Quadrise Share Discussion Threads

[quepassa] 03/9/2015 09:08

I haven't heard or seen anyone say a single positive thing about this low-ball opportunistic bid for Quintain.

I hope it fails. I believe it deserves to fail.

Investors haven't even been given any up-to-date new valuations which in my view is shocking.

In my opinion, at 131p it is a lousy offer.

ALL IMO. DYOR.
QP

[quepassa] 01/9/2015 11:56

It is interesting to note the DEFAULT OPTION of two of the largest online brokers in the UK.

The DEFAULT OPTION for Barclays Stockbrokers and for TD DIRECT are both NO ACTION/DO NOT ACCEPT OFFER.


For Barclays, Option 1 is Cash/Accept.
Option 2 is the DEFAULT OPTION which is NO ACTION.
Reply Deadline 3rd. September

For TD Direct, Option 1 is DO NOT ACCEPT which is the DEFAULT OPTION
Option 2 is ACCEPT THE OFFER
Reply Deadline 4th. September



I guess if you own shares through Barclays or TD, that you don't need to take any action if you wish to reject the 131p offer from BidCo. Please double-check however for yourselves.


ALL IMO> DYOR.
QP

[r ball] 31/8/2015 11:47

9 September 1.00pm deadline

[r ball] 28/8/2015 16:50

No reason to accept.

[jlo10] 25/8/2015 15:55

Just received this from HL (which i have edited)

What are my choices?
Option 1 - You can accept the Offer. Under the terms of this Offer Quintain Estates & Development plc Shareholders have been offered 131p in cash for each Share held. Based on your current holding of xx Shares you have been offered £ xx.
Option 2 - The alternative is to do nothing. If you do not wish to participate in this Offer you are not required to take any action at this time.

When do I have to decide by?

Any acceptance must be received in this office by noon Monday 7 September 2015.
APPENDIX

QUESTIONS AND ANSWERS
What happens if the Offer is not declared wholly unconditional?

If a certain required acceptance level has not been met by the Company’s first acceptance date they can choose to extend the Offer period. A new deadline date will be set and further announcements will be made. If the Offer period is extended and we have not received a response from you, you will be written to again.
Please note the bidding party (Bailey Acquisitions Limited) can make the Offer conditional, for example on receiving a certain percentage of acceptances, and can back out of the bid if these conditions are not met. They can also close the Offer at this first opportunity and satisfy the payment obligations if they wish.

What happens if I do not accept the Offer?

If no acceptance is received from you with regard to this Takeover Offer and Bailey Acquisitions Limited announce that the Offer is unconditional in all respects (wholly unconditional) and receive acceptances for at least 75% of the Company’s Shares they have stated that they intend to delist the Company. In this event you will be written to again outlining your options.

If Bailey Acquisitions Limited is able to obtain acceptances for 90% of the Company's Shares and announces that the Offer is unconditional in all respects (wholly unconditional) then they can force all remaining Shareholders to sell their Shares. Bailey Acquisitions Limited has indicated that if it receives acceptances in excess of 90% it intends to exercise it rights to compulsorily acquire the remaining Quintain Estates & Development plc Shares in respect of which the Offer has not been accepted, on the same terms as the Offer. If the Company receives acceptances in excess of 90% and move to compulsorily acquire the remaining Shares, we will put forward your holding for acceptance of the Offer in order to ensure that you receive proceeds in respect of your holding as soon as possible.

What is the current level of acceptance?

In aggregate, Bailey Acquisition Limited has received irrevocable undertakings or letters of intent to accept the Offer in respect of approximately 0.3% of the existing Ordinary Share Capital of Quintain Estates & Development plc

[quepassa] 21/8/2015 13:39

sf5,

I concur with maiken that this is a less likely scenario, although it would ultimately be a great prognosis for the share price if the Bidco offer were rejected with no counter offer in my view.

A vote of no confidence by shareholders in the current management would hopefully follow and the current management would hopefully be ousted for recommending such a low-ball offer.

If so, new management would be installed who would be tasked to deliver on creating real shareholder value rather than selling out at a low price to an opportunistic buyer.

Recommending selling the Company at March NAV +7% to an American opportunistic/distressed fund/ buyer is an absolutely astonishingly short-sighted and bad idea in my view. - Zoopla have just demonstrated that Wembley flats have gone up by almost that much in the last six months.


They effectively are recommending giving the company away for NAV in my view. Of course, in so doing, Lazards ( of which QED's Chairman Rucker is CEO) would likely share handsomely in the £7.2million of advisory fees pencilled into the prospectus. And CEO Max James may or may not negotiate an even more attractive remuneration package with the new American Lords and Masters of Quintain if the deal goes ahead, than he may be getting in a publicly listed and scrutinised company.

But shareholders are effectively in my view being shut out of the future upside development potential inherent in Quintain, whilst management on the other hand see the early crystallisation of executive options.


How long ago was it that Chairman Rucker said he wanted to return Quintain to a dividend-paying company when he spear-headed the Rescue Rights Issue? Was it four or five years ago perhaps? He gets "nul points" for delivering on that in my opinion.

New management should be able to unlock much greater value than the lousy 131p tabled so far if BidCo fall away.

It remains wholly unsatisfactory that current management with a mere 0.3% holding recommend this offer in my opinion, having carried out all negotiations behind closed doors.

It is even more unsatisfactory and perplexing in my view that management have not even required the most basic of steps to safeguard shareholder interests by obtaining up-to-date property valuations. The London market has moved a lot in the last six months especially since the resounding single-party win by The pro-development Conservatives in the May General Election.

Why would anyone propose selling a property company on valuations which are now approaching six months old in such a strong market?


If BidCo fails at 131p as I sincerely hope it does and in my opinion deserves to, the price may temporarily back-track.


However, if a US buyer has already tabled 131p and they have an IRR target of 25% on their fund, you already know for sure that Quintain is intrinsically worth significantly more than 131p.

The demand for London housing grows stronger by the day.

In my opinion, this deal stinks at 131p.

A reinstatement of a dividend by a new management team would immediately see the share rise to around NAV. Quintain could then be built out and developed over time which would produce a much greater return for shareholders than the diminutive 131p which has been tabled.


Additionally, if the company is in play - someone else will come knocking sooner or later at a far better price than Lone Star in my opinion.


It is a truly dreadful offer in my opinion at 131p.




ALL IMO. DYOR.

QP

[quepassa] 21/8/2015 10:30

Each of TT, Carlson and Fortress have again increased via RNS last night/this morning their LONG POSITIONS in Quintain. Especially TT going from 1.88% to 2.84%.


Latest tally:-

TT Int'l 2.84%

Carlson 1.3956%

Sand Grove 2.14%

New Peak 1.14%

Fortress 2.74%


That is now more than 10%. Plus others with positions lower than the reportable 1% threshold.

Looks to me like the anti-131p-Bidco movement is strengthening.

Any intentional or unintentional tactics of launching a bid over the quiet August holiday period and before half-year valuations are due will fail.

Investors will see through that and will likely join in the growing chorus and demand new valuations for Quintain's properties in my opinion.


ALL IMO> DYOR.
QP

[maiken] 20/8/2015 19:12

sf5,the current bid could certainly be rejected with no counter offer.Unlikely but by no means impossible IMHO.

[sf5] 20/8/2015 17:40

Could the current bid be rejected without a counter offer? If so, what prognosis for the sp? Would it go as low as 115-120 p level, acknowledging there is value but no one yet able and willing to unlock it? I'm wondering if some of the recent new institutions are viewing this as a low risk gamble - eg prepared to vote in favour at the very last minute if there's no whisper of a better bid?

[quepassa] 20/8/2015 16:20

In addition to Carlson INCREASING ITS LONG POSITION in QED at a price in excess of 131p, each of

- Highgbridge Capital from 2.26% to 2.77%

- Sand Grove CapMan from 1.89% to 2.14%

- TT International from 1.84% to 1.88%


have also similarly FURTHER INCREASED LONG POSITIONS as per RNS's today.



According to my calculations the tally of various LONG POSITIONS which have recently been added to at prices in excess of 131p is now as follows


-Fortress 2.74%

-New Peak 1.14%

-Highbridge 2.77%

-Sand Grove 2.14%

-TT Int'l 1.88%

-Carlson 1%




But the fascinating thing is the following.


These COMBINED POSITIONS alone add up to more than 9.5%.


I have to believe, in my view only, that there are other houses with smaller non-disclosable LONG CFD/physical share positions which would take the existing 9.5% figure (perhaps significantly) over the 10% level which is the trigger for BIDCO being capable of declaring that the offer could go UNCONDITIONAL.


Whilst it is clear that a good proportion of these figures is for CFD's, a not insignificant amount is also for physical securities which carry voting rights.


In my opinion only, these collectively augmenting LONG POSITIONS are likely to be indicative a surging ground-swell against the 131p BidCo offer.


Ask yourself the following question, if you just increased a CFD at a price over 131p and also held physical shares, which way would you vote on the 131p offer?


ALL IMO. DYOR.
QP

[quepassa] 20/8/2015 10:01

At yesterday's close, UBS Investment Bank (UBS London Branch) announced a major Shareholding in Quintain of more than 5%. More than 27million shares.

The RNS says that prior to this, UBS had a zero holding.

The RNS does not say that UBS are holding it for anyone else other than themselves. The RNS does not mention any nominee accounts.

Any views please on:-

1. Who sold the chunky position?

2. How much UBS paid for it?

3. Why UBS bought it?


As UBS have not in my understanding been a stalwart long-standing Major Holder, one can but ponder their motives in now picking up a 5% stake in Quintain.


With a 5.14% holding, UBS come straight in as the fourth largest Major Shareholder, behind Bank of America, BlackRock and Standard Life.

More than 5% of the voting rights being held by a newly declared Major Shareholder is not without interest.

ALL IMO. DYOR.
QP

[quepassa] 20/8/2015 07:30

With reference to my post 6847 yesterday, another hedge fund takes further exposure to QED by BUYING A LONG CFD at a price IN EXCESS of 131p.



If I read the RNS correctly, Carlson already owned physical equities of just less than 1%.

Today's RNS relates to increasing their overall position to just more than the REPORTABLE 1% threshold.

The new LONG CFD position at 131.2p is small (only 150,000 shares) but importantly takes Carlson over the 1% hurdle by which holders must openly declare positions of 1% or more.

Isn't that a bit like jumping on a wall and waving a flag in the face of Quintain, saying - "look here I've got 1% too"!!

In my opinion, Carlson wanted to make their position public by buying this small CFD position.

Why would a hedge fund do that? - I think I know the answer.

ALL IMO. DYOR.
QP

[r ball] 19/8/2015 23:23

Has anyone got Bloomberg and can they flash up shareholding list?

[r ball] 19/8/2015 23:22

Makes sense.

[davidosh] 19/8/2015 21:51

The other interesting fact is that if say 20% of new buyers are taking shares and expecting above £1.31 to ensure a healthy profit then they are going to vote against the offer and also we know that there are many PIs who are voting against so that along with a few long term holders who may be equally disappointed should allow the deal to be at least blocked for now forcing a higher price to be offered to get the yes vote they need or walk away !!

[r ball] 19/8/2015 17:37

Quite.

No reason to accept.

[quepassa] 19/8/2015 15:01

Interesting.

Both Highbridge Capital Management and Sand Grove Capital management have TODAY further increased their LONG CFD positions in Quintain at prices in excess of the 131p Bailey Offer price.


Here are some of the CFD ( and some equity) LONG POSITIONS which have either been taken out or recently increased at prices in excess of 131p since the Offer from Bailey/Bidco appeared:-


-Sand Grove Capital Management now LONG 9.965m or 1.89%

-Highbridge Capital Management now LONG 11.92m or 2.26%

-Fortress Investment Group LLC now LONG 14.425m 0r 2.74%

-New Peak Capital Partners LLC now LONG 6m or 1.14%

-TT International now LONG 9.65m or 1.84%


I guess you would only take out or increase LONG CFD or equity positions at a price above 131p if you thought there was a reasonable expectation that the initial 131p BidCo offering price will be exceeded one way or another.


Personally, I think this horse still has a long way to run before the finishing post.

When you look at the ZOOPLA price increases in Wembley over the last six months, it will certainly make investors consider the wisdom or otherwise of countenancing a low-ball offer based on March valuations.

It remains in my view wholly unacceptable and inappropriate that newly updated valuations have not been provided by Quintain.


ALL IMO> DYOR.
QP

[r ball] 18/8/2015 20:20

any thoughts mcks or urban and civil as alternatives to QED post take out?

[r ball] 18/8/2015 18:20

ps: don't accept. after all only the institutions have a meaningful holding/say on events.

[r ball] 18/8/2015 18:19

deadline a way off. patience.

[aberdare] 18/8/2015 12:45

looking thro the notices it looks like fortress have added a further 1000000
in the last 4 days so hope is not dead of a increase offer.

[aberdare] 18/8/2015 12:42

sand grove have added nearly 800000 in the last 4 days so they are looking for a further rise or am I misreading the notices.

rgds