% of OCH (Joe Bloggs !) or 1/2% (we've got 2) then you would directly own via shares 1% or 1/2% of the hotel company; and 1% or 1/2% of the land company.
I would own approx. 0.2%.

I propose that the IIs would provide low cost directors for these companies. OCH workers could provide paid advice if needed, or MBRE or C Ellis, or ..... etc etc.

At some time the hotel would be sold and cash returned to shareholders.
(NO payment to the directors, apart from their pro rata part) via a tender offer/share cancellation, to minimize tax.

Then just sit on the land company and wait for 5-10 years till next building cycle. Land has low prices at present, not good time to sell now.

With this process
1) we move assets away from the 2 exec. dirs. ; otherwise they will end up with these assets, mostly in return for their salary. The data is all there in the offer document if you do a few sums.

2) all existing shareholders would get some REAL assets to be in their name, with no debt. At some time those assets would be turned into cash and returned to shareholders. (try to sell the hotel in the spring...but I propose that the land assets are just held...and wait for next building cycle, 5-10 years. Bad time to sell land now.

[jack1236] 28/11/2012 18:02

markt

These guys are pretty good at publishing articles, as long as it states the position.

[joeblogg2] 28/11/2012 17:55

mark. you can add mine to any action the II's can take to get a better deal for shareholders. I haven't posted on lse for several months so possibly a different joe.

[markt] 28/11/2012 17:40

joe
we have 3.7% so far in the pool of shares (the % info is kept up to date in the thread header)

I'll add yours to make it 4.7 %

The IIs are also active....so we can organise to add our 4.7% to theirs if the IIs need it in any bartering with the 2 exec. dirs. or Shore Cap, publishers of the offer doc.

(but the IIs have, imo, a large block of shares in OCH, especially if add our 4.7%...and probably enough to get the bod to do whatever the IIs dicate, that is what I am hoping anyway....)

Joe,
(are you the person from LSE website or msg board ?
one of the posters mentioned you may be interested)

[bumpkinroll] 28/11/2012 16:32

R&T - Good to have your input here. I will not be taking up the share offer but happy to pool my shares towards a stronger voice. What II's are you in contact with? My main beefs appear to be inline with yours so am keen to step this up but do not want to be emailing the same people if you are willing to be part of a collective voice. Are you willing to pool your shares?

[jack1236] 28/11/2012 14:51

R & T


The directors are willing to put £1.36m via the offer. They've talked about shareholder value, NAV in the past, why don't they buy shares at 40p, they can buy additional shares as many as they like at 40p. I'm fairly sure they can rustle up more money to bridge the gap between £1.36m and how much they want to raise.

I remember you having lots of conversation with Shore.

[joeblogg2] 28/11/2012 14:39

Rough. I have 1 mill shares and unable to take up the rights but if I can help in any way please let me know on [e-mail] thks!!

[roughandtumbleone] 28/11/2012 14:33

I have asked about salaries being frozen for 1 yr with no claw back, share incentive or 'loan'...purely in the best interest of OCH and its owners ... The shareholders.I've also questioned the 2009 rollover bonus award when the GM was revalued by Colliers. At the end if the day it was just a paper change in value and not a physical 'value sale'. I wonder if they'd payback the amount plus more if MBL we to reduce the GM value!There's more than one way to skin a rabbit and sod all is going to be achieved by regurgitating post after post on ADVFN. I've offered to fly to Israel, Bulgaria or meet in London and yes I've been 'talking' with Markt's 'jungle drums'.

[joeblogg2] 28/11/2012 14:19

Well reasoned R&T . I too am concerned about the salaries and hope Guy and Ofer make allowance.Have you spoken to Guy regarding this or should I? thks!!

[roughandtumbleone] 28/11/2012 13:56

MarkT,"Jungle drums"....because the IIs are all eating in Brick Lane and talking about OCH...yeah right!Credibility would be gained if you said "I've just spoken to xxxx at Midas/Henderson/Progressive" etc and they've said "x,y & z"...You started a campaign to get people together to pool their holdings. Both Bethany and myself gave you examples of how OTU rallied support for UEN ... He spoke to IIs/Funds and even got the group to pay for his flights/hotel to lodge 'their collective view'.Firstly, the cash being raised takes OCH through to late 2013, as stated in the release. It's clearly stated about asset disposals and it clearly states that the GM is the jewel. The only point I agree with, is the fact Guy & Ofer should/must freeze their salaries and not be claiming back as share options. If you think people behind the scenes are sitting on their hands, you are wrong. How you've managed to list all variations and yet missed what's happening here. In fact the more you type the more you're allowing Guy & Ofer to underwrite more and more of the shares. From my perspective, if raising over 2m allows assets to be sold for multiples of this figure, then happy days. If it allows OCH to continue as a going concern and negotiate deals, then happy days.Your case back in January failed because you presented a weak, meaningless and pointless case. 93m against your 10k shares was very telling.You say you hold 160k, less than £3k and yet post like your house is on the line. No offence meant.