Orchid Developments Share Discussion Threads

[joeblogg2] 29/11/2012 18:28

thks Rough. !! If no one takes up the rights they will end up with approx 64%

The Concert Party will hold, in aggregate, 39.34 per cent. of the voting rights of the Company if the Open Offer is taken up in full or 63.84 per cent. of the voting rights of the Company if no one takes up the Open Offer other than the Concert Party and the Concert Party subscribes more than its pro rata entitlement in accordance with the Irrevocable Undertaking. Without an ordinary resolution of the Independent Shareholders waiving the requirements of article 144(C) of the Articles, the Concert Party would be required to make a general offer under that article to acquire all of the Ordinary Shares not already owned by them. A proposed waiver of the obligations of the Concert Party to make an offer pursuant to article 144(C) of the Articles is set out in the Waiver Resolution. The Irrevocable undertaking is conditional, amongst other things, on the Waiver Resolution being passed by Shareholders.


If the resolutions are not passed, then all shareholders may be out of pocket including Guy and Ofer as the assets would not get going price so I think it looks like we have to give backing or maybe Guy and Ofer might as well buy out the company instead??

[tax dodge] 29/11/2012 18:18

Jack

As much as I think that we are getting screwed big time and I agree with some of what mark is saying I also think that mark is going a bit far and if tim wanted to invest some more into och if he reads marks comments he could think the world was going to end.

[jack1236] 29/11/2012 18:06

Way to go Tax, great contribution, not.

[tax dodge] 29/11/2012 17:43

Tim have a look on the other och thread.

Be careful of markt he is on a mission.

[timtim5449] 29/11/2012 16:42

Any other thoughts on this Pls, if we have spare funds IF, do I buy and take up the offer???? I could do with some good info on that Please Thks in advance.

[greedfear] 29/11/2012 16:27

R&T thank you for sharing, I appreciate it.

[daytraders] 29/11/2012 16:11

lol, idiot, your a real danger to investors with your ramping.

[bumpkinroll] 29/11/2012 15:41

R&T thanks for posting, appreciated.

Guy & Ofer are responsible for the current demise of the share price & simply could have put up for auction certain assets on the last financials back in June so I do not agree on his view of not having the right bargaining tools - we did have them, but they blew it imo as they have now laid themselves bare & any future asset sale will be subject to low offers as potential buyers will know the weak state.

Good to hear they are being called in for a meeting by certain II's.

Perhaps when you meet with him you could ask what they plan to do with the controlling share if/when they get it?

This still stinks imo.

[luckynickyboy] 29/11/2012 15:21

thanks rough, it's good to hear something - maybe if guy & ofer were a bit more forthcoming with stuff like that, they wouldn't have their shareholders being so sceptical

beginner - he's obviously talking about being on the board of another company - as I would say "as a fellow investor" [edit - sorry I've just seen rough's confirmation above]

[beginner3] 29/11/2012 15:12

Thank you R&T for your effort and sharing emails with us

I do agree with lot of things Mark says

But bottom line is,that I rather get something than nothing, so I shall do the right thing

[roughandtumbleone] 29/11/2012 15:09

Not for OCH - sorry for the confusion.

I meant that by serving on a Board, I'd expect their stated motivations to be genuine and honest because any information released by our Board, would be just that - factual, honest and above board.

Hope that clarifies the situation.

[beginner3] 29/11/2012 14:59

"As a fellow Board Member, I have to believe your and Ofer's motivations are genuine and honest"

What does that mean R&T, are you a board member????

[roughandtumbleone] 29/11/2012 14:43

Dear all.

It's not normal practice to re post emails that have been received but I think it's important to also take on board what else is being stated and considering this is directly from Guy himself. It would be a very dangerous game to make the statements he has below, if the statements were inaccurate, or completely untrue. The ramifications are huge if information had been shared with the sole purpose of misleading.

Clearly there will be those that cast dispersions on what is written below but there is one very serious point that needs to be understood (see my questions below that state such a point). Without raising funds, OCH can't continue as a going concern and the actual reality is liquidators will "foresale" assets - fact. With the proposed resolutions, the company has stated there will be sufficient funding until November 2013, giving them 12 months to find asset buyers and not having to "firesale" properties.

Reading what Guy has stated below and from today's announcement, it appears that the process has already started with the Business Centre and will continue with other Orchid's assets. OCH do have two major jewels being the GM and Orchid Gardens and I also understand the GM has increased in occupancy again - I'd like to see an announcement regarding this too.

I hope this information is useful and you will see below I have questioned the motivations behind the 2009 "bonus" and "salaries". I've also asked Guy regarding the II's who they are meeting on the 6th and 7th December in London. I believe the II's have a slightly different view to MarkT's revolution.

Kind regards,

R&T

> On 29 Nov 2012, at 11:14, Guy wrote:
>
>> xxxxx
>> Thank you for your response, first I hope everything is well with your family.
>>
>> Regarding a meeting, I will be happy to meet you in London We will be there december the 6 and 7 half day. (Meetings organized by shore capital)
>>
>> Regarding your questions
>> We proposed in case of a cash flow issue, to defer payment or to get shares instead, and that on top of the cash investment committed by us up to 1.7m (new cash) if necessary to close the minimum requirement. That is a big statement of confidence from our side.
>>
>> Regarding the 2009 bonus what we have got out of it is 1/3 as a pending debt to us and 2/3 in shares at 20p which mean at today price less than 1/10 of the value and in shares value today only 100,000. So in total '0' cash, for 7 years of work when our share price achieved in the past 178p and we had shareholders who double their investment and realize it. And creating one of the landmarks in Bulgaria the Grand Mall a 160,000 Sam development in a middle of worldwide crises.
>> No other bonus were given, we have participate in all fund raising done by the company the last one we bought shares at 139p and we have never sold a single share since inception.
>> So no one can claim that we played unfair.
>>
>> I agree, we are in process of selling the assets as announced in the past, but we can do it correctly when on the other hand the shares are suspended base on a cash flow business and announce that, if the company will not raise new funds the company can't continue to operate.
>> All our career is in the real estate business, being a specialist too you knowing the area, what you will do if you want to buy one of our properties?
>> You will just wait or propose a ridiculous offer knowing that if we do not accept the company will go bust.
>>
>> Some of the shareholders don't understand, that if the company will enter a liquidation process, as warned in the open offer announcement, in case both resolution are voted down, the outcome of a process most probably end up with almost zero or paying the liquidators fees.
>>
>> We are both Ofer and me optimistic, we are developers who are proud of Orchid developments and the fact that against the wind (strong one) we did not only survive, when all others went bust around us, we still improving them while we enter the realization process.
>>
>> With this optimistic note, I will appreciate your support.
>>
>> Don't hesitate to contact me
>>
>> Guy
>>
>>
>>
>>
>> Sent from my BlackBerry®
>>
>> On 29 Nov 2012, at 10:13, xxxxxxx wrote:
>>
>>> Guy,
>>>
>>> I just want underline the fact my questions are borne from wanting OCH to succeed. I've invested a lot of money in your company and hope you take the time to respond fully.
>>>
>>> As I stated, I'm also prepared to travel to meet you and Ofer.
>>>
>>> Kind regards,
>>>
>>> xxxxxxx.
>>>
>>> Sent from my iPhone
>>>
>>> On 28 Nov 2012, at 14:19, xxxxxxxxxxxxxxxxxxxxxxxxxxxxxx wrote:
>>>
>>>> Dear Guy,
>>>>
>>>> I apologise for the delay in getting back to you, we have had some family issue to deal with.
>>>>
>>>> As a fellow Board Member, I have to believe your and Ofer's motivations are genuine and honest. I've read many announcements from OCH regarding returning "shareholder value" but in reality I've only witnessed share value destruction. As you have stated to me in previous communications, I too think it was a mistake not to have raised funds when Orchid's share price was over 10p but as you stated you were badly advised.
>>>>
>>>> Maybe you would consider this situation for me and comment accordingly.
>>>>
>>>> 1)In the interest of reducing "cash burn" and sending a clear statement to the markets, Ofer and yourself pay freeze yourselves for 12 months with no claw back, share option or recourse...purely in the best interest of the company and its shareholders. This message would actually (in my opinion) demonstrate your belief and determination to turn the situation around.
>>>>
>>>> 2)The bonus set from 2009 revaluation of the GM is not in the best interest of shareholders. This 'bonus' situation arose from the increased valuation of the Grand Mall by Colliers and in reality was just a paper exercise. If MBL reduced the value by 30m you and Ofer aren't under a payback scheme. Again, in the interest of shareholder value and credibility, surely even you can see this 'debt' loan is ridiculous.
>>>>
>>>> 3)being from a major property background I would like to see a public and visible asset sale. The hotel, land, cinemas, business centre could be auctioned (not fire sale) through Jones Lang/ CBRE and the monies raised could be significant. The GM is OCHs jewel in the crown, as is Orchid Gardens. I'm not prepared to allow such assets to vanish, particularly as I invested on the back of the potential and the back of these assets and your assurances.
>>>>
>>>> I'm happy to fly to Israel, Bulgaria or meet in London if appropriate?
>>>>
>>>> Kind regards,
>>>>
>>>> xxxxxxx.
>>>>
>>>> Sent from my iPhone
>>>
>

[jack1236] 29/11/2012 14:36

bump

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.

[bumpkinroll] 29/11/2012 14:21

taking a cynical view on the RNS you could argue that this is contrived in its timing to muster support.

[bricktycoon] 29/11/2012 13:28

Excellent news IMHO this will soar when re listed with funding in place watch what happens when the grand mall receives a bid 4 p on the 17 th here we come I've oversubscribed for the open offer buy buy buy

[jack1236] 29/11/2012 13:25

Lucky

You only need to look how they acquired the 30% earlier in the year. If they have confidence in the company, why aren't they buying shares at 40p a share?

[luckynickyboy] 29/11/2012 12:51

RNS out:

Orchid Developments Group Ltd Amended Credit Facility Secured
Print
Alert
TIDMOCH

RNS Number : 3299S

Orchid Developments Group Ltd

29 November 2012

29 November 2012

AIM: OCH

Orchid Developments Group Limited

('Orchid' or the 'Group')

Amended Credit Facility Secured for Orchid Center Varna

Orchid Developments Group Limited, the Bulgarian focused property developer and investor, announces that its subsidiary Orchid Centre Varna EOOD ("Company") has entered into an amendment agreement with Raiffeisenbank (Bulgaria) EAD ("Bank") to amend certain terms of the Company's existing EUR3.1 million credit facility agreement ("Facility Agreement") related to its suspended business center project ("Orchid Business Center Varna"). As previously announced, due to the economic downturn, the Board decided not to proceed with the construction of this project until market conditions improve.

Under the term of the amended Facility Agreement, the Company has agreed, inter alia, to:

(1) suspend the payment of the principal amount due (approximately EUR3.1 million) until 15 May 2013;

(2) suspend the payment of the total accrued interest to date, amounting to EUR0.42 million, until 15 May 2013;

(3) accrue interest on the principal amount outstanding for the current period until the repayment date (15 May 2013); and

(4) during the suspension period, the Company will seek to sell Orchid Business Center Varna at a price acceptable to the Bank. If the asset is sold at a price which is not sufficient to cover all amounts (principal and interest) due under the Facility Agreement, the remaining balance will be written off by the Bank and the Company will be released from its obligation to pay such balance.

All of the Group's major projects under development are financed by committed non-recourse facilities ring-fenced at the project level and the Facility Agreement does not provide the Bank with any recourse to the Group. If Orchid Business Center Varna is not sold or amounts due under the Facility Agreement not paid, the Bank's legal recourse is limited to the real estate property owned by Orchid Center Varna EOOD only and to developments existing thereon.

Commenting on the amended credit facility, Guy Meyohas CEO of Orchid Developments said:

"Orchid continues to demonstrate its good relationships with its banks. In the current tough market conditions, we are cooperating closely with the banks in order to achieve the best outcome for both parties. The Group is continuing to make progress restructuring its facility loans relating to some of its projects while seeking opportunities to realise assets at realistic valuations."

Ends


Contacts:
Orchid Developments
Guy Meyohas [phone]

Shore Capital and Corporate Limited
Bidhi Bhoma / Toby Gibbs [phone]

MHP Communications
Reg Hoare / Vicky Watkins [phone]

Notes to Editors:

Orchid Developments Group Ltd (OCH.L), which listed on the AIM market in July 2005, was established with the aim of generating value for shareholders by investing in real estate and leisure business opportunities initially in Bulgaria.

The company is active in all principal sub-sectors of the Bulgarian real estate and leisure markets and currently holds three residential and six commercial property developments in Sofia and Varna. Its principal investment is the Grand Mall in Varna, a leading shopping mall in Bulgaria.

This information is provided by RNS

The company news service from the London Stock Exchange

END



This is good news IMO
GLA, LNB

[luckynickyboy] 29/11/2012 12:46

thanks rough - I look forward to reading the response
good news in the RNS too. hopefully this might demonstrate to some that this isn't necessarily all smoke and mirrors going on.. speculation is one thing, facts are another

[roughandtumbleone] 29/11/2012 12:41

I've just had a comprehensive response to my questions that I submitted to OCH.I'll post it shortly, with my associated questions. I just need to delete email addresses to protect certain parties.IMO you'll be able to see exactly the direction the BODs are trying to take OCH and the realisation of assets at the correct value is paramount.As stated today, the Business Centre is being sold, hence the 15th May deferred loan agreements. I'll post the info and you can all make your own opinions.MarkT, did you ever speak to Guy or Ofer?

[knigel] 29/11/2012 12:25

Sounds good - MarkT, sorry snowed under workwise atm but will have time to review and sort out email(s) this weekend.. you are not alone on this mate, and i for one thinks u r doing a brill job

[scunny bunny] 29/11/2012 12:21

29 November 2012



AIM: OCH

Orchid Developments Group Limited
('Orchid' or the 'Group')

Amended Credit Facility Secured for Orchid Center Varna

Orchid Developments Group Limited, the Bulgarian focused property developer and investor, announces that its subsidiary Orchid Centre Varna EOOD ("Company") has entered into an amendment agreement with Raiffeisenbank (Bulgaria) EAD ("Bank") to amend certain terms of the Company's existing €3.1 million credit facility agreement ("Facility Agreement") related to its suspended business center project ("Orchid Business Center Varna"). As previously announced, due to the economic downturn, the Board decided not to proceed with the construction of this project until market conditions improve.

Under the term of the amended Facility Agreement, the Company has agreed, inter alia, to:

(1) suspend the payment of the principal amount due (approximately €3.1 million) until 15 May 2013;



(2) suspend the payment of the total accrued interest to date, amounting to €0.42 million, until 15 May 2013;



(3) accrue interest on the principal amount outstanding for the current period until the repayment date (15 May 2013); and



(4) during the suspension period, the Company will seek to sell Orchid Business Center Varna at a price acceptable to the Bank. If the asset is sold at a price which is not sufficient to cover all amounts (principal and interest) due under the Facility Agreement, the remaining balance will be written off by the Bank and the Company will be released from its obligation to pay such balance.

All of the Group's major projects under development are financed by committed non-recourse facilities ring-fenced at the project level and the Facility Agreement does not provide the Bank with any recourse to the Group. If Orchid Business Center Varna is not sold or amounts due under the Facility Agreement not paid, the Bank's legal recourse is limited to the real estate property owned by Orchid Center Varna EOOD only and to developments existing thereon.

Commenting on the amended credit facility, Guy Meyohas CEO of Orchid Developments said:

"Orchid continues to demonstrate its good relationships with its banks. In the current tough market conditions, we are cooperating closely with the banks in order to achieve the best outcome for both parties. The Group is continuing to make progress restructuring its facility loans relating to some of its projects while seeking opportunities to realise assets at realistic valuations."

Ends

[markt] 29/11/2012 11:51

its one thing posting the web address

but is anyone willing to write them a message and ask them to quickly look at this OCH share offer ?

(after the vote happens it is all too late
and they need time before the EGM in order to look at the papers.....and then act if they want

[markt] 29/11/2012 11:25

To Knigel, Bump, Lucky, Joebloggs, Greedfear...et al that make up the 5.2% given in the thread header


1) status report

.... not seen/heard any new proposals from IIs or any info about what they plan to do or what they plan not to do

just that the IIs are not happy about the offer and the resolutions
and are talking to the co. broker and I assume to the exec. dirs.

2) Plan of action

Because there is at present no image or info that shows any real action
....I propose that we must act if we want to try to protect our interests

(note the IIs did nothing in the past about the dirs. claiming there was a profit of 30ME , many of us do not believe that, but everyone voted in favour, except me I think. R & T even now agrees with me on that bonus subject, while before he argued against me)

So, I have no faith in the IIs protecting our interests.
(if they were going to, then imo the offer document would already have been withdrawn....and it would not have been issued in the first place !; it would have been approved by the IIs in advance, it wasnt)

So, I propose that we act.

I am not willing to do it all. I propose to act as organiser, motivator. Delegating most stuff.

If you want to do anything.....it is up to you to decide.
----

You are all big boys and girls, with wives, contacts, relatives...if you dont have time then you could get someone to help you or prepare an e-mail or message or ....fax...or to make phone calls on your behalf.

You are also able to organise amongst yourselves the division of work.

I have proposed 5 or 6 blocks of work, A to F.
One person could be the lead person for each block of work.
Or you can agree amongst yourselves another division of work. ANd/or which blocks of work to do and which ones not to do.

I have done a lot of work. And I have explained to you what I think the dirs. are up to (they can have 74% of OCH if the vote is yes to resol. 1 and 2, see my post of yesterday evening) and why imo it is very bad for you/me.

If you other shareholders want to do anything to try to protect your interests and stop any possible transfer of the company from you to the 2 exec. dirs., mostly just in return for their salaries ...it is up to you.
---

(R & T, you have always opposed my opinions....and supported the dirs.....
and hence it looks to me like you are aligned to the dirs...or maybe you are Shore Capital (who get paid for doing the share offer; and funded the creation of OCH "before" the IPO via a property fund of theirs)

and you recently complained about the previous bonus for the dirs....yet you voted in favour of it...and argued that people should vote in favour.

hence, I propose that you mostly take a step back from this group process....
and leave the people named above to act or not act as they see fit
I dont want you putting any poles in the wheels or steering it a direction that suits your opinions, 'friendly' to the dirs; noting that I would like to sack/remove the dirs. for gross misconduct with no 12 month pay off, our views appear opposed).

----

'I can lead a horse to water, but I cant make it drink' !

----
A) Press

Someone to write and send a message to the press, the financial/shares department

FT
Daily Mail
This is money
Mail on Sunday
Sunday Times
London Evening Standard (a good one)
any other others

others

----

NY Times, Washington Post, D.Zeitung , Le MOnde
- 'is it safe to invest in London markets, lets look at what is happening at OCH and some past cases of fraud '
- ' City Slickers fraud was back in 2000, are London Market now fully regulated or is there still a high risk of fraud ?. Some cases and lets look at OCH'

content, author can look at my posts and extract bits and pieces if they think they are correct


(they may lap it up, esp. the French and German papers !)
papers where the German stk mkt is located

B) TV

London Local TV
Manchester
Any financial/shares programmes ?
Any financial journalists at TV channels


C) Financial/shares Websites

Naked Trader
DIY Investor
Pro active Investor
Sharesoc
Proactive Investor
Investor Champion
AIMZINE


D) shares authors, that have e-mail distribution lists

Naked Trader
Micheal Walters (has website, is he still around, I hope. If not, my best respects. He was/is a good bloke imo !)
Diy Investor
Share soc
Proactive Investor
Investor Champion
AIMzine
other writers that appear on ADVFN
authors at newspapers

very quickly we could inform a good part of the UK investing community

E) Regulators

e-mail addresses appear in someones post

F) Police

Lodge a claim of illegality of the offer doc, and/or resolutions and/or offer process.
See a specific post from me on this subject.

R & T has cried recently about a previous vote.
You CAN NOT complain AFTER the vote !
(you can but it 99% sure to be a waste of time, your legal postion will be virtually zero, the vote will/could validate the whole process.

If a claim is lodged BEFORE the vote....then the legal situation for any action after the vote is much better. But if the olice, FSA or AN Other stops or retracts the offer doc. or vote then it is much easier/better.