Swallowfield Share Discussion Threads

[threewheels] 07/11/2010 15:35

TV,
By the key resolution, I assume you mean No 11 rather than the appointment of the auditors?! I didn't take the actual numbers of votes but the % of those who voted by poll, were c.60% in favour of WSE's resolution and c.40% against. So the resolution was NOT carried as it required 75% of those voting in favour, as it was a Special Res, as required by the Articles. I imagine the comany will post the actual numbers on their website soon - they're normally pretty prompt about this sort of thing - but as all resolutions were by a formal poll, rather than proxy, things took a bit longer on Thurs.
3W

[roccoco] 06/11/2010 16:50

I am a shareholder in Swallowfield and I get the impression that this is a very well organised co with good potential. I know someone who always goes to these AGms and he assures me that the swedish gentleman was offered a seat on the Board but he was unwilling to take it. It does appear that it is this Mr david Marshall who is vigorously expressing doubts about the Board. I got his letter and he obviously thinks that he adds value to businesses where he sits on the board and is also an expert on corporate governance. I looked on the website of finsbury foods and it appears that he has been a director for over 30 years. Is this the same David Marshall who is telling Swallowfield how to run their board? 30 years of Mr Marshall does not seem to have added value to the share price of Finsbury food. I see that there is also a Mr Edward Beale on the board, is this the same mr Beale who is part of Western Selection that writes on this site?.

[topvest] 05/11/2010 20:55

threewheels - if you were at the meeting, did they announce the % result on the key resolution?

[meadow50] 05/11/2010 18:41

threewheels
SWL's directors on WSE Board?Yes..and on LFI's board too,where the DIrectors collect fees from other coys while the assets of their main companies shrivel.
Good for u for attending the AGM.

[threewheels] 05/11/2010 18:30

Was at the AGM yesterday and it was very disappointing that neither PG nor any directors from WSE were at the meeting. They missed an opportunity to try and persuade or at least communicate with other shareholders on the merits of their plans to improve the performance of SWL. If they can't be bothered to tip up for the one public business meeting of the year, one has to wonder whether they actually have any concrete plans to improve performance - or there just plans for NED representation.
Happy to hear from the biggest shareholders but they missed their chance yesterday.
Looking at the discount to NAV of WSE's shares, one wonders if a better suggestion would be to get some of SWL's directors onto WSE's board to improve the performance of that business? Just a thought.

[topvest] 04/11/2010 22:16

I just received a simple letter asking if I had made a mistake with a reply paid envelope and a new voting form for me to vote again. I haven't kept the letter I'm afraid.

Looks like they won the vote...just! The situation is not sustainable though. Sooner or later Swallowfield will need to listen to their biggest holders. Hope this helps.

[western selection] 04/11/2010 16:38

Topvest WSE would like more information about the lengths that SWL went to to get out the vote. Please can you contact them directly at [e-mail] or phone [phone]. Thanks

[baner] 24/10/2010 20:49

farmingrgp #153

you have made some very strong and damaging statements re Gillenhammer (and to some extent also WES)claiming in an official forum that this person is behaving in "an illegal manner" or at least, in your softer version, in a "grey zone". being asked to explain how you have come to this conclusion, and others, you have no response at all.

i am not surprised but certainly disgusted.

this is not about "causing offence" - this is about "distributing slander" which is indeed not "legal". withdrawing what you have published certainly does not help your case - what is done is done.

you are obviously not at all knowledgable in this area - you seem to lack the most fundamental understanding of issues such as "concert party" etc. being so badly prepared, i recommend you to be very careful with the statements you through around from the Western territories, like today.

appointing directors to a board does not establish control per se. if, and i write "if", PG and WES appoint one director each and there are 5 or 6 directors in total - does that in your math establish "control"? maybe too difficult for you to answer?

why should any shareholder with a lot of capital invested in a company such as Swallowfield, oust competent managers working in the best interest of the company and its owners? that is an absurd idea - maybe the kind of scenarios you dream up after a couple of drinks too many!

next time you write in this forum: please study the subjects you address at least at the most basic level. and be very careful with distributing slander the way you now have done.

england needs foreign investors and this is not the way to attract and retain them.

[farmingrgp] 24/10/2010 19:52

Hi Baner.
My posting which has upset you was in response to Topvest who had received a letter from WSE and he raised the question as to whether PG and WSE were acting in concert. I expressed my opinion. In as much as it has caused offence I now remove it.
The underlying question is whether PG and WSE are seeking to place their nominated directors on the Board, which would allow them to control the company.
Would this be in the best interest of the company?
Would such control force our executive directors to move on?
I believe that it is important that WSE and PG attend the AGM and explain their reservations about the management. If there are issues the AGM is the place to air them.
If you have influence on PG or WSE I urge you to persuade them to attend the AGM of their company.

[baner] 24/10/2010 14:46

farmingrgp 150#

i understand they were out of Resolve at your local pharmacy?

when getting better, i believe you need to do some homework on the subjects you involve yourself with - it seems the water is a bit too deep for you!

1. the Panel does not disapprove of Concert Parties per se - but they certainly require such parties to for example bid for a company under certain circumstances, if they have indeed aimed to take control of such target by forming a concert party. maybe this is a bit complicated for you, but i beleive most other followers of this forum understands. so are you suggesting that there is indeed a concert party here and that accordingly an offer must be made for the company - as that is indeed the only relevant question here?

2. again; please consider what you write, your identity is not at all protected if you think so, and to distribute "slander" is indeed not legal! on what basis have you, poor man, come to the conclusion that this is a "grey area" if not illegal, as you claimed when waking up this morning, clearly not very clear in your thinking?

3. re Chapelthorpe: to use the words you used this morning, maybe before your first "pick me up"-drink, and then refer to a gossip statement in a paper - is rather negligent, to put it mildly! again, be a bit careful with what you write, and obviously also with your drinking!

the weather is quite OK in London today - it seems to be rather foggy in the West?

[meadow50] 24/10/2010 13:50

baner post 148
post 5. "mr Marshall is a highly successful and respected business man "
I am a holder of LFI where he is a director and 30% shareholder. He has overseen the decimation of the company's assets over the last 3 years from over 60p to the present 23p.Not so successful imo.Seems to be a collector of multi directors fees.

[farmingrgp] 24/10/2010 13:36

Thank you topvest for the clarification of the letter that you received from WSE.

[topvest] 24/10/2010 13:14

I'm sure WSE and Gyllenhammer know what they are doing. David Marshall is very experienced and respected. Gyllenhammer, I think, is more activist. WSE I suspect are just looking for a seat on the Board. It all seems a little naive of the existing Board to think they can ignore two holders of 30% and 16% of the shares.

The letter simply states that "We and Mr. Peter Gyllenhammer, who owns 30% of the company, will both be voting in FAVOUR of resolution 11." A number of other comments in the letter, largely about disappointing results and corporate governance, but these are WSE comments. I don't think they are working together, but may share the same view on this resolution.

I own shares in WSE and Swallowfield. For what it's worth, I think Swallowfield are doing a reasonable job, but could benefit from having their main shareholders on board. At the end of the day the company should be run on behalf of shareholders and ignoring half of them can't be right.

[baner] 24/10/2010 12:45

# farmingrgp 147

you use really strong words here - clearly being close to the management team of SWL or maybe you are just in a very bad mood on a Sunday morning. try a "Resolve" or two - and life will maybe smile at you again!

1. a concert party, if in place, is certainly not "illegal" in the UK - how on earth have you come to that conclusion? please explain, as this is a rather grave statement/accusation and our fellow readers should not be mislead by you in such a serious matter! be careful with what you write - your identity is by no means protected if that is what you believe..........

2. what is illegal however is to distribute "damaging false statements" re other persons, of the nature you lend yourself to in your posting no 147.

3. on what basis are you making the statement that "WSE and PG" are working together? does the fact that two individuals share a view re a particular matter automatically make them "working together" in your world? or do you have some inside information confirming they are indeed "working together"? if you agree with your fellow farmers that the pork belly prices are too low this year - are you automatically "working together" with these unhappy colleagues?

4. it seems you are really close also to PG as you publish "his claimed objectives" in your posting 147 - please confirm! do you actually work for him - or how do you otherwise have access to his "inner considerations" like this? i have friends who were shareholders in CPL too, bought in at 10p and were very happy when they got the offer 150% higher in less than a year. is that to "screw other shareholders"? it is difficult to understand your reasoning here but maybe you can help us all, once the "Resolve" has had its effect! and after all - not everybody interpret something negative in the word "screwing" that you so elegantly use to illustrate your feelings! it all depends, of course!

5. mr Marshall is a highly successful and respected business man and it seems the Viking Raider PG has done rather well too - you should probably know, being so close to him. IF they, being competent business people, have views re the board of SWL, why do you claim these are not justified? because you have been told so by the said directors? has it not struck you that maybe these persons, who have committed substantial capital in SWL equity - capital they seem to have built up pursuing successful businesses elsewhere, have good reasons to raise there voices in this case? or why do you otherwise believe they do so?

again; "Resolve" is an excellent cure when you suffer from the pains that seem to have distorted your thinkings this lovely morning! once it has had its desired effect, do go back to your desk and consider your writings for the future - and try not to breach the UK law by distributing "slander" again. because, THAT is indeed not legal!

PS you should find the Resolve at your local Boots - i guess they should be the same in the West as here in London, ca £4 a box - enjoy and Good Luck, it can´t get worse!

[farmingrgp] 24/10/2010 10:06

Hello Topvest.

[farmingrgp] 23/10/2010 15:46

Let us hope that Marshall and 'The Viking Raider' as PG is called by the Investors Chronicle, bother to turn up at the AGM and talk to their fellow shareholders. If they can't commit to attending an AGM what hope is there that they would fulfill their duties if they ever became board members?

[topvest] 23/10/2010 13:40

Well, an interesting letter received today from WSE as well. Both WSE and Gylenhammer (owning 46% - was 44%) are voting for resoltion 11. Neither shareholders were consulted in the recent appointment. This all seems very odd to me that Swallowfield are not talking to Gyllenhammer and Marshall, as acting in concert, they pretty much control the company or will definitely with another few percent. Seems to be a bit silly of the existing board to ignore them, particularly as WSE are not what you might call an activist shareholder. Can see some board resignations, if this isn't sorted. Marshall as a new Chairman is my tip!
Also, I'm not sure what the concert party rules are or implications of Gyllenhammer and WSE both pushing for the same thing. Anyone know?

[topvest] 22/10/2010 21:06

WSE still adding more.

They must be worried about the vote, as I've been sent another form by the company asking if I'd made a mistake voting against the board.

I'm not against the board. Just positive about WSE getting their way.

[baner] 11/10/2010 21:45

this is without doubt the best management team of any public company - in wellington. but the world is larger than that.........

[thatch3] 11/10/2010 21:01

Top vest . I still think that you are wrong, Marshall / Gillenhammer were offered a seat on the Board but refused to accept. They don't want a seat for themselves and now that Monsieur Berrebi is on the Board, what else are they asking for? WSE are looking as if they dont know whether they are coming or going. Perhaps they ought to take your adviceand move on.

[thatch3] 11/10/2010 20:55

I have just seen that the new FD has bought a big slug of these. Nice to see such confidence.

[topvest] 11/10/2010 20:55

I haven't talked to WSE, although I'm a small shareholder. WSE like to have Board representation at their strategic investments though, so I suspect they will get what they want in the end, or sell up! At the end of the day, this company is controlled by two holders without board representation which is rather odd. I guess they can't act together either without becoming a concert party. I agree that management are doing a reasonable, if not wonderful, job.

[thatch3] 11/10/2010 20:48

Hi Topvest.
I guess you have been speaking to WSE because my reading of the agenda does not say that WSE wants a seat for itself. I would suggest that WSE expressly does not want a seat, after all the main criteria set out by WSE states that this new director should have industry experience (aerosols, toiletries, cosmetics), which clearly Messrs Marshall do not have. Please can you speak again to WSE and ask what they really mean? The obvious choice, if there had to be another non exec with all those experiences, would be Tony Wardell who is also a major shareholder. When you speak to WSE please can you ask them to explain the arithmetic. They want TWO more directors to make a total of 7 but six and two make eight. I assume that you are the mouth piece and supporter of WSE so please can you clarify what they mean. I would suggest that the chairman should declare the resolution null and void because it is arithmetically incorrect. Smith and Williamson have come out with some good looking figures for next year. Why can't WSE and the 'Viking Raider' leave the management to run this company? They are doing a dammed good job and all of this attempt by two shareholders to throw their weight around distracts our good team from growing the business.

[topvest] 09/10/2010 14:13

I see that WSE have proposed a resolution at the AGM that is being rebuffed by the Board. They are still pushing for an additional non-Exec. I will support them as I can't see why the Board are not allowing WSE a seat on the Board given they have a sizeable stake. Marshall would surely make a positive contribution here. I wonder whether Gyllenhammer will support the resolution?

[topvest] 04/7/2010 15:12

Only just noticed the mild profit warning. Doesn't sound much more than a temporary set-back given the bulging order book. Still looks promising here.