Plus Markets Group Share Discussion Threads

[harry f] 14/3/2013 11:30

Have a good weekend pjw and all. :)


Before I go, just a few changes of note, not sure we've covered them all on here?

4th March

Global Derivatives Indices Limited

Filed an update to their directorships.

Filed an update to their directorships.

Filed an update to their directorships.

Filed an update to their directorships.

Filed a new document for Change of Officers.

Filed a new document for Change In Registration Office.


and

4th March


London Derivatives Exchange Ltd.

Filed an update to their directorships.

Filed an update to their directorships.

Filed an update to their directorships.

Filed a new document for Change of Officers.

Filed a new document for Change In Registration Office.


and

5th March

Global Derivatives Indices Limited

Filed a new document for Change of Officers.



Summarising the above: JTS Investments/ JTSI dropped/ Suzanna Bell removed and both companies now have 3 directors in Misra/ Angelo/ Delahunt. Also change of registered offices to St Martin le Grand.

(EDIT) - Note that in the case of London Derivatives Exchange Ltd. the directors have changed but it still appears the owner is still 100% JTS investments, see below.

https://www.duedil.com/company/07820229/london-derivatives-exchange-ltd/people

[harry f] 14/3/2013 09:50

Saw that a few days ago pjw, just looks like a non-exec addition to me so I didn't post it. Lets hope he can add more value to them than he did to us.

[pjw1956] 14/3/2013 09:41

New job for Smith, ABERDEEN NEW THAI INVESTMENT TRUST PLC





James Keith Ross Falconer

[nitaroo] 14/3/2013 09:14

'... a final "thrashing out"...'
You promise? Great, thanks.

[harry f] 13/3/2013 19:40

Bruce never appeared that close to the inner workings to me.

AD were closer, and their public disclosures and proposal to remove Vardey I think illustrates they knew things weren't right for a long time.

Brickles is a valuable person, he'll know what the existing BoD are like personally. As an aside when I saw the directors granted options a few weeks ago I did wonder if they'd maybe also do something similar with Brickles in an after hours RNS.

I think despite them being at different levels of knowledge in different aspects at the time of the sales they'll all be largely up to speed by now on what really took place. Imo he only way you can't see it is to ignore it or forget it ever occurred.

[old thumper] 13/3/2013 19:04

How much do you think Bruce and AD know about all this? AD wanted Brickles back in, so they must spoken to Brickles in late 2011, I'd guess he'd know more about the background relationships.The City is run by rumours and he's been around a long time, LSE & Plus and if nothing else he's new job is next door to 33 Queen St, so he must had bumped into people from time to time.

[harry f] 13/3/2013 18:19

I'll try and add a bit more context to the SX-TS split tomorrow, I think that looks like it needs a final "thrashing out".

[harry f] 13/3/2013 18:11

Originally written in bold in the link above.

"The Board repeats its recommendation that approval of the Proposed Disposal is in the best interests of Shareholders."

Are you 'avin a larf?

[pjw1956] 13/3/2013 16:59

I have been trying to think of question 9 harry, but you seem to have covered everything in your excellent post thanks

Wyvern Partners advised Merlin Financial PR on its sale to College Group.
July 2012



I see that a month after Wyvern helped us sell SX & TS they advised Merlin on its sale to College group

For further information, please contact:


PLUS Markets Group plc
Malcolm Basing [phone]
Cyril Theret 7800
N+1 Brewin (Nominated Adviser
and Broker)
Robert Beenstock / Aubrey Powell [phone]
/ Alex Wright 3710
Wyvern Partners Limited [phone]
Anthony Gahan 9857
Merlin
Paul Downes / Toby Bates / Del [phone]
Jones 8400

[harry f] 13/3/2013 09:58

Thanks risk.

[risk1] 13/3/2013 09:48

I hope u have averaged down too

[risk1] 13/3/2013 09:46

I will hit it from thailand at the end of month harry hope u make it there very soon

[harry f] 13/3/2013 09:31

Just one thing. The flagcounter has been getting a hit the last 2 days from Thailand. Whoever it is have a good holiday.

I can't afford things like that these days, PMK saw to that......

..... well temporarily anyway.

[harry f] 13/3/2013 09:25

pjw. As for your 8) above in #4680....perhaps and possible? It's hard to say.

I think the questions in #4678 are legitimate and fair, after all what Wyvern charged was in excess of what the directors anticipated (omitting the £500k lobbied for by shareholders) would be residual shareholder funds.

The issue I have is did the "sale" as it occurred need to take place at all? I don't think it did at all.

SX as it was sold and what was transferred from SX to TS just look critical dependent functions to me, it makes no sense to split them strategically in the interests of shareholders unless the monetisation of the RIE potentially benefits shareholders. When this option is not pursued then this must have been done in the interests of related parties. What appears secrecy and untimely incomplete disclosure of the asset transfers substantiates this.

So with that strategy is it fair to assume that they had a buyer solely for SX (post asset transfer) back in January, or even before?

Noteworthy here is an earlier point made by yourself, i.e. "If Icap could not pick up an RIE in a distressed state how else would they possibly acquire one?"

At the end of the day the implicit "sale constraints" of the BoD strongly appear to be as they occurred, i.e. The sale of SX with the majority of the consideration arising from this payable via the company to a related party. To state the sale process was conducted on the premise to find strategic partners or sell the entire business is not correct, quite simply it was not the intention of the BoD, the facts paint this picture all day long.

OT - Under normal circumstances and perhaps 9 months ago I'd have publicised this massively and even perhaps written an open letter. At this stage however I don't think it's necessary, there is too much already and I feel it will be covered one way or another in due course. I'm not saying by any means that it's not potentially material information but there are more glaring irregularities which will get us to where we need to be.

That said, rest assured the right/ relevant people are aware of this.....

...amongst other things.

[old thumper] 13/3/2013 08:51

Have you raised these points with Polemos and/or with the press, perhaps Spreadbet seeing as they were tucked up by the deal and haven't got a good word for them?

[harry f] 13/3/2013 08:46

From a recent item I wrote to somebody else the below are my feelings regarding the sale process; like I say nothing more than a sham.


The TS split from SX in January 2012 always appeared very irregular to me. After all whatever TS was coming into 2012 which as per disclosures appears minimal, the transformation with the various asset transfers just appears to be effectively removing the support function from SX (and the RIE), and transferring it to TS. Now I can't see how this from a synergy point of view was worthwhile, as there can't be any "reverse synergies" of note. I could analogise it to a car factory where the engine and component elements are transferred to another group company...... upon transfer they don't enhance the value of the whole, they just split it in some arbitrary fashion. For a company which a month later stated they were looking for investors or sale of the whole group or constituent parts it adds nothing, i.e the split of SX into SX and TS does not create value.

So then you ask why was it done? Well one could argue that this created strategic opportunity because the issue was apparently cash related and there was a large intangible asset in the background (the RIE licence), so assuming somebody came in for the SX alone, the associated contract for TS to support this would imply the company could continue as a going concern. (As it has done under Forum)

But then you ask for who's benefit was this split performed, either:
1) Shareholders
2) Related parties.

Subsequent events show clearly the split was performed in the interests of 2) above. Whether it was (amongst other things):
a) Non disclosure of the SX to TS asset transfers until June, and then a footnote in the accounts.
b) Non compliance to IAS 10 when disclosure did materialise in the accounts.
c) The fact they told us twice in May to agree to an SX sale when the BoD knew specifically we had no idea what we were agreeing to (as a lot of SX had already gone to TS).
d) Rejection of the Markab offer which Spencer Wilson stated was a materially better offer for shareholders.
e) What appears to me to be a transaction (Icap – TS contract) non aggregated with the SX sale which effectively turned what I believe was a class 1 transaction into a class 2 transaction (no shareholder vote required)
f) What I see as a clear breach of materiality rules. Had we known of the existence of the Icap – TS contract before it was sold to Forum it would have definitely had a material effect on the share price.

Bearing this in mind the "sale" was nothing more than a sham. They had no intention of finding strategic partners for the group. The "sale" was effectively as the facts illustrate, i.e. monetising an intangible asset owned by the company for the benefit of a related party.

[pjw1956] 13/3/2013 08:32

The Formal Sale Process

The Company initiated confidential discussions with potential offerors for the Group in January 2012 prior to the announcement of the FSP on 3 February 2012. The decision to announce the FSP was driven by the view that a wider, public, process would ensure that the maximum number of interested parties could be approached or would be prompted independently to approach the Company.



8) Were Wyvern involved in the "confidential discussions with potential offerors for the Group in January 2012 prior to the announcement of the FSP on 3 February 2012."

[old thumper] 13/3/2013 08:23

harry,

I can't help noticing on Wyvern's web site they normally proudly show the value of the deal, however with Plus they've plum forgot the £1, could they correct this please :-))

[harry f] 13/3/2013 07:55

Below are a few questions I could think of regarding the sale process. Can anyone think of any more?

1) Apart from the link between Nicholas Smith and Anthony Gahan as former partners of the "The Ernshaw Partnership Ltd" are there any more business or personal arrangements between these 2 people, either in the past or now.

2) Who made the recommendation to appoint Wyvern Partners? Is there any written evidence of this? i.e. meeting notes? In the absence of any such evidence can shareholders assume that this recommendation was made by Nicholas Smith.

3) Apart from Wyvern how many alternative consultancies/ companies/ partnerships were approached regarding the FSP? Is there any written evidence of this?

4) If the above is more than just Wyvern what did they offer vs what Wyvern offered and at what cost. Is there any written evidence of this?

5) As is common with many if not all partnerships/consultancies such as Wyvern they have a headline chargeout rate and this is then negotiated downwards by the vendor to either a fixed fee or a %'age of full chargeout rates. What discount rate was negotiated and by whom? Is there written evidence of this?

6) Does Nicholas Smith in particular feel that the price paid for Wyvern's services is excessive.

7) Does Nicholas Smith believe that his previous business dealings with Mr Gahan should have been disclosed to shareholders.


Now I don't think I'm being unfair here. The company was sold off in parts in what I feel was irregular circumstances which high levels of shareholder dissatisfaction.

[harry f] 12/3/2013 21:19

Your welcome as always pjw. Seemed timely to "innocuously" fit it in after my earlier post.

Naturally there are a few questions surrounding this I prepared some time ago but they can wait till tomorrow.

Enjoy your evening.

[harry f] 12/3/2013 15:35

I forgot to mention the Ernshaw Partnership Ltd earlier.

I believe it may add a bit more context to events.