The Artisanal Spirits Share Discussion Threads

[troutisout] 12/12/2006 12:04

Hi all, Sold out of Artisan at quite a loss, a couple of years back but have watched ever since.
It looks like a lot of investors will want to round up holdings to make them divisable by 6,000. Those who don't will get 3.25p for the loose ends, this must act as an anchor for the bid until the EGM as if the bid goes up too much people will sell in the market and get a better price than 3.25p (although dealing costs need to be taken into account).
It also seems that Aspen get a great deal buying these shares at 3.25p when the market is paying nearly 4p.
Let's hope for all of you that it works out to your best advantage,

Good luck,

Trout.

[hosede] 12/12/2006 11:33

DD
Most of the profit "slump" is due to accounting - The total shareholders assets are up. A lot of apparent sells this morning, but the price is up 0.5p so clearly a big buy either not reported or in course of being filled.

[puffet] 12/12/2006 11:02

It looks like you can buy shares up to the 19th Jan that being the Record Date.

[scsw] 12/12/2006 10:53

Never rule out 'real value' of a bombed out tiddler IMO. 20% plus holding to the director, what price a MBO ?

[doshdabbler] 12/12/2006 10:50

Why would anyone want to add when they've just said profits have slumped? Go figure

[scsw] 12/12/2006 10:49

Can someone tell me if a holder still has chance to buy more shares to make their holding exactly divisible by 6k, or has that point already been passed. From my reading, they haven't had the EGM yet to approve, so there is still time to round up if required ?

Thanks

[sll] 12/12/2006 10:45

Well, I have nudged my stake up this morning to also be exactly divisible by 60,000 (10 x 6,000) for the sake of round-ish numbers post consolidation. Given the adverse maths of running with 10,000+ shareholders for a business of this size, I have a lot of sympathy with what the Board are now proposing. If this move also paves the way for more economical dividend handling in future, then that too would be no bad thing. Looking ahead to 30/6/7, ART should be very well sorted to move forward in a meaningful way, with its accounts prepared in accordance with IFRS, with an industry standard y/end, and a cleansed members register, able to pay divs, no legal cases, stable & prudent management, profitable, good land bank, etc. given the many clean-ups and progressions since the new Team took charge. Maybe the share price will also be able to progress, come the finals in September 2007. steve

[hosede] 12/12/2006 09:41

Hopefully one effect will be to reduce the spread. MMs are happy to quote 2.75/3.50p but would feel guilty about quoting 110/140p for a more highly priced share. Overall it should be beneficial - particularly as by chance my shareholding is exactly divisible by 6000 :-)

[cheddars] 12/12/2006 08:57

"dividend declared of 1.2p per new ordinary share (equivalent to 0.03p per
existing ordinary share)"

Based on current market price that is 0.92%

[gjabrj] 12/12/2006 08:50

I hold 300,000 and the excitment is getting to much.

Should maybe switch funds to FAO or BLR.

[bsg] 12/12/2006 08:48

I wonder what will happen to nominee a/c holders ? maybe the fractional parts will be pooled and distibuted among a/c holders.

[gjabrj] 12/12/2006 08:29

Those results certainly stirred up some interest!

[stephenwilson] 12/12/2006 08:15

If you have less than 6000 shares you are bought out at 3.25 pps.
If you have more than 6000 shares you get 150 shares for each whole 6000.
So new share price will be 40 x 3.25 = 130 pence.
I think?

[gjabrj] 12/12/2006 08:15

Can anybody but the divi in % terms ie 2% of holding.

[sharestriker] 12/12/2006 08:13

therefore at todays value the new shares would trade at say approx. £1.30 each

[gjabrj] 12/12/2006 08:02

Small divi to help push the vote through.

[gizzimodo] 12/12/2006 08:01

A niced tidy way for Mr Stevens to acquire shares , lets hope the first step to a sale or MBO.

[bsg] 12/12/2006 08:01

Thats the shares nominal value not the value it is traded at.

[gjabrj] 12/12/2006 07:58

All double dutch to me!

[sharestriker] 12/12/2006 07:53

if you have 6000 shares worth at the moment 6000x3.25p = £195
they are going to give you 1 consolidated share worth £30 per 6000 shares
have I got this wrong for this does not seem right to me

[canford cliffs] 12/12/2006 07:16

seemslike some new about this;
------------------------------------------------------------------------------
The Directors are proposing to consolidate the Existing Ordinary Shares on the
basis of 1 Consolidated Share for every 6,000 Existing Ordinary Shares held,
creating new Consolidated Shares of £30 each. Each Consolidated Share will then
immediately be sub-divided into 150 New Ordinary Shares of 20p each.

To effect the consolidation, it was necessary to issue 574 additional Existing
Ordinary Shares so that the Company's issued share capital is exactly divisible
by 6,000. The Company has issued those 574 Existing Ordinary Shares for a cash
at an issue price of 3.25p per Existing Ordinary Share on 11 December 2006 and
application has been made for them to be admitted to trading on AIM.
Accordingly, following the consolidation the Company's issued ordinary share
capital will comprise 54,755 Consolidated Shares. Each Consolidated Share will
then be sub-divided into 150 New Ordinary Shares resulting in the Company's
authorised share capital being 25,000,000 New Ordinary Shares and the Company's
issued share capital being 8,213,250 New Ordinary Shares.

Other than the change in the nominal value, the New Ordinary Shares arising on
completion of the Capital Reorganisation will have the same rights as the
Existing Ordinary Shares, including, without limitation, the same voting,
dividend and other rights.

A consequence of the terms of the Capital Reorganisation is that holders of
fewer than 6,000 Existing Ordinary Shares will not be entitled to receive a
Consolidated Share and holders of more than 6,000 Existing Ordinary Shares will
only be entitled to one Consolidated Share for every 6,000 Existing Ordinary
Shares they hold at the Record Date. They will not be entitled to receive
Consolidated Shares in respect of their Fractional Entitlements. Further
information about the treatment of Fractional Entitlements is set out below.

Based on the Share Register on 7 December 2006, the Directors estimate that the
number of Shareholders following the Capital Reorganisation becoming effective
would reduce by approximately 54 percent. to approximately 4,700 Shareholders.


Fractional Entitlements

Where, as a result of the consolidation of the Existing Ordinary Shares
described above, any Shareholder is entitled to a fraction only of a
Consolidated Share (a 'Fractional Entitlement'), all such fractions shall be
aggregated by the Company so as to form full Consolidated Shares.

The Consolidated Shares will then be sub-divided (along with all other
Consolidated Shares) into New Ordinary Shares pursuant to the Capital
Reorganisation. The Directors have entered into a Placing Agreement (further
details of which are set out below) to sell these New Ordinary Shares on behalf
of the Fractional Shareholders, to Aspen, conditional upon the Resolutions being
passed at the Extraordinary General Meeting and upon Admission of the New
Ordinary Shares to trading on AIM, at a price of 130 per share (equivalent to a
share price of 3.25p per Existing Ordinary Share, being the average middle
market price for the Existing Ordinary Shares, as quoted in the AIM appendix of
the Daily Official List for the last five days prior to the announcement of the
proposed Capital Reorganisation.)

The proceeds of the sale will then be distributed to the Fractional Shareholders
in proportion to the fractions of Consolidated Shares held by each of them,
except where the payment due to any Fractional Shareholder would be less than £2
in which case, for purely economic reasons, the Directors have decided, in the
exercise of their discretion under the Company's Articles of Association, that
the payment should be retained by the Company for its own benefit.

As stated above, on completion of the Capital Reorganisation any Shareholder
holding fewer than 6,000 Existing Ordinary Shares on the Record Date will no
longer be a shareholder in the Company. This is because such Shareholders will
not have any Consolidated Shares which would be sub-divided into New Ordinary
Shares. Instead, such Shareholders would receive a cash sum equal to the number
of Existing Ordinary Shares held by them at the Record Date multiplied by 3.25p,
being the price being subscribed for the Fractional Entitlements by Aspen
pursuant to the Placing Agreement, provided, as explained above, the payment due
is £2 or more.

Any Shareholder holding more than 6,000 Existing Ordinary Shares, on the Record
Date, but a holding which is not exactly divisible by 6,000, will be entitled to
one Consolidated Share for each 6,000 Existing Ordinary Shares held together
with the proceeds of sale of his or her Fractional Entitlement to a Consolidated
Share (which will be aggregated and sold as described above) subject to the
minimum payment of £2.


The Record Date

The Record Date for the proposed Capital Reorganisation (being the date the
Fractional Entitlements will be calculated) will be the close of business on 19
January 2007 and, if approved by Shareholders, it is expected that the proposed
Capital Reorganisation will become effective on Admission of the New Ordinary
Shares to trading on AIM which is expected to take place at 8.00 a.m. on Monday
22 January 2007.


Placing of the Fractional Entitlements

The Company has entered into a Placing Agreement with Aspen Finance Limited ('
Aspen'), a company in which Michael Stevens, the Chairman of Artisan, has a
beneficial interest, whereby Aspen has undertaken to subscribe for the New
Ordinary Shares created by the aggregation of the Fractional Entitlements, but
subject to a limit such that Aspen cannot be obliged to subscribe for such
number of Fractional Entitlements as would result in Aspen holding more than
29.5 per cent of the Company's issued share capital, when combined with Aspen's
existing holding of 21.97 per cent. The Placing Agreement is conditional on the
approval by Shareholders of the Resolutions to be proposed at the Extraordinary
General meeting of the Company to be held on 19 January 2007 and Admission of
the New Ordinary Shares to trading on AIM. Following the Capital Reorganisation
becoming effective, Aspen will have a beneficial interest in up to 29.5 per cent
of the issued share capital of the Company. As this agreement is classified as a
related party transaction under the AIM rules, the Board, with the exception of
Michael Stevens, having consulted with the Company's Nominated Adviser, Brewin
Dolphin Securities, consider that the terms of the transaction are fair and
reasonable insofar as the Shareholders of the Company are concerned.

To the extent that the number of Fractional Entitlements arising from the
Capital Reorganisation would, but for the limit contained in the Placing
Agreement, result in Aspen being beneficially interested in more than 29.5 per
cent of the Company's issued share capital, the Directors propose that the
Company itself purchase the 'excess' Fractional Entitlements, and hold the
shares so purchased as treasury shares. Any such purchase would have to be made
out of distributable profits, but the Directors estimate that the purchase cost
of such excess number of Fractional Entitlements should not exceed £150,000.The
Company cannot purchase its own shares without authority from Shareholders to do
so, and Resolution 2 on the Notice of Extraordinary General Meeting would give
such authority for the Company to purchase its own shares up to a nominal value
of £23,076.

[gjabrj] 11/12/2006 15:39

Is someone expecting bad news tomorrow????

[gjabrj] 11/12/2006 10:55

Mr T should get a few today with people selling the day before results.

[bsg] 07/12/2006 09:26

Trouble is we've had quite a few positive RNS's but it hasn't helped much !

[gjabrj] 06/12/2006 20:42

fingers crossed for a positive rns