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TFC Trafficmaster

46.75
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Trafficmaster LSE:TFC London Ordinary Share GB0007215949 ORD 5P
  Price Change % Change Share Price Shares Traded Last Trade
  0.00 0.00% 46.75 0.00 01:00:00
Bid Price Offer Price High Price Low Price Open Price
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
  -
Last Trade Time Trade Type Trade Size Trade Price Currency
- O 0 46.75 GBX

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Posted at 05/7/2010 15:31 by restassured
RNS Number : 8384O
Trafficmaster PLC
05 July 2010

?

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION


5 July 2010
Trafficmaster Plc
("Trafficmaster" or the "Company")

Result of Court and General Meeting


On 2 June 2010, the Company announced a recommended cash offer by Vector Capital
Limited for the entire issued and to be issued share capital of the Company, to
be implemented by way of a scheme of arrangement (the "Scheme"). The Scheme
Circular, containing the terms and conditions of the Scheme, was posted to
Trafficmaster Shareholders on 11 June 2010. Unless otherwise stated, defined
terms used in this announcement shall have the same meaning as those used in the
Scheme Circular.

The Company is now pleased to announce that at the Court Meeting and General
Meeting held earlier today to approve the Scheme and associated matters, all
resolutions were passed.
At the Court Meeting, the required majority in number of those Scheme
Shareholders present and voting, either in person or by proxy, representing
approximately 51.36 per cent. in nominal value of all Scheme Shares in respect
of which votes were cast, voted in favour of the Scheme. The voting of those
Scheme Shareholders who cast votes either in person or by proxy at the Court
Meeting was as follows:
+--------+--------------+-------------+--------------+-------------+--------------+-------------+
| | Total Votes | Votes for the | Votes against |
| | | Scheme | the Scheme |
+--------+----------------------------+----------------------------+----------------------------+
| | No. | No. of | No. of | No. of | No. of | No. of |
| | of | Scheme | Scheme | Scheme | Scheme | Scheme |
| | Scheme | Shares | Shareholders | Shares | Shareholders | Shares |
| | Shareholders | Represented | (and %) | Represented | (and %) | Represented |
| | | | | (and %) | | (and %) |
+--------+--------------+-------------+--------------+-------------+--------------+-------------+
| Totals | 2,003 | 77,211,418 | 1,575 | 69,608,124 | 428 | 7,603,294 |
| in | | | (78.63%) | (90.15%) | (21.37%) | (9.85%) |
| person | | | | | | |
| and by | | | | | | |
| proxy | | | | | | |
+--------+--------------+-------------+--------------+-------------+--------------+-------------+
At the General Meeting, the special resolution required to approve the Scheme
and associated Reduction and the Ordinary Resolution to approve the Management
Arrangements were both passed by way of a poll. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the General Meeting
was as follows:
+-------------+------------+-------+-----------+---------+------------+
| Resolutions | Votes | % For | Votes | % | Votes |
| | For | | Against | Against | Withheld |
+-------------+------------+-------+-----------+---------+------------+
| Special | | | | | |
+-------------+------------+-------+-----------+---------+------------+
| 1 | 69,464,870 | 90.98 | 6,885,273 | 9.02 | 226,011 |
+-------------+------------+-------+-----------+---------+------------+
| 2 | 69,489,697 | 91.13 | 6,765,948 | 8.87 | 320,457 |
+-------------+------------+-------+-----------+---------+------------+
| Ordinary | | | | | |
+-------------+------------+-------+-----------+---------+------------+
| 3 | 69,918,809 | 91.21 | 6,735,712 | 8.79 | 539,158 |
+-------------+------------+-------+-----------+---------+------------+

In order to become effective in accordance with its terms, the Court must now
sanction the Scheme at the Scheme Hearing on 26 July 2010 and confirm the
Reduction at the Reduction Hearing on 28 July 2010.

Copies of the resolutions passed as special resolutions will be submitted to the
UKLA for publication through its Document Viewing Facility, which is situated
at:

Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS


For further information please contact:

Trafficmaster
Tony Eales, Chief Executive 0044 1234
759300
Tim Coleman, Finance Director
Canaccord Genuity Limited
(Financial and Rule 3 Adviser to Trafficmaster)
Rory O'Sullivan
0044 207 050 6500
Simon Bridges
Henry Fitzgerald O'Connor
City Profile
(PR Adviser to Trafficmaster)
Simon Courtenay 0044
207 448 3244

The Acquisition relates to the shares of a United Kingdom public limited company
and is proposed to be made by means of a scheme of arrangement under English
company law and the City Code. The Scheme is not subject to the tender offer or
proxy rules under the United States Securities Exchange Act of 1934, as amended.
Accordingly, the Scheme is subject to the disclosure requirements, rules and
practices applicable in schemes of arrangements in the United Kingdom, which
differ from the requirements of United States tender offer and proxy rules.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by the law of those
jurisdictions and therefore any persons in such jurisdictions into whose
possession this document comes should inform themselves about and observe any
such restrictions. Failure to comply with any such restrictions may constitute
a violation of the securities laws of any such jurisdiction.
Canaccord Genuity Limited is authorised and regulated in the United Kingdom by
the FSA, is acting exclusively for Trafficmaster and for no one else in
connection with the Acquisition and will not be responsible to anyone other than
Trafficmaster for providing the protections afforded to clients of Canaccord
Genuity Limited or for providing advice in relation to the Acquisition or any
matter referred to herein.
This announcement has been prepared for the purposes of complying with English
law, the Listing Rules and the City Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with laws and regulations of any jurisdiction
outside the United Kingdom.




This information is provided by RNS
The company news service from the London Stock Exchange
END

ROMKKPDBQBKDFOK




Trafficmaster (LSE:TFC)
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1 Year : July 2009 to July 2010
Trafficmaster (LSE:TFC)
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Today : Monday 5 July 2010
Posted at 22/6/2010 18:11 by buenos aires
Or .to put it another way ,

" These small private investors come here ,buy a few shares and somehow think they own a share of the co . So lets make it clear for once and for all ,we the board own the co ,along with our main shareholders,and brokers .We decide what the share price is,and if we want to sell to whoever we want ,thats our right. Look up the small print.
Now we gave you small shareholders a small profit ,take it and get lost ,before we decide to value the co at zero pence.....( we can you know!!)"

The above may not apply here but generally its pretty close to reality when investing in shares ,in ANY co.

Loyal,long term investing is for mugs !!
Posted at 17/6/2010 11:12 by orange1
GerdM
All the information in the Blair article is to be found in the Scheme Document:



This is the relevant bit about interest shown by potential bidders:

"Prior to 2010, Trafficmaster received several unsolicited approaches which resulted in indicative offers from prospective acquirers representing both industrial/trade buyers and private equity buyers. These offers, at values materially below the Acquisition, were all rejected by the Board, after consultation with its financial advisors, as not representing fair and reasonable value to Trafficmaster Shareholders.

More recently, after considering the ongoing pace of consolidation in the US market, the Company's limited success in executing its own acquisition strategy, the likely negative impact on the Company's value should it not actively participate in this consolidation, and following receipt of two separate indicative offers, one of which the Board considered could deliver fair value to Trafficmaster Shareholders, the Board decided to allow these two interested parties to proceed in their preparatory work towards firm offers for the Company.

In parallel, the Board and its financial advisors contacted, or were contacted by, certain other parties potentially interested in making an offer for the Company. Following a movement in its share price and press speculation, on 28 April 2010 Trafficmaster announced that it was in discussions which might lead to an offer for the Company. Subsequently a further approach was received from a third party which also proceeded in its preparatory work towards a firm offer for the Company.

As at 1 June 2010 and after extensive due diligence investigations in a competitive process, the Board had received confirmation from both of the initially interested parties of interest in proceeding to make a firm offer to Trafficmaster Shareholders at a price of 47 pence per share. At this stage, as Vector Capital was the only party to confirm that it was in a position to immediately announce a firm offer at this price, the Independent Directors determined to recommend the Acquisition to Trafficmaster Shareholders."
Posted at 16/6/2010 14:28 by restassured
Look how mean our offer was compared to Interlek..

Intertek premium to share price

The Offer Price of 32 pence per Intelek Share represents a premium of
approximately:
-106.5 per cent. to the Closing Price of 15.50 pence on 15 June 2010, being the
last Business Day prior to the date of this announcement; and
-117 per cent. to the average Closing Price of 14.75 pence for the twelve months
prior to and ending on 15 June 2010, being the last Business Day prior to the
date of this announcement.



Trafficmaster premium to share price.



The Acquisition represents a premium of approximately:
· 19.75 per cent. to the closing price of 39.25 pence per Trafficmaster
Share on 27 April 2010, being the last dealing day prior to the commencement of
the Offer Period;
· 40.13 per cent. to the average closing price of 33.54 pence per
Trafficmaster Share for the three month period up to and including 27 April
2010, being the last dealing day prior to the commencement of the Offer Period;
and
· 45.89 per cent. to the average closing price of 32.22 pence per
Trafficmaster Share for the twelve month period up to and including 27 April
2010, being the last dealing day prior to the commencement of the Offer Period
Posted at 02/6/2010 15:59 by lfc4ever
my penny's worth on transense posted earlier.-

it is obviously disappointing that they were not able to see it through to positive cash flow on the basis of the funds raised last time round.

however, i don't really see that there was much else they could do- if you look at the revenue which appears to have come in from the old model- ie just waiting for mass market tpms and torque- then it looks as though it has been approximately nil. so, if they had not gone down the new route, of actually trying (and succeeding) to sell products, we would be in a position of continuing cash burn, and once again, entirely in the hands of a couple of oems as to whether we ever see any cash. i don't see there would have been any viable future for the company at all following that model.

secondly, i said the proof of the pudding if there was a shareholder would be whether directors bought in. and they are buying in. the directors have got largish sums tied up in the company and are committing more.

moreover, the offer is open to shareholders (and, in any event) anyone can today buy at a price not wildly unadjacent to the offer price.

I certainly don't see that anyone is being "ripped off". If you think the fund raising is at far too low a price, so that placees are getting far too good a deal, ex hypothesi you must think the current market price represents very good value- so buy and take advantage.

the argument that we are being sold a pup rather falls down, given that directors continue to invest in said pup themselves.

therefore, i am not overly troubled by the fundraising.

what is unfortunate, however, is that it obscures what otherwise looks like a very positive message in the preliminary results, in particular in comparison to very non-committal comments by kleeman in the past.

once again, there has been delay (and, I accept, concomitant dilution), but look where we are now compared to the days when we hoped Michelin/ Lear would run with TPMS, H with torque, and we hoped intelliband might provide some cash in the short term.

now we have had actual cash from KERS (and, are bloody unlucky not to be getting a wedge more this year- but we could well next- I really can't see F1 NOT going back to KERS); we have actual cash coming in from translogik; we have renewed interest in torque from the US OEMS (which, as always, if it comes off, will be the one that lets us retire); but also, creeping up rather quietly, is another potential source of very significant income from Sengenuity/ Vectron.

My take is that, with Translogik alone, there is the makings of a "decent little business" which could be profitable and support a materially higher share price

But you then have, thrown in effectively for free given the current sp, potentially very large income from auto torque OR the Sengenuity applications.


in a way, you might say, the shape of the company looks rather similar to how it did say 4 to 5 years ago.

near term cash source- NOW translogik, possibly KERS (THEN- intelliband)
two potential mega earners- NOW auto OEM torque & Sengenuity (THEN- OEM torque & tpms with M/L)

The differences are

- that intelliband never produced a dime (and, frankly, ever got off the drawing board so far as I can see), whereas Laren is out there earning cash, and KERS has proved itself as a revenue stream, albeit one, obviously dependent on Bernie's whims.

- that M/L was not what it appeared- it was effectively a free option to those companies who, it appears with hindsight, were not truly interested. The Sengenuity crowd, so far as one can judge, seem much more serious, and Kleeman saying they could produce signficant revenue in 2012 is a distinct change in tone.

being frank, the oem torque looks as much as a punt as it ever did... but if it comes off....

So, I am pretty sure I will be signing up for as many shares as I can.

A
Posted at 02/6/2010 14:40 by restassured
It is a disgrace because the shares have traded at 72p in the last three years.

Cybit got taken over and in that case they stated that the bid was the highest price in over 5 years.


TFC came out with "this traded at an average of x in the last few months.

During that time we know the share price was heavily manipulated,especially just after the results,enabling Schroders and Aberforth to load up on shares.



How about the fact that we stood by during the recession,only to be screwed as soon as it is starting to end.


Once again directors are feathering their nests at the expense of shareholders.
Posted at 21/5/2010 12:19 by restassured
TFC paid two times turnover for FMS.

Last years turnover for TFC was £57 million.On the basis of 150 million shares in issue,it would be hard for them to justify anything less than 76p a share.

I reckoned that if the deal was off,TFC would have announced that alongside the trading statement.Bearing in mind they have been in possible takeover talks for a month.

So I think it is on and they are trying to agree a price.


TFC have assets of £32 million and very attractive carried forward tax losses of almost £25 million,which any acquirer could use against the costs of a takeover.
Posted at 29/4/2010 13:48 by and1
looking into it a bit more when i compare 2007 vs expected 2010
sales m# eps share price
2007 48.4 3.97p 65p
2010 67.8 4.98p 48p

on 2007 basis, the share price in 2010 could be 20-25% higher than 65p ie 80p which is I guess where some optimistic estimates have come from. but why is the share still at 48P?
Posted at 28/4/2010 08:06 by restassured
28 April 2010

Statement re Share Price Movement


Trafficmaster Plc (the 'Company') notes the recent movement in its share price
and press speculation and can confirm that it is in discussions which may or may
not lead to an offer being made for the entire issued share capital of the
Company. There is no certainty that any offer will be forthcoming. A further
announcement will be made in due course.

Number of Relevant Securities in Issue:

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the
'Code'), the Company's issued share capital consists of 150,339,632 ordinary
shares with a nominal value of 5 pence each ('Ordinary Shares'), each share
having equal voting rights.
Posted at 29/3/2010 11:39 by restassured
Updated consensus forecasts from Canaccord and Panmure Gordon for 2010 and 2011 are as follows


2010 Pre tax profit £7.65 million EPS 4.98p for a 2010 p/e of 6.9

2011 Pre tax profit £9 million EPS 5.83p for a 2011 p/e of 5.9



Share price could double to 69p and still be on a p/e of under 12 for 2011


Plenty of upside.




ps The mm's were selling stock up at 37p and to get hold of it they bring down the bid to attract sellers.Once they have balanced the books they will move the price again.
The offers or bids you see on the boards are often in concert with the mm's.
Offers are frequently put up on the board to attract sellers by making the price look weak and vice versa.
If I was a fund manager and wanted to buy a chunk of stock without the price running away from me,I would first try to damp down the share price by putting lots of offers on the boards as we have seen in the last week.
All is not what it seems.
I used to work on the stock exchange floor and have seen all the tricks.I spent many hours around the mm's stands, listening to what they got up to.
It used to be referred to as "working the price."

In the USA the markets are order driven,however that is not the case in the U.K.for the majority of shares.
Hence the lack of opacity and manipulation of the U.K.market.

The FSA, which is supposed to regulate the U.K market has been a damp squib in eradicating manipulation.Last weeks arrests of bankers was only because they are under threat of losing much of their power.
They have over a decade to get their act together and have done nothing to protect investors.
They completely failed to spot the imminent collapse of Northern Rock.
Trafficmaster share price data is direct from the London Stock Exchange

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