Orchid Developments Share Discussion Threads

[jack1236] 30/11/2012 14:49

Lucky

It goes to prove all sorts of shenanigans happen on AIM. And all sorts of individuals, advisers etc can be involved.

[luckynickyboy] 30/11/2012 14:45

ok looked at it. please explain the relevance of a serious fraud, non asset-bearing p&d scheme to OCH?

[jack1236] 30/11/2012 13:51

Just look at Langbar,

[joeblogg2] 30/11/2012 13:31

mark,I have met Guy and spoken to him and he has always been pleasant and has come across as decent and honest and I hope/pray he does not prove me wrong and you right as I will be even more out pocket than I already am and if he does not only will he blemish his own name but many Israelis!!!

[markt] 30/11/2012 13:06

What could happen in future for OCH ?

1) De-list from AIM to save costs

December ?, January ?

2) Share issue in January to raise money to make debt repayment.

250M shares at 0.5p.

(shareholders would probably not subscribe, but perhaps dirs. would....and would own OCH)


3) Acquisition of the unowned part of OCH by Bellport
(they could get to 73% as result of this offer, then only need to buy remaining 27%

if OCH fails to make Nov or Dec payment (since the offer does not raise enough cash, negligible cash generated after pay debts/salaries to dirs) then news could be bad...and the share price could go down to 1p or 1/2p

so, buying the remaining 27% could be very cheap

similar to this acquisition of ANT



and then
perhaps Bellport with demerge the hotel company and the land company to Bellport, to isolate 100% from OCH and any creditors to OCH.

(Dont say I didnt tell you )

[markt] 30/11/2012 12:40

Thaarg, timtim, Bump, Joebloggs

you chaps are the big shareholders in our informal group, I only have approx. 160k sharesm Hoe says he has 1M (7 times me)

2 people have removed their votes....ie. impetus has stopped, changed direction

if you chaps want anything to happen....then I think it is up to you to be active
or to do something.... (I have previously given a list of proposed actions, but I cant do it all, especially if people are leaving the group.....and not much interest in actually doing anything...)

or if one of you wants to organise or lead the remaining people....very welcome

(apologies if anyone has not liked my numerous posts, but I am furious and think that the offer process is a scam....and that anger comes out in my posts, that is normal I think.

Anyway, my work/time/posts has achieved
- to get a group of voters with noticeable chunk of votes, which could achieve something if they wanted, imo
- to make people aware that 73% of OCH can/will be owned by the dirs if the resolutions are approved, and no one else knew, just me.
- imo, to alter the opinions of many shareholders by providing them with information
(and various people has also posted that they think the process "stinks")

[markt] 30/11/2012 12:36

lucky, beginner

would you consider to add your votes back in ?

(we haven't been discussing whether to subscribe or not for shares.....this thread header is mostly about getting a group to vote against the resolutions....and if possible to do something to STOP the offer process ..or to get new resolutions put forward

I have already submitted voted NO to the resolutions.....at the moment I dont plan to subscribe since I dont trust the dirs etc etc.
You are able, imo, to vote NO and to subscribe to the offer if that is your choice. (if there not enough YES votes that the subscription will not happen...because the dirs. have made the offer blackmail imo, if we dont agree that dirs. can go over 30% and go up to 73% if they want then, imo, no new shares will be issued.

(the whole offer process is very strange imo, imo it a trick)

[markt] 30/11/2012 12:11

BTW
I think it is highly likely that OCH will de-list from AIM.

The money being raised roughly cancels with the money needed for the 2 dirs. and to pay the cost of offer, approx. 200k.

(dont be fooled by the 888,888 shares for Shore mentioned in the offer doc. An offer can be done for that price, it is just a few shares, if OCH survives and does well, then Shore make some money from those shares, very common)

And we know that OCH is marginal for cash, dirs. lent it 100-200kE to survive a few more weeks.....pay staff etc

The cost of being on AIM is approx. 0.4-0.5 Mpnds per year according to many companies.
So, imo it would be logical to cut that cost.
If the dirs. achieve a high % in OCH then they make the decision to de-list without needing many other votes.

If OCH is de-listed.....then if any shareholder has any problem with OCH or wants to take OCH to court.....then you have to start a claim in Cayman Islands (a PO Box address) or in Bulgaria. Virtually g'teed waste of time and money and no one would do it imo.

The offer process is in the UK, so a legal claim against that process could happen, but need to start BEFORE the vote imo. If the vote is YES, then it validates the offer process imo, even if in fact not legal.
----

BTW
I posted numerous reasons that Thomas Cook was over priced at 160p-170p (now 10-20p ) and why.....and the same over at Darty at 105p (few months before name change, it owned Comet)...and I warned people about MDC (as did others)
...numerous posts saying I as nuts.....I was proved right.

[markt] 30/11/2012 12:03

Joebloggs, Thaarg, Bump, timtim, any others

What are your views at the moment ?


My view this morning is that perhaps the biggest shareholders in the above names should decide if they want to do anything, to stop the offer process or call an EGM or try to involve the SFO/police

or if no one is that bothered.....and we just forget it and let the dirs. take over the company...and take massive % of the co. (your assets) just in return for their salaries ?

(My shareholding is only 0.2%...while JoeBloggs says he has 1%...and 3 others say they have 1/2%
imo...if 'we' are going to do anything....then NOW is the time, since the date of vote is arriving soon....and that you chaps need to be active imo, or we give up and forget it ?


(I've been shafted by dirs. at SFI Grp, Regent Inns, Cafe Inns (all false accounts, Probus (imo theft of assets, property company) etc etc

I can afford to just add OCH to my list !
(but out of principle....I am furious...as you probably know !...I am tired of dodgy director actions)

(I am making good money riding the SDL horse at the moment.....but if I make money on 1 solid company, only to get robbed at another, I make nothing !)

[markt] 30/11/2012 11:56

OK

I will change the total.

----

imo....the dirs. are taking you to the cleaners with this offer....
which can change their shareholding from 30% to 73%....just in return for their salary (2012 and 2013), 0.6M bonus debt and 12 months notice. 2.4M



----
but each person has to make up their own choice

---

I have already submitted a NO vote to resol. 1 and resol. 2 for my shares.

At present I do not intened to subscribe for new shares, because
- I am 100% sure that the process is a con.....and is robbing my part of assets that I already own, and I dont want to support robbing of myself !

- I dont trust the dirs. nor the bod (every few months the chairman changes !)
- if any new shares are emitted then the dirs. will have a min. of approx. 40% and effective control of the co......and at 0.6ME/year....they will and are bleeding the co. dry. ...and I dont see any logic in putting in more money just for it to be bled

- the share offer in reality raises NO MONEY imo.
the co. 'owes' 2.4ME-2.6ME to the dirs (4 x 0.6M + 0.2ME loan)
and the offer costs about 0.2ME to do, at least.
and the share offer will raise about the same amount of money.

The offer is imo ONLY to transfer % in OCH from shareholders to the 2 exec. dirs.
---

My opinion today ...is that a legal action against ALL the people involved in the share offer is needed.....hopefully just an allegation submitted to the relevant police or similar dept. ...so that no cost involved.

---
BTW
Mobile wave....significant debts. down 40% today.
MDC. run previously by dubious directors in the view of many (Drummonds), down massively over last 2 weeks, and massivley over 5 years.
MWB has gone into administration due to debts. (high 'assets and high debts. SAME as OCH). Numerous allegations of dubious director action over on the MWB msg brd.

Debts killing a company and/or dubious directors is ....very common.

---
Everyone of course has to do their own research and make their own decisions.


NAG DYOR

[beginner3] 30/11/2012 09:42

Same here Mark, I will be subscribing to my shares, but thank you for the effort

[luckynickyboy] 30/11/2012 09:39

markt 29 Nov'12 - 19:57 - 187 of 194 0 0
Thaarg, Bump, lucky, timtim, joebloggs,...and others inside the 5.2%

Don't count mine in your calculations - was interested at first in a reasoned voice but your constant rants have put me off the mission now

[markt] 29/11/2012 21:09

R & T

Read the damn offer document.

Front page I think.

Max. number of authorised shares.

And doc. says dirs. can issue when and to who they want....especially to themselves for pay, bonus...debts ...!!

[markt] 29/11/2012 21:07

Here is an example of dirs. of a co. getting shares as part of a creditors voluntary arrangement.





The process would/could be very similar imo at OCH.....although I think the dirs. would choose land...as they did a few weeks ago.

[knigel] 29/11/2012 20:36

Its circ 210 million but extra shares may be issued in lieu of fees going forward

[roughandtumbleone] 29/11/2012 20:27

MarkT,250m shares? Where on earth did you pluck that figure from? Exact and potential are two completely different things.

[knigel] 29/11/2012 20:16

But some shareholders will take up part or all of their entitlement so it will prob be somewhere inbetween 28% and 74% imo

[markt] 29/11/2012 20:08

THIS THREAD IS JUST TO SHOW THE CALCULATION
SINCE IT IS A VERY IMPORTANT POINT


"joeblogg2 29 Nov'12 - 18:28 - 185 of 187 0 0

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

-----

This is NOT really true.

(64% is partly true, but it is INTENTIONAL MISREPRESENTATION imo.
The 64% number is imho, an INTENTIONAL TRICK.

I am identifying to you all why it is a trick.

I wrote down for you all the calculation, a day or 2 ago.

And you can do it yourselves if you want, then you can either agree with Shore Capital and the bod of OCH ......or me !. And I am right.


94M shares now. dirs. own 28M of these.
250M shares after the share issue


so dirs. can take up 154M new shares, they own 28M. TOTAL 182M
182M of 250M shares.

73%

(73% or 74% , just depends on how many dec. places any calc. is done to)


154M shares either now or one week after the share issue
(there is an OCH payment to be made before end Dec, and there is one before end of Nov (now)....so....the dirs. would be fully within their rights, if votation is yes and yes, to issue all the shares up to 250M shares to themselves. Or even the day after the EGM or announce in the EGM report RNS.

dirs. can issue them when they want and to who they want.
The offer doc. states clearly that there are debts to the dirs. and bonuses, and we know that dirs. have 12 month notice, it is a liability/debt and salary for 2012 and for 2013...(and one assumes there will be for 2014, 2015, if OCH is still alive in any form)
----

The dirs. could own 73-74% of OCH and imho

NEVER have paid almost ANYTHING for this !!

A lot is in return for salary, excessive salary ?!, 300KE each....while crashed OCH down to 2p and breaking numerous loan conditions. Now suspended.

They could get REWARD of 73-74% of OCH !!

The 22% at time of IPO was imho free.

The 8% was in exchange for bonus for OCH profit. imho there was in fact no such profit.

Did they every buy any shares in a share issue ??...I need to check.
There was at least 1 more share issue.
---

Capital raising.
I think the offer doc. says a min. of 1.3ME or 1.6ME, cant recall which.

The dirs. pay for 2012 has not been paid and is 0.6ME
For 2013 is 0.6ME.
There is a debt to them for 0.6ME for part of bonus for
(you see, everything is 0.6ME. All looks pre-planned to me !)
There is a debt to the dirs. for 12 month notice, other 0.6ME:
There is a debt to dirs. for 100 or 200KE. Made X weeks ago.

= 0.6 +0.6 +0.6+ 0.6 +0.1
= 2.5ME

The min. cash raising is 1.3-1.6ME.


the money needed just for the dirs. is 2.5ME, if include 2013 salary and 12 months notice.

Looks like the share issue is a farce, just to transfer a big % in OCH from shareholders to the 2 exec. dirs.

----

Will there be a new cash raising in Dec ? or January ?
250M shares at 0.5p/share ?

And only dirs. would take part....perhaps shares for the 0.6ME debt from 2009 bonus........and then they could go from 64-74% to 95%

------

Because I think the offer document is a misrepresentation....and the process could be argued to be a trick...
and the 2 execs. could own 73% of OCH mostly JUST in return for their salary and for doing the IPO....while shareholders have paid TENS OF MILLIONS OF POUNDS

...I do not trust the 2 exec. dirs....AND I think there is a material risk that OCH is not a going concern (as per the offer document, if anyone bothers to read it)
..and already defaulting on loan payments...

so at the moment I dont intend to put any more money into OCH.

If the bod was replaced...and the offer document replaced....then I WOULD be interested to look at a cash raising for OCH....ONLY "IF" it would make any difference and if someone could show there is a chance it could survive.
ANd we could see some REAL financial numbers, the numbers in the offer doc. are intentionally useless imo. At the moment OCH looks like 95% dead duck imo, except for the hotel and land assets, and I would like my part of that !....but I think the dirs. will get them....

The real situation or cashlow inside OCH now, the shareholders do not know....it is being kept secret from us. (need cashflow numbers....and info on enquiries and on possible sales)

NOTE
In SPain and Portugal apartments are dirt cheap.
To sell in Bulgaria is much harder as a result.
The Russies are all going to Spain.

check out some websites if you want
www.telecinco.es

and search using "apartamentos"

news channel
and you can enter any page address into google to translate it

Spain has proposed to give residency permission to any Russian or Chinese person that buys an apartment costing over 160k. And along the coast...a lot of the buyers are already Russians...

warm Alicante in the winter or icy Varna ?!

(and is Varna airport closed anyway in the winter ?)...I know that most flights to Bulgaria by Easyjet type companies stop for the winter.

[markt] 29/11/2012 20:07

"joeblogg2 29 Nov'12 - 18:28 - 185 of 187 0 0

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

-----

This is NOT really true.

(64% is partly true, but it is INTENTIONAL MISREPRESENTATION imo.
The 64% number is imho, an INTENTIONAL TRICK.

I am identifying to you all why it is a trick.

I wrote down for you all the calculation, a day or 2 ago.

And you can do it yourselves if you want, then you can either agree with Shore Capital and the bod of OCH ......or me !. And I am right.


94M shares now. dirs. own 28M of these.
250M shares after the share issue


so dirs. can take up 154M new shares, they own 28M. TOTAL 182M
182M of 250M shares.

73%

(73% or 74% , just depends on how many dec. places any calc. is done to)


154M shares either now or one week after the share issue
(there is an OCH payment to be made before end Dec, and there is one before end of Nov (now)....so....the dirs. would be fully within their rights, if votation is yes and yes, to issue all the shares up to 250M shares to themselves. Or even the day after the EGM or announce in the EGM report RNS.

dirs. can issue them when they want and to who they want.
The offer doc. states clearly that there are debts to the dirs. and bonuses, and we know that dirs. have 12 month notice, it is a liability/debt and salary for 2012 and for 2013...(and one assumes there will be for 2014, 2015, if OCH is still alive in any form)

[b3thany] 29/11/2012 20:00

Today's RNS was at least 12 months too late as any experienced, savvy and astute shareholder friendly management team would have scuppered the project as early as 18 months ago, period, considering when the world economic and banking crisis began.

As for the Open Offer do not wish that even on my worst enemy. IF one thought the share price immediately post suspension (assuming management are true to their words post cash call) would be above 2.25p then at least there would be an opportunity for present holders or takers of the Open Offer to offload into the market if one chose to. However, imo from past experience this would be highly unlikely given the percentage of cash call to total/maturing debts - this cash call does not guarantee the survival of Och but hopefully buying Och a bit more time. However, management have been buying more time for the last 24 months.

[tax dodge] 29/11/2012 19:59

Jack I agree with you, the share price was sat above 4p for months, why not raise the money then they knew what trouble we was in.
I think the share price has been walked down with bad news to benefit them.

All I can hope we see some benefit as well.

The less shares the pi's buy the more power the bod will have.

I have 420000 shares ave just under 4p, I will be buying another 2k worth to take my holding to 500k. Am I chuffed about that, no I'm not.

[markt] 29/11/2012 19:57

Thaarg, Bump, lucky, timtim, joebloggs,...and others inside the 5.2%


BTW
...if any of you want to exchange e-mail addresses or communicate by e-mail.....
up to you of course, there are pros and cons to everything

but at the moment I dont want to communicate by e-mail with numerous shareholders. Takes time to reply to any messages. And if I explain something to 1 person, then I dont want to have to write another reply to someone else to a similar but slightly different question.

For me, I like the message board, since I give my opinion...and others can give their opinion....and it is all open, anyone can read it and maybe provide a good idea or a useful contact or want to add their votes or....etc

Communicating by e-mail is also 'secret'...and hidden from other OCH shareholders. Whereas msg board is open and not secret.

[jack1236] 29/11/2012 18:56

Hi Tax

Fair enough, the Directors could put in all the monies, they could purchase the at 40p each, in fact they are willing to buy any of the shares which aren't taken up. The exercise seems to be getting hold of many shares as possible as the priority, rather then putting the money in.

[thaaarg] 29/11/2012 18:30

R&T, so OCH Board are factual, honest and above board?????

I'll take a guess that your Board didn't register your company in the Cayman Islands?

Tell you what. Why don't you have a chat with your fellow Board Members, get your company to make an offer for OCH and then we can all sod off and invest in something worthwhile!

Are you going to take up your share entitlement?

I agree with you bumpkinroll, this still stinks.