Themutual.Net Share Discussion Threads

[valustar1] 28/11/2008 11:33

That point of excluding shareholders who live outside easy reach of London was made very clear to the Chairman.

[hirschnathan] 28/11/2008 11:18

Hi Ashleigh

Thanks for the update, with the agm at 9:00 it would mean having to stay overnight in London which is not really feasible with a family

[marben100] 28/11/2008 10:51

AshleighP,

Thanks v much for doing the write-up & nice to meet you yesterday. Not a lot to add to that, it was a very comprehensive writeup.

I hope the Board take our concerns seriously and become somewhat more "shareholder friendly".

One point that Mark Smith made after the meeting is that at the current SP, TMN is "priced to go bust". ISTM that there is little likelihood of that. It is quite possible that TMN will struggle to maintain revenues & profits over the next year or two - this looks like being a really savage recession... but that is more than reflected in the share price now. Once the "green shoots of recovery" start to show again, TMN should be able to get back on track - probably stronger as weaker competitors are eliminated.

We had quite a discussion with MS after the meeting about his commitment to the company and my impression was that he was in no hurry to move to pastures new (difficult anyway in the current climate). He certainly expressed a strong commitment and his strategy for the business seems quite clear and sensible.

Very disappointing that Mike Danson didn't show up for his first meeting with shareholders, nor even send an apology (at least Peter Harkness didn't give one). Does not bode well for his representation of other shareholders' interests, as a non-exec should. I therefore voted against his appointment.

I await the interims on 10/12 with interest.

Regards,

Mark

[valustar1] 28/11/2008 10:44

Good point AshleighP, funny how the ones who express strong views on BBs never seem to turn up at AGMs, or perhaps they do and sit at the back and say nothing.

Never mind perhaps they are happy to continue in their own worlds ignoring the real one

[welsheagle] 27/11/2008 21:46

Thanks for the report, AshleighP.

[jecs] 27/11/2008 21:34

AshleighP,
Thanks for sharing your notes.

[ashleighp] 27/11/2008 20:59

Hi

My notes from today's AGM are as follows (others may add more):

PI attendees from this board were myself, Valustar1, The Analyst, Davidosh and Marben100. There was another PI there who Davidosh knew. There were one or two other PIs not known to me.

The meeting started off with quite a bit of friction from both sides, with shareholders unhappy with the start time and the chairman being quite defensive. Without going into details some forthright comments were made, but the board did take on board our concerns and promised to be more accomodating next year (shame they didn't say that at the start of the conversation!). After that proceedings were a lot smoother and both sides thawed sufficiently for some good dialogue.

There was no Mike Danson in attendance, all other directors were present.

The board would not give any guidance about trading, as they told us that results would be soon (as you would have seen from the RNS). They also pointed out that they don't believe that any trading statement needed to be made as they had nothing overtly positive or negative to say.

I didn't make a note of questions asked, but below covers most of the responses. Others may add more as I did not note everything said.

The medium to long term goals are to expand the divisional offering to mean that they can cater for all aspects of a clients online marketing needs (e.g. e-mail, advertising, research). They would like to be be biggest and best digital marketing solution available. They believe they are in a stronger position now, taking into account the current downturn, compared to where they would have been without IBG.

The deferred consideration for TAPPS in 2009 should be self funding if the target is met to trigger it.

The Management Buy Out attempt was a reaction to the Tangent offer and the fact that they were approached by a number of VCs following coming "into play". The MBO was explored as a way of maximising shareholder value. About half a dozen VCs were spoken to and the finance options were changing all the time, such that it was not possible to make a formal offer for the company. The Tangent offer and subsequent MBO possibility have caused a lot of disruption in the year pushing back publication of results for instance. The management put this behind them pretty quickly and the chairman pointed out that they have put in substantial extra effort into the business since.

The UK is the most mature market TMN are in. Holland is more advanced than Spain, but Spain is a bigger emerging opportunity. France and Germany are similar markets to Holland, but bigger. Although TMN trades in the US through IBG there is no interest in pursuing growth over there, although this has generated opportunities for Europe based divisions of the group. Overall the board are very cautious about anything related to the US. Europe is a more local market and strong management exists in each country TMN are in.

Mutualpoints is to be relaunched next year and if you use an ad blocker in your portal (as I do) this will prevent them automatically allocating rewards to your account.

There will be details of debt level in the interims so they won't say anything today, but they are "comfortable" with this area.

A research company (can't remember which) has forecast 2.2% growth in digital marketing next year, but a 5% decline in digital advertising.

The British Retail Consortium plus another organisation I can't remember the name of reported that online sales are showing 15% year-on-year growth in recent months - evidence that more high street spend is moving online.

Sweatband was sold because it didn't make any money and being a retailer didn't fit with the rest of the business - they would not disclose price, but suggested some information would be in the interims.

There are no plans to pay dividends yet - reinvesting in the business being seen as a better use of cash for investors. The balance sheet is structured suitably if they wanted to pay a dividend.

That's the end of my notes.

My impressions were that once Mark Smith started talking about the business in more detail in response to questions the mood lightened a lot. It's always a pleasure listening to someone who has passion and knows their business well and I felt both from Mark. Clearly the economy is not as easy to trade in now as it has been, but they seemed pretty happy with the business taking this into account and appear to be in for the long haul. I've been a shareholder for over 5 years and although the price is garbage at the moment I am in no mood to sell any of my holding.

[old boy returns] 27/11/2008 12:28

I would be very grateful if anyone who attended the AGM could post any pertinant points.

As an aside I think the Pay for Performance affiliate marketing advertising model should become more popular with online merchants in the current climate. I am starting to the PPC Google Adwords model painful as customers shop around more and more and go backwards and forwards between sites meaning that you get more and more clicks for less sales.

[doughboy66] 27/11/2008 10:10

Another poor day for TMN but not long to wait now to see just how bad or good things really are, interim results are published on the 10th December.

[takeatip] 24/11/2008 16:40

Hope so I have a lot of money in this one.

[coffeelito] 24/11/2008 14:57

She's been falling, on and off, for about 20 months.

[takeatip] 24/11/2008 14:49

Can't remember that far back

[coffeelito] 24/11/2008 12:54

She's gone up !!! When did that last happen ???

[coffeelito] 21/11/2008 13:37

She bounced !!!!! wHEN DID THAT LAST HAPPEN???

[davidosh] 21/11/2008 08:46

Just a quick mention that after the Agm at 11am I have set up a presentation and Q&A session with a super little small cap that is putting out profit upgrades almost every month and had a trading statement out today....LOQ



They are on a p/e of about three and no debt/ net cash and big dollar earners as mentioned in my last piece. I hope some of you will find them interesting.

[davidosh] 20/11/2008 16:52

The notice for AGM is now on the website but a rather unfriendly time for the start at 9am which means an overnight stay for those travelling from more than 100 miles outside London and rush hour to compete with.


Notice is hereby given that the annual general meeting of TMN Group plc (the "Company") will he held at the offices of
College Hill, The Registry, Royal Mint Court, London EC3N 4QN on 27 November 2008 at 9.00am for the following
purposes:
Ordinary business
1 To receive the directors' report and accounts for the financial year ended 30 April 2008 and the auditors' report on
the accounts.
2 To re-appoint Mike Danson as a director of the Company who, having been appointed since the last annual general
meeting, holds office in accordance with the Company's articles of association until the upcoming annual general
meeting and being eligible, offers himself for re-appointment.
3 To re-appoint Vince Smith as a director of the Company, who retires by rotation pursuant to the Company's articles of
association and who, being eligible, offers himself for re-election.
4 To re-appoint Grant Thornton UK LLP as the auditors of the Company to hold office from the conclusion of this
meeting until the conclusion of the next general meeting at which accounts are laid before the Company, at a
remuneration to be fixed by the directors.
Special business
To consider, and if thought fit, to pass the following resolutions of which resolutions numbered 5 and 6 will be proposed
as ordinary resolutions and resolutions numbered 7 and 8 will be proposed as special resolutions:
Ordinary Resolutions
5 That the authorised share capital of the Company be and is hereby increased from £110,000 to £111,000 by the
creation of an additional 10,000,000 ordinary shares of £0.0001 each ranking in all respects pari passu with the
existing ordinary shares in the capital of the Company.
6 That in substitution for all authorities in existence immediately prior to this resolution being passed, the directors be
and are hereby generally and unconditionally authorised pursuant to section 80 of the Companies Act 1985 as
amended (the "Act") to exercise all or any of the powers of the Company to allot relevant securities (within the
meaning of that section) up to an aggregate nominal amount of £2,512.51 provided that this authority shall expire
(unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the annual
general meeting of the Company to be held in 2009 save that the Company may before such expiry make an offer or
agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot
relevant securities pursuant to any such offer or agreement notwithstanding such expiry.
Special Resolutions
7 That in substitution for all existing powers pursuant to section 95 of the Act, the directors be and are hereby
empowered to allot equity securities (within the meaning of section 94 of the Act) for cash pursuant to the authority
conferred by resolution 6 above as if section 89(1) of the Act did not apply to any such allotment provided that this
power shall be limited to:
(a) the allotment of equity securities in connection with an issue in favour of the holders of ordinary shares in the
Company in proportion (as nearly as may be) to their respective holdings of ordinary shares, subject only to
exclusions or other arrangements which the directors may deem necessary or expedient to deal with fractional
entitlements, legal or practical problems arising in any overseas territory or the requirements of any regulatory
body or stock exchange in any territory; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate
nominal amount of £376.91,
and the power hereby granted shall expire at the conclusion of the annual general meeting of the Company to be held
in 2009 save that the Company may before such expiry make an offer or agreement which would or might require
equity securities to be allotted after such expiry but otherwise in accordance with the foregoing provisions of this
power in which case the directors may allot equity securities in pursuance of such offer or agreement as if the power
conferred hereby had not expired.
Notice of Annual General Meeting
2 TMN Group plc
Notes
1. Members are entitled to appoint a proxy to exercise all or
any of their rights to attend and to speak and vote on their
behalf at the meeting. A form of proxy is enclosed, together
with instructions for completing and returning the same. A
proxy need not also be a member. Members who have
lodged forms of proxy are not thereby prevented from
attending the meeting and voting in person if they so wish.
More than one proxy can be appointed in relation to the AGM
provided that each proxy is appointed to exercise the rights
attached to a different ordinary share or shares held by that
shareholder. To appoint more than one proxy, the proxy form
should be photocopied and completed for each proxy holder.
The proxy holder's name should be written on the proxy form
together with the number of shares in relation to which the
proxy is authorised to act. The box on the proxy form must
also be ticked to indicate that the proxy instruction is one of
multiple instructions being given. To be effective, forms of
proxy (together with a power of attorney or other authority
under which it is signed or alternatively a certified copy of
such power of authority) must be lodged with the Company's
Registrars, Capita Registrars, The Proxies Department, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so
as to be received not later than 48 hours before the time
appointed for the holding of the meeting or any adjournment
thereof.
2. The Company, pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, specifies that
only those shareholders registered in the register of
members of the company as at 6.00pm on 25 November
2008 (or, in the event that the meeting is adjourned, 6.00pm
on the day which is two days before the day of the meeting)
shall be entitled to attend or vote at this meeting in respect
of the number of shares registered in their name at that
time. Changes to entries on the register of members after
that time shall be disregarded in determining the rights of
any person to attend or vote at this meeting.
3. In order for a proxy appointment made by means of CREST to
be valid, the appropriate CREST message (a CREST Proxy
Instruction) must be properly authenticated in accordance
with Euroclear UK & Ireland Limited's specifications and
must contain the information required for such instructions,
as described in the CREST Manual. The message must be
transmitted so as to be received by Capita (ID RA10) not
later than 48 hours before the time fixed for the AGM. For
this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the message by
the CREST Applications Host) from which Capita is able to
retrieve the message by enquiry to CREST. After this time any
change of instructions to proxies appointed through CREST
should be communicated to the appointee through other
means. Euroclear UK & Ireland Limited does not make
8 That the Company be and is hereby authorised pursuant to Section 166 of the Act to make market purchases (within
the meaning of Section 163(3) of the Act) on the AIM market of London Stock Exchange plc of its ordinary shares on
such terms and in such manner as the directors shall determine, provided that:
(a) the Company does not purchase under this authority ordinary shares with an aggregate nominal value of more
than £753.83;
(b) the Company does not pay less than the nominal value for such a share;
(c) the Company does not pay more for such a share than 5 per cent. over the average of the middle market
quotations for the ordinary shares according to the AIM Appendix of the Daily Official List of London Stock
Exchange plc for the five business days immediately preceding the date on which the Company agrees to buy the
share concerned;
(d) this authority shall continue in force until the conclusion of the next annual general meeting of the Company held
after the passing of this resolution or 31 October 2009 whichever is the earlier; and
(e) the Company may agree before the authority terminates under (d) above to purchase ordinary shares where the
purchase will or may be executed after the authority terminates (either wholly or in part), whereupon the Company
may complete such a purchase even though the authority has terminated.
By Order of the Board 30 October 2008

[hirschnathan] 20/11/2008 16:42

when is the agm?

[davidosh] 20/11/2008 14:50

Baheid101.....I do hope you are coming to the Agm ?

All these and more answers are needed. There will be at least ten of us going.

[baheid101] 20/11/2008 14:37

Judging by the rancid site redesign of Sweatband, its probably better that TMN aren't owning it anymore. It is, and I take no pleasure in saying this whatsoever, another example of major mistakes by the previous management. Sweatband could, in common with countless other UK ecommerce businesses, have delivered double digit sales and profit growth in recent years before the credit crunch hit. Instead it has been left to rot and now it has been sold for pennies as the consumer environment has deteriorated. Brilliant.

The retail business delivered £250k annual EBITDA a couple of years ago even with lacklustre execution, and on a distressed exit multiple of say 5x EBITDA should have been worth £1.25m to a trade buyer. This is OVER 10% OF TMN's CURRENT MARKET CAP!!!

So annoying. I have supported this company for over four years with my hard earned cash and blatant value destruction is pretty hard to take. The TMN management were infinitely more impressive when I saw them at the last results, however I want to see the management putting their hands in their pockets and buying shares now that the prospect of enriching themselves at the expense of ordinary shareholders through a buyout seems to have receeded.

[old boy returns] 19/11/2008 15:39

Yes they did acquire a warehouse for their online retail operations. Also a showroom / retail outlet in London. So will be intersting to see what has happened to these. Also whether they have just sold sweatband or got rid of the rest of online retail (gadgethub etc.) as well.

I was always frustrated with ibg over sweatband because their marketing was good but their product offering was poor. For example they did a regular brochure mailshot to all tennis clubs but did not offer the racket brands which most club players are currently buying. I contacted Maz (pre TMN takeover) to offer to help but he said back then that they were in talks to sell sweatband so 'thanks but no thanks'.

[davidosh] 19/11/2008 15:11

That is fine then.....if immaterial just tell us the details so that we can decide as owners if you are doing a good job in selling off our assets and who to ??