Stockcube Share Discussion Threads

[davidosh] 30/5/2014 21:51

Anyone still holding these ?

[ianguerin] 04/5/2010 05:41

I see that all the resolutions were passed at the AGM - not surprisingly. Did anybody on here attend & have anything to report?

[ianguerin] 17/4/2010 07:45

On the company site, there is a document in which Mr Forbes (& probably the others too) has undertaken "not to make any statement which is or may be prejudicial to the success of the Tender Offer". That may well account for the silence.
I wonder how much the company is paying Astaire to pay under the odds to shareholders who do accept the tender offer? If the going rate for such an exercise is 20% of the consideration paid, that's another £142k (equal to the annual AIM cost) down the Swanee. In addition to the conservative 9.1p excess of cash & marketable bonds per share over the offer price, there appears to be a hidden property reserve too.

I live in the North East & am travelling on business next week, so won't be able to attend the AGM, but will be grateful if anybody attending can ask the questions. I will put them in writing to Mr Forbes if I have time, but may continue to meet a wall of silence.

[davidosh] 15/4/2010 15:23

ianguerin....very good point. I have asked him to ring me but no call as yet received. You should come along to the AGM next Friday and we can ask them straight then.

[ianguerin] 15/4/2010 05:42

I sent the following via the company's investor page on 7 April, & am still awaiting the courtesy of a reply:-

For the attention of Mr Edward Forbes

In the company's annual report for the year ended 31 December 2009, net assets of 27.3p are quoted, of which 26.6p per share is in cash and marketable bonds. How then can you & the other Independent Directors consider that the proposal to offer shareholders 17.5p per share is "fair & in the interests of the Independent Shareholders"?

If the proposals are so fair, why are the Independent Directors not accepting them?

[stewjames] 14/4/2010 20:18

Perhaps he's seen your posts and sees little point in talking to you about it. (Could he connect you to the usernames?)

It'd be pretty tough to defend beyond "because we can", I think, and it also seems clear they don't *want* to persuade anybody not to tender.

[davidosh] 14/4/2010 15:26

I have not been able to speak to anyone at the company and did request for the chairman or Julian Berney to give me a call. I have attended the last three AGMs so I am rather surprised or should I say shocked that they did not have the courtesy to contact me as I have been ringing most days. I am afraid JB considers this to be totally his company so this was always a possibility and I test the Board every year on that question but they always claim the listing costs very little and is important as their clients are in the City too. Yeah right so the listing and shareholders are important until they are not important !!

[davidosh] 03/4/2010 13:53

The properties are on the Kings Road in London and certainly worth far more than the book value.

[ianguerin] 03/4/2010 09:52

"In addition to the approval of at least 75% of the shareholders by special resolution, the Capital Reduction requires the approval of the Court. Accordingly, following approval of the Capital Reduction by shareholders, an application will be made to the Court to confirm and approve the Capital Reduction.
In any application to the Court of this nature, the Court is concerned to ensure that the applicant's creditors are adequately protected. If the Company cannot satisfy the Court that the Company's creditors are adequately protected, the Capital Reduction will not be approved by the Court and will not take place."

So even if sufficient shareholders vote for the proposal, is the Court likely to refuse the Capital Reduction request if enough dissenting shareholders petition the Court? Or are shareholders not regarded as creditors in this context?
Take a look at note 21 on page 33 of the accounts! Anybody know the company's leashold property & if there is likely to be unrealised value in it?

[stewjames] 31/3/2010 22:46

gbill,

"The Company and Astaire have received irrevocable undertakings from Directors, employees and other shareholders
holding 5,539,165 ordinary shares in aggregate at the date of this document, representing 57.6% of the Company's
ordinary share capital, that they will not accept or procure the acceptance of the Tender Offer"

Directors and employees have alternative means of obtaining value from the company, especially as a private company, and even more so in light of this:

"Accordingly, once the
operational reviews have been concluded, it is intended that new commission and profit sharing arrangements which the
Directors believe to be more appropriate to the size and volatility of the Group's revenue generating capacity will be
implemented."

Note also that:

"If the Burney Concert Party's interest in the Company following approval and
completion of the Proposals represents more than 50% of the voting share capital it will be able to acquire interests
in shares in the Company which increase the percentage of shares carrying voting rights in which it is interested,
without being obliged to extend an offer to other shareholders."

This opens the door to the possibility of gentlemen's agreements with the non-employee shareholders they have deemed important enough to contact in advance of the announcement. On this note, I'm looking suspiciously at the 10.4% of shares which are firmly committed to the resolutions, but have made no commitment either way on the tender offer. That leaves them quite a bit of leeway to break the 50% mark.

[davidosh] 31/3/2010 21:21

This is the bit that would worry me...

Following approval and completion of the Proposals and depending on the level of acceptance of the Tender Offer, the
Burney Concert Party may, in aggregate, potentially be interested in Ordinary Shares representing up to 66.3% of the
Company's voting share capital.

It does not matter how much the NAV increases as it will be under the control of one party and they are directly involved in the business so others are outsiders completely. How will those receiving no payment from the business get any return whatsoever and where is the outer ?

The Burney Concert group should just make a fair offer to take it completely private. The market cap is tiny so they could do it without a loan I am sure as the return of cash they received two years ago was far in excess of the market cap now.

However you look at it this is a poor return for the patient holder.

[gbill11] 31/3/2010 21:01

thought 60 per cent were not going to tender. No? So they are doing this so they can see there shares be worth nothing?

[stewjames] 31/3/2010 20:01

Oh really, gbill? I'd love to know how you came to that conclusion.

NAV per share increase? Well, that's just fine and dandy. Please tell me by what mechanism you think you'll ever get to see your share of that.

[davidosh] 31/3/2010 19:47

Gbill11.....lol.

I have been a long term holder for five years and attended four Agms at Stockcube so I know the company as well as nearly every shareholder and I have certainly been patient.

I think anyone who does not tender their shares would need almost every other non director linked shareholder to do the same as I would not want to be isolated after the statement made today.

No dividends
No matched bargain service
No ability to sell.

All I requested when I heard the news about six weeks ago was a fair offer. I do not consider the 17.5p to be a fair offer.

[gbill11] 31/3/2010 19:31

Dont see what you are compaining about. U have a big stake but have no patience to be long term holder. If you have 3% then dont tender ur shares. Simple. The tender offer at 17.5p is good news for the shareholders who dont tender.

[davidosh] 31/3/2010 14:23

Well if we all stick together and vote against then they will not be able to delist.

I have very close to 3% and will certainly not take this lying down as a 60p in the pound offer to get lost is not my idea of an Easter gift !! I expect to see this in the Aim column of the FT for starters.

[johnstonp] 31/3/2010 13:59

i hold 6000 of these and may refuse.
will look daily here for comment.
any help or pointers would be appreciated an i am a newbe
this situation stinks
i bought at 17p into what i thought was a good prospect

[liarspoker] 31/3/2010 13:55

Penny for your thoughts on NPH StewJames - assuming there are no pipeline asset sales how much cash can we expect back ( and how did you work it out ie: how much for delisting costs, redundancy costs etc ? )

Please answer on NPH thread as I don't want to hijack this thread.

Thanks,

Liars

[stewjames] 31/3/2010 13:53

david, I think that question has been long answered, sadly. I've seen multiple instances of this with no repercussions.

I suppose if you were part of a small proportion refuse the tender offer, then it's just possible they'd go ahead with whatever plans they have to distribute the cash to your benefit. Beyond that...well, I'll wish you luck!

[davidosh] 31/3/2010 13:38

StewJames, Possibly as just about everything in the City re bonuses and ethics etc are out of line with shareholders these days. I will certainly do my best to stand up against this one as rarely do we see such a poor offer with cash as the main asset and it calls into question whether such large domination by one director/shareholder and the weakness of AIM can be allowed to work against shareholders in this way.

[dell314] 31/3/2010 13:34

I guess we need a white knight who buys sufficient stock to prevent the delisting and make things difficult so that they offer a higher exit.

I don't like to be defeatist but with 68% in the bag, that's already likely to be over the 75% required of those able (and inclined) to vote, guaranteeing the delisting goes ahead. I expect many of the smaller holdings are in nominee accounts, so holders would have to make considerable effort to be accorded the luxury of a say in the matter.....

Rgds
dell

All IMHO, DYOR etc.

[stewjames] 31/3/2010 13:25

david, I don't think their clients give a flying (censored) about retail investors, beyond how they can screw money out of them, and would more likely applaud a money grab than criticise it.

[davidosh] 31/3/2010 13:23

What makes you think that ?

I guess we need a white knight who buys sufficient stock to prevent the delisting and make things difficult so that they offer a higher exit.
.

[stewjames] 31/3/2010 13:22

The Directors hope that many shareholders will not be able or willing to continue to own shares in the Company
following De-listing, particularly in view of the Directors' intention to do everything possible to dissuade them by increasing the emphasis on staff
incentivisation by results-driven remuneration, coupled with a nil dividend policy for the foreseeable future.
Therefore, the Directors are arranging for Astaire Securities Plc ("Astaire") to make a tender offer ("Tender Offer")
giving shareholders the opportunity to sell Ordinary Shares and the board the opportunity to make a tidy lump of cash in the process


(Bolded part is my substitution before I'm accused of anything!)

[stewjames] 31/3/2010 13:15

The company needs a good reputation to sell its product into the City institutions and this is not the right way to go about it IMO.

I think a move like this is more likely to increase their reputation with their clients than decrease it.