Titan Europe Share Discussion Threads

[kimboy2] 01/8/2012 23:05

I think it is about right. They had the value of the investment at £12.3m in the AR when the value was about 319. It is now 722

The contribution to profit was about £1.5m.

ISTM the obvious thing to do is to sell Wheels India before they get into any negotiations with TWI. Why let TWI asset strip our assets.

Hopefully our 'independent directors' will be getting on with this. Not sure how they get board approval for something which won't be in TWI's interests, even if it is in the majority of TSW shareholders interests.

[kimboy2] 01/8/2012 20:16

Something which tends to be forgotten is Wheels India;



I am never very good at working out the value of Indian shares but;

722R/86 = 839p per share

TSW holding 3.54m = £29.7m or 34p per TSW share

Does that sound about right ?

[smicker] 01/8/2012 15:52

Some serious volume now appearing. Looks like there may be some action after all

[kimboy2] 01/8/2012 12:02

I would say;

1. This is dependent on the TWI price and there isn't enough in it to arb it, unless they expect another or larger offer.

2. They already hold sufficient to block the delisting. I don't think a few extra will improve that situation.

3. They can get up to 29.9% but I can't see how that will force TSW to sell them anything.

4. I don't think that TWI will pursue the bid if they can't delist, which Mefro already can block

5. This would seem the most likely. However I would expect them to be forced into some sort of declaration by the Takeover Code fairly shortly if this were the case.

I certainly wouldn't rule out that TWI bid to force the issue and view now as an opportune moment to bid.

[stemis] 01/8/2012 11:18

I suppose there could be many reasons Mefro are buying the shares

1. they know the deal will succeed (because they can deliver it) so they are just arb'ing it (at the current offer or an enhanced offer they expect to be negotiated)
2. they are buying to strengthen their position and force a negotiation about carving up TSW
3. They are strengthening their position in a bid to force TSW to sell them the bits they want.
4. they are buying to block the offer from TWI
5. they are buying as a precursor to making a bid

Indeed maybe TWI have only bid the force Mefro's hand, either in respect of 2. or 4. above.

[kimboy2] 01/8/2012 11:12

I don't think the directors are thieving in so far as they are trousering the profit. I think that there are very serious questions as to exactly who's interests some directors are pursuing.

That will become a pertinent question if TSW remains independent.

I don't think that TWI will succeed with the present offer without Mefro and the fact that they are buying would suggest that they have a different agenda.

[and1] 01/8/2012 10:56

what a bunch of thieves the Titan directors, however in this day and age they can probably get away with it.. unless a competitr has some spare cash and some guts to pick up a good deal.

[catandcrow] 01/8/2012 09:50

"Dissemination of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG." - might not be properly feeding into RNS.

[kimboy2] 31/7/2012 20:42

It looks as though someone has picked up some more today.

I think the probability is that Mefro are going to bid FWIW.

If they do intend to bid and are buying shares I suspect that they will be required to reveal their hand fairly shortly.

[smicker] 31/7/2012 15:27

Anyone any idea why the above limk to the mefro purchases would not yet be available via RNS?

[horndean eagle] 31/7/2012 14:47

Good to see them turning up. Think this confirms there is not a hope in hell of them accepting the mooted offer. I don't think that is surprising in the slightest. Titan knew they had no chance of getting the Germans on board and hence made the offer using a 51% majority. Guess the Germans could make a move themselves. More likely they will try and get a much higher cash offer on the table.

[smicker] 31/7/2012 14:19

Kimboy2,
What do you make of the latest RNS where Mefro are buying shares up to 1.18?

[kimboy2] 31/7/2012 10:30

They can consult with other shareholders but cannot offer a more advantageous price.

I presume they could, for example, offer to sell Mefro the Italian unit at a price which may have the effect of offering them a more advantageous price.

However the RNS today would suggest that there is no agreement or understanding with Mefro at present.

I would have thought they would have tried to reach an agreement with Mefro to present a fait accompli to the market and small shareholders. The fact they haven't would suggest that Mefro weren't agreeable as things stand.

It may be that TWI wanted to force the issue, and felt that this was a good time to do it.

[smicker] 31/7/2012 10:07

Whether it is ethical or not, is it legal for one party to a takeover to consult with another shareholder to offer them more advantageous terms than the other shareholders?

I cannot see Mefro agreeing to this price unless some form of understanding has been reached. I also got in here at a very cheap price but that doesnt make the take out price feel any more acceptable and Mefro are surely able to more accurately value the company re synergies and cost take out.

Whether they have the firepower to do something about it is the question

[kimboy2] 31/7/2012 08:56

It would appear that TWI have not secured any support from elsewhere for the potential bis at this stage.

It seems odd really as I would have thought they would have got it buttoned up before they showed their hand

[tiswas] 30/7/2012 08:54

David

I have now received confirmation that the "Independent" Committee comprises of:

Gary Chesterton-Group Finance Director
Cecilia La Manna - Executive Director
Vince Wicks - Executive Director
Phil Gartside - Independent NED

This was received via their communications company.

I have replied expressing my concern that there is little true "independence" on this committee and I have been promised a call from their corporate adviser, Arden Partners.

Rob

[davidosh] 27/7/2012 16:54

Tiswas....Do you post on TMF? You should add to the discussion there especially if you get any feedback from talking to the parties involved.
Incidentally ShareSoc have had four complaints about TSW so it is likely they will be looking closely at the situation as it develops but it is for shareholders to engage with directors and request an additional independent director not ShareSoc.

[tiswas] 27/7/2012 15:16

And it gets better.

[tiswas] 27/7/2012 13:07

Whoops, should have read TMF first! David is on the case.

[tiswas] 27/7/2012 13:03

David

Did the non-exec get back to you?

I have not had a reply from Griffiths, but to be honest nor was I expecting one. neither have I had a reply from the company asking who was on the Independent committee.

Looks like one for ShareSoc!

[kimboy2] 27/7/2012 11:12

Well firstly on a bid my view is that 180p is the minimum. That is tomorrow's price today and I think in a years time that is where we will be. I am happy to wait.

I think it is probably significant that we have heard nothing from the company, or at least those who aren't in the enemy camp. It would have been easy to slip out a holding RNS, but they haven't.

I am not sure an EGM and a new non exec will do any good. In the end it all boils down to what Mefro do and I don't suppose they are going to be influenced by a new non exec who doesn't really know the business.

Richard Griffiths would be a useful bloke to get hold of and see what his view is.

IMV there are 4 alternatives for Mefro;

1. They want the cash, in which case they will want and expect to bid the price up.

2. They want the company, in which case they will be looking down the back of the sofa.

3. They are happy to see their holding as an investment and will continue with the status quo.

4. They want parts of TSW in which case they will negotiate with TWI to our probable disadvantage.


There could always be another bidder. I doubt it would be a private equity group as they would expect to be outbid by TWI and just waste their costs.

That would only leave other wheel producers and who knows. Finance is the obvious hurdle.

We shall see.

[stemis] 27/7/2012 10:49

Remember it is the average Euro rate which impacts earnings but closing Euro which impacts debt.

[davidosh] 27/7/2012 08:43

Why not consider immediately requesting and appointing a new non executive director to act for the minorities in this situation? We need representation or we threaten an EGM which they will not want right now. We only need 5% and I can speak to a number of the instos to suggest it. They are far from happy about the timing of this having spoken to two of them.

[kimboy2] 27/7/2012 00:58

Yes I thought that the profit warning was a bit byzantine. I suspect that TWI wanted a warning before they issued their offer and applied pressure.

In May Arden did an analysis of the currency situation. A 10% fall in the euro against the pound would reduce operating profit by £1.8m offset by a £0.9m effect on the interest bill.

The net effect of £0.9m would be 3.5% of forecast PBT on a 10% euro fall.

Then of course there is the debt. They have £131m of euro denominated debt so a fall of 10% would remove £13m of debt.

Seems to me that the effect of reducing the debt substantially is the major financial item but is only mentioned in the RNS as the very last item.

I wonder why that was.

I think the real point is that if the euro stayed down then the positive effect on debt and interest payments would remain but the negative effect on operating profit would not as margins rose.

One other thing that occurs to me is that if TSW escapes the clutches of TWI and remains independent then I think a Rubicon has been passed as far as the Chairman and CEO are concerned.