Tp Share Discussion Threads

[pugugly] 16/12/2021 19:40

Only have to check the terms of the standbyt loan to see TP is well and truely up the creek (The alogro's policing these threads would refuse to accept the true definition!!)

"While it is hoped that this facility will not be required to be used, this is a prudent and appropriate measure to provide additional headroom. In summary, the Revolving Credit Facility provided by Science Group is for up to GBP5 million for a period to 30 September 2023. The terms of the facility, which reflect the unsecured standby revolving nature of the arrangement, include a set-up fee of 3%, interest rate on drawn amounts of 1% per month and a rate of 0.4% per month of any undrawn amount, both subject to the Sterling Overnight Index Average remaining below 1%. The facility can be cancelled or refinanced by TP Group at any time and without penalty or early termination charges."

Was thinking of getting back in but now deep into bargepole territory, so no way!.

[larry laffer] 16/12/2021 19:18

Just so it’s clear…..I am inadvertently posting on this thread.

See other thread for details.

[timojelly] 16/12/2021 18:45

We appear to have a couple of years to get a grip.

[secretsqu] 16/12/2021 18:30

An apology to those that were met with your vitriol when the leadership of PC was questioned would not go anywhere near to covering it.I remember you getting it all wrong with your analysis of PCs success at Vega, despite him selling it for less than when he joined.Get help with that narcissism.

[septblues] 16/12/2021 17:43

SAG has shown its true colours - it's a banker. Show and focus on every liability and write down each asset value. A growtb equity investor would look at things differently.

[timojelly] 16/12/2021 17:27

Are we now saying Maritime is a basket case?

[catch007] 16/12/2021 16:09

timojelly: 'while the bank has remained constructive, without additional external funding, the Company's bank was unwilling to provide additional support or flexibility' Couldnt be more explicit the company has been placed in a high risk category by HSBC (specialised lending) and unwilling to extend further support without external guarantees or funds injected, no Bank would offer further support when 'going concern' issues are prominent and not satisfied. Accounts issues mean that Banking Covenants are broken as part of the funding agreements and must be repaired.

SAG have provided the necessary support albeit a very expensive facility 3% arrangement fee ouch! market price 1s normally 1-2% and the cost of funding reflect the higher risk. As a related transaction of course SAG & TPG grow ever closer entwined the game is pretty much over for TPG as SAG will dictate the final kill price and then asset strip to replace funds. I am certain SAG will have been deeply shocked at what has been uncovered after buying 27% of the company in the open market and seeing the assets were not all they thought them to be!

[septblues] 16/12/2021 14:36

Is Stroud the Company Secretary.

[cerrito] 16/12/2021 14:06

I have to say as someone who messed up and only sold 15pc of his holding at 6p plus I am pleasantly surprised that the share price did not fall more and sold half my small holding.
Agree that Stroud's position is untenable but he is the only one who knows where the bodies are buried.

[marktime1231] 16/12/2021 12:39

Well this comes as no surprise - the cash problems, the Maritime impairments, the failure of disclosure by insiders secretly colluding to protect themselves from the chop etc. Actually what is a surprise is that TPG managed to limp through this year so far without a cash call. Well done the auditors for calling this out last year and again this, those of you pretending it was not a serious issue should be ashamed and apologise to everyone you fooled with your false explanations.

The reason the Maritime sale did not got through was because its value was clobbered by non-performance liabilities. The sale might still have saved the balance sheet but it would have left TPG without much of a future.

Can't imagine SAG is happy having to provide cash support, it would much rather repair the balance sheet by quickly offloading Sapienza and whatever else it doesn't need.

[paulgo] 16/12/2021 11:58

Are you still about PA, still holding? Serious question.

You can hardly say nothing is happening atm.

I hope you are okay btw.

[larry laffer] 16/12/2021 11:16

“ This change was omitted from the Remuneration Committee report within the Company's Annual Reports for 2019 and 2020……”

It beggars belief that it could have been “accidentally” omitted. Someone appears to have made a decision to hide the fact from shareholders. Wouldn’t that be grounds for withholding the extended payments until after an investigation.

Carthorse was not only well paid during his tenure it seems his payments were extended into retirement as well. Not just him either the gravy train had a few more passengers as well.

I hope SAG have written to them and asked for an explanation prior to challenging the new contracts in court. You never know they may do the decent thing and fall on their swords. Be nice to see some individuals doing a stretch at Her Majesty’s convenience.

[catch007] 16/12/2021 11:14

The chickens have come home to roost big time, what a crock behind the scenes. Stroud as CFO was aware and party to the remuneration contract termination changes to his and other Directors benefit and should be summarily dismissed now for non disclosure in the accounts. Stroud was a key player in all deferred financial transactions and needs to go asap.

HSBC have placed this in high risk category now and SAG are effectively now controlling matters with the Directorate influence & Stand by Facility. Poor PI's have been well and truly screwed and I doubt if 6.5p will be seen again as an exit price. I am thankful to have executed an early profitable exit

[paulgo] 16/12/2021 10:50

RNS Number : 9006V

TP Group PLC

16 December 2021

This announcement contains inside information

TP Group plc

("TPG", "TP Group" or "the Company")

Business Update and Standby Credit Facility from Science Group

The future strategy for TP Group was set out in the announcement on 1 November 2021. For the financial year to 31 December 2021, the Group's underlying trading continues to be satisfactory and the underlying forecast from the operating businesses remains broadly in line with management expectations. This performance during a period of uncertainty and change is a credit to the Group's operating managers.

As outlined in the update on 1 November 2021, TP Group has incurred exceptional costs totaling GBP2.1 million. Additional exceptional costs are anticipated to be incurred in the current financial year. These exceptional items are anticipated to include further provisions against potential liabilities related to certain historic contracts in TPG Maritime. In addition, an impairment of goodwill and intangibles is anticipated.

The Group's core UK business operations are now being refocused and 2022 planning is underway. The review of the non-core operations is progressing and an advisor has been appointed to assist with this on, in contrast to the model adopted earlier in the year, a fee structure based primarily on a successful result for the Company.

Standby Credit Facility from Science Group

The filing of the TP Group subsidiary statutory accounts has been delayed due to discussions with the Group's auditors in relation to the going concern commentary contained within the TP Group Annual Report being replicated in the subsidiary account filings.

In parallel, as previously reported, certain payments, including deferred consideration related to the Osprey acquisition, advisor fees and the termination payment to the former CEO, were deferred (or paid in equity warrants) in Q2/Q3 to assist cash flow, some of which extend into 2022. While these cash deferrals have enhanced cash headroom, discussions with the Group's bank in regard to (i) a relaxation of covenant tests; (ii) an increase in the facility and (iii) an extension of the facility beyond March 2023 have been undertaken. Unfortunately, while the bank has remained constructive, without additional external funding, the Company's bank was unwilling to provide additional support or flexibility.

Since its first approach, Science Group has been consistent that its investment in TP Group was made as a long-term, financially strong, strategic partner. Accordingly, following the recent Board changes, Science Group offered TP Group a standby loan facility to provide additional cash headroom to allow the TP Group Board to execute the new strategy and to provide reassurance in relation to auditor's reports. The independent directors of TP Group have welcomed this supportive arrangement and an agreement has now been negotiated between the parties on arms-length commercial terms appropriate to such a facility.

While it is hoped that this facility will not be required to be used, this is a prudent and appropriate measure to provide additional headroom. In summary, the Revolving Credit Facility provided by Science Group is for up to GBP5 million for a period to 30 September 2023. The terms of the facility, which reflect the unsecured standby revolving nature of the arrangement, include a set-up fee of 3%, interest rate on drawn amounts of 1% per month and a rate of 0.4% per month of any undrawn amount, both subject to the Sterling Overnight Index Average remaining below 1%. The facility can be cancelled or refinanced by TP Group at any time and without penalty or early termination charges.

As a result of Science Group providing the additional finance facility, the Company's bank has now agreed to amend and ease covenants and also to extend the term of the existing GBP7m Revolving Credit Facility to 30 September 2023.

The Science Group facility is a related party transaction. As such, the TP Group independent directors, having consulted with the Company's nominated adviser, consider that the terms of the facility are fair and reasonable insofar as TP Group shareholders are concerned. As directors of both companies, Martyn Ratcliffe and Peter Bertram, have not participated in the decisions of the Boards of either TP Group or Science Group in relation to the facility.

In the view of the TP Group independent directors, entering into the GBP5m Revolving Credit Facility provided by Science Group has the following important benefits.

-- It provides additional cash headroom that it is anticipated should enable the Company's auditors to agree a clean going concern statement for the 2020 subsidiary statutory accounts and the 2021 Group accounts.

-- It may be needed to help fund the previously reported deferred consideration related to the Osprey acquisition, advisor fees and the termination payment to the former CEO.

-- It enabled the Company to renegotiate a 6 month extension to its existing GBP7m Revolving Credit Facility with HSBC, together with a significant relaxation of banking covenants.

-- In the event of a late payment by a major customer, it avoids the concerns that can result from a short-term cashflow shortfall.

-- It enables the Board to focus on executing the Group's strategy as set out in the statement on 1 November 2021.

Remuneration Committee Disclosure Omission

In recent weeks, it has come to light that in October 2019, the Remuneration Committee of the TP Group Board introduced change of control provisions in the contracts of the Executive Directors that were engaged at that time. The effect of these provisions was to increase the notice period from 1 year to 2 years in such event. This change was omitted from the Remuneration Committee report within the Company's Annual Reports for 2019 and 2020 but will be properly disclosed in future Remuneration Committee reports to shareholders.

For further information, please contact:


TP Group plc Tel: [phone]
Derren Stroud, Chief Financial Officer

www.tpgroup.uk.com

Cenkos Securities plc Tel: [phone]
Stephen Keys / Mark Connelly / Callum
Davidson
www.cenkos.com

[paulgo] 16/12/2021 10:50

RNS Number : 9006V

TP Group PLC

16 December 2021

This announcement contains inside information

TP Group plc

("TPG", "TP Group" or "the Company")

Business Update and Standby Credit Facility from Science Group

The future strategy for TP Group was set out in the announcement on 1 November 2021. For the financial year to 31 December 2021, the Group's underlying trading continues to be satisfactory and the underlying forecast from the operating businesses remains broadly in line with management expectations. This performance during a period of uncertainty and change is a credit to the Group's operating managers.

As outlined in the update on 1 November 2021, TP Group has incurred exceptional costs totaling GBP2.1 million. Additional exceptional costs are anticipated to be incurred in the current financial year. These exceptional items are anticipated to include further provisions against potential liabilities related to certain historic contracts in TPG Maritime. In addition, an impairment of goodwill and intangibles is anticipated.

The Group's core UK business operations are now being refocused and 2022 planning is underway. The review of the non-core operations is progressing and an advisor has been appointed to assist with this on, in contrast to the model adopted earlier in the year, a fee structure based primarily on a successful result for the Company.

Standby Credit Facility from Science Group

The filing of the TP Group subsidiary statutory accounts has been delayed due to discussions with the Group's auditors in relation to the going concern commentary contained within the TP Group Annual Report being replicated in the subsidiary account filings.

In parallel, as previously reported, certain payments, including deferred consideration related to the Osprey acquisition, advisor fees and the termination payment to the former CEO, were deferred (or paid in equity warrants) in Q2/Q3 to assist cash flow, some of which extend into 2022. While these cash deferrals have enhanced cash headroom, discussions with the Group's bank in regard to (i) a relaxation of covenant tests; (ii) an increase in the facility and (iii) an extension of the facility beyond March 2023 have been undertaken. Unfortunately, while the bank has remained constructive, without additional external funding, the Company's bank was unwilling to provide additional support or flexibility.

Since its first approach, Science Group has been consistent that its investment in TP Group was made as a long-term, financially strong, strategic partner. Accordingly, following the recent Board changes, Science Group offered TP Group a standby loan facility to provide additional cash headroom to allow the TP Group Board to execute the new strategy and to provide reassurance in relation to auditor's reports. The independent directors of TP Group have welcomed this supportive arrangement and an agreement has now been negotiated between the parties on arms-length commercial terms appropriate to such a facility.

While it is hoped that this facility will not be required to be used, this is a prudent and appropriate measure to provide additional headroom. In summary, the Revolving Credit Facility provided by Science Group is for up to GBP5 million for a period to 30 September 2023. The terms of the facility, which reflect the unsecured standby revolving nature of the arrangement, include a set-up fee of 3%, interest rate on drawn amounts of 1% per month and a rate of 0.4% per month of any undrawn amount, both subject to the Sterling Overnight Index Average remaining below 1%. The facility can be cancelled or refinanced by TP Group at any time and without penalty or early termination charges.

As a result of Science Group providing the additional finance facility, the Company's bank has now agreed to amend and ease covenants and also to extend the term of the existing GBP7m Revolving Credit Facility to 30 September 2023.

The Science Group facility is a related party transaction. As such, the TP Group independent directors, having consulted with the Company's nominated adviser, consider that the terms of the facility are fair and reasonable insofar as TP Group shareholders are concerned. As directors of both companies, Martyn Ratcliffe and Peter Bertram, have not participated in the decisions of the Boards of either TP Group or Science Group in relation to the facility.

In the view of the TP Group independent directors, entering into the GBP5m Revolving Credit Facility provided by Science Group has the following important benefits.

-- It provides additional cash headroom that it is anticipated should enable the Company's auditors to agree a clean going concern statement for the 2020 subsidiary statutory accounts and the 2021 Group accounts.

-- It may be needed to help fund the previously reported deferred consideration related to the Osprey acquisition, advisor fees and the termination payment to the former CEO.

-- It enabled the Company to renegotiate a 6 month extension to its existing GBP7m Revolving Credit Facility with HSBC, together with a significant relaxation of banking covenants.

-- In the event of a late payment by a major customer, it avoids the concerns that can result from a short-term cashflow shortfall.

-- It enables the Board to focus on executing the Group's strategy as set out in the statement on 1 November 2021.

Remuneration Committee Disclosure Omission

In recent weeks, it has come to light that in October 2019, the Remuneration Committee of the TP Group Board introduced change of control provisions in the contracts of the Executive Directors that were engaged at that time. The effect of these provisions was to increase the notice period from 1 year to 2 years in such event. This change was omitted from the Remuneration Committee report within the Company's Annual Reports for 2019 and 2020 but will be properly disclosed in future Remuneration Committee reports to shareholders.

For further information, please contact:


TP Group plc Tel: [phone]
Derren Stroud, Chief Financial Officer

www.tpgroup.uk.com

Cenkos Securities plc Tel: [phone]
Stephen Keys / Mark Connelly / Callum
Davidson
www.cenkos.com

[timojelly] 16/12/2021 10:48

Well, what do we say about that RNS? SAG very happy I suppose, and a 'told you so'. Ho hum, might not be used but very much in bed with SAG now.

[thompsonminor] 15/12/2021 12:58

If SAG's share price continues to drop they'll have to re-mortgage their property portfolio to take out TPG. The only movement we can expect here is when the non-core/under-performing units (Westek - Sapienza - Osprey?) are sold off.

Is Ratcliffe now supressing all news about trading/operations/sales. Apart from that recent tweet about MoD critical software opportunity, one could be forgiven for thinking that they've shut up shop already.

Next milestones - apart from any news about disposals - will be T/U in Jan/Feb, and then Lindsay's departure (potentially March). We're also waiting news of new NEDs

[terminator101] 15/12/2021 12:50

Oh dear, the market can smell how bad this is. Wouldn't surprise me if SAG took it private.

[flotogo] 15/12/2021 11:36

This is probably nearer the price SAG will either want to or can afford to pay for the company. After the way FST was taken out many won't have a good opinion of what happens next. Most likely little news until Westek or Sapienza are sold on

[paulgo] 15/12/2021 10:50

If a 6.5p offer was opportunistic then why are we now sat at 3.5p on the bid?