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Hayward Tyler Group Share Chat (HAYT)



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flundra
Posts: 665
Opinion:No Opinion
Price:44.00
RE: Been telling you...................
17 Jul '17
One frustration here is absence of financial news.

We haven’t really had any news about cashflow since 31 March, ie nearly 4 months ago. The AR was very positive re FY 2018, eg improving sector conditions, record order book, low capex. Also the principal reason for low revenue in 2017 was explained by ELB as a cash flow issue, ie the orders expected to be completed in H2 2017 hadn’t gone away but were just “shifted to the right”, so those orders should now be being completed with the cash from them flowing in.

So now here we are nearly 4 months on. The news about cash in 2018 can only be good can’t it? Anyone else suspicious not to have heard anything?

I guess what must be disclosed atm depends on the applicable rules re mergers and what the bod wants to tell us. No surprise perhaps that a majority bod, wanting this merger to go through, is lying low. Not sure what to do about this, short of going to Luton with my shovel and electrodes...
 
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:44.00
RE: Been telling you...................
16 Jul '17
If HAYT fall to 37p and AVG remain at this level it will be a bargain for anyone buying in here assuming the vote succeeds. What is more likely to happen is AVG will track this lower and vice versa or rise in tandem up until the shareholder vote because the ratios have been declared. I don't see any reason why there would be a discount to AVG shares accounting for the proposed takeover ratio. The question is are people buying at this price looking to vote in favour or reject? If MC and associates are planning on declaring his hand with a counter offer that would be hugely beneficial for holders. Although I am disappointed HAYT board members have sat on their hands all this time, having not effectively pursued a refinancing deal with the bank, I do still believe value of my share holding will rise post merger. The risk element attached to this stock is largely a result of mounting debt due over the short term, our continued delay in repaying the due £2.4m and a stubbornly low cash-flow position. As part of the enlarged group the value of HTG must surely rise. There will be an immediate boost in shareholder value if this reasoning is sound. £15m spent on the centre of excellence! Now an extra £9m will see AVG take control of all assets, recurring revenues and customers and future profitable cash-flow. I may buy more. Certainly won't be selling on fear.
graham-wales
Posts: 34,789
Opinion:No Opinion
Price:44.00
RE: Been telling you...................
16 Jul '17
Yep sold up wanted the company to continue, bod sold out cheap no doubt for a position on the new board.
wanglii
Posts: 94
Opinion:No Opinion
Price:44.00
Been telling you...................
14 Jul '17
I follow this board with great interest. In fairness I have correctly predicted the share offer price (to within 0.4p I believe) and more importantly I have been suggesting for many months that we would be bought out for a song. A disgrace too but when did morality enter the equation when profits are concerned? My shares have now been sold (at a reasonably healthy profit sorry). I notice GW and Chanjael have gone very quiet on here and I hope that they too have sold whilst it was in the early 50's as I did. As prev stated I bought AVG at 223 and will retain until they hit 255-270. My advice would be don't wait around for the inevitable but instead sell and come back in November as matters settle at HAYT around 37p.DYOR and GLA
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:44.00
RE: Bid
14 Jul '17
dannatt - We won't ever know about the alternatives if the bid succeeds. Like flundra I agree refinancing would still be on the table, we began delaying the repayment of loans before we received an official offer so presumably the bank were comfortable extending discussions with HAYT. It was only later that AVG began their due diligence in the offer period although it may have begun earlier, it's difficult to know.

I would point out there is no chance of AVG "wiping out the debt". They have other pies in the oven which will require heavy investment in the coming months and years. I would expect if the deal is successful, they will repay the £2.4m and potentially secure a refinancing of debt, but will opt to retain the vast majority of its cash. I agree being a part of a larger entity we could have a more secure future but by no means will shareholders here be richly rewarded for supporting this company over the years. We are being bought out on the cheap. The future combined value may act as a ceiling especially given the uncertain trading performance AVG reported. HAYT had a much stronger second half in terms of operations by contrast.

Flundra - I'm still here but I'm not at my trading platform until 19th so I can't comment in too much detail. But I'm largely in agreement with your posts. I would add this deal if successful will save the disgraced ELB (in terms of sentiment) by projecting him into a position on an enlarged board of AVG directors, enlarging the HAYT group under new leadership and dealing with the outstanding loans. Ofcourse this would all come at the expense of shareholders but when has that ever stopped unscrupulous directors? The best thing we can hope for is a counter offer but failing that, this deal needs to fall through. Shareholders should
not be cowed into thinking plan A put forward is our best option when it only suits certain individuals and persons with an interest in AVG. Keep up the posts, enjoy reading here :)
flundra
Posts: 665
Opinion:No Opinion
Price:44.00
RE: Bid
14 Jul '17
If refinancing were impossible or even difficult, you surely wouldn’t have a senior bod member in Maurice Critchley not recommending this merger. It’s more about this rather nebulous concept of bod members’ “commercial assessment” imo. The split means there’s a very strong view HAYT’s future is best left in its own hands. The absence of news suggests to me that dealing with refinancing and good news is being delayed/suppressed.

I agree the sp might fall if the merger doesn’t go ahead, but imo only temporarily, because we’d also probably see a swift refinancing and hopefully release of order book/cash collection news. That will be being withheld atm. There’d be board changes too causing more uncertainty.

PS Where's our chum shareminator?! I don't know where his info came from but I think he was suggesting the merger option was being pursued because otherwise a placing was necessary to recapitalise, but this was being resisted by the bod (minus MC) as they lacked funds to participate and were playing dog in the manger by going for merger so as not to dilute themselves in the placing, and so that ELB could get a bod position at AVG. Sorry if I've misquoted you shareminator.
dannatt
Posts: 14
Opinion:No Opinion
Price:44.00
Bid
14 Jul '17
I'm considering accepting this bid because the alternatives don't look very promising.If they could refinance they would have by now.With no counter offer and this bid failing I can see a sharp fall in the share price.As part of Avingtrans and a larger entity we could have a bright future with the debt wiped out.
flundra
Posts: 665
Opinion:No Opinion
Price:44.00
RE: Vote
12 Jul '17
I think the current position is still:

The aggregate percentage of the issued share capital of HTG represented by those irrevocable undertakings and letters of intent provided by HTG Shareholders, as detailed in Appendix 3 of the Announcement, remains unchanged at 31.3 per cent. and 11.7 per cent. of the HTG issued share capital, respectively.

So by no means nailed on.

Vote NO!
dannatt
Posts: 14
Opinion:No Opinion
Price:44.00
Vote
12 Jul '17
Thanks for that flundra. Looking ever more likely it may go through.
flundra
Posts: 665
Opinion:No Opinion
Price:44.00
RE: Vote
12 Jul '17
I don't think we know yet.

I've just realised there's a separate website for takeover announcements:

http://htg.global/investor-relations/takeover-code-requirements

Amongst other things it confirms Mr Sneller is voting in favour
dannatt
Posts: 14
Opinion:No Opinion
Price:44.00
Vote
12 Jul '17
Does anyone know when we vote for the Avingtrans bid.
poole
Posts: 25
Opinion:No Opinion
Price:46.50
An alternative suitor?
10 Jul '17
Just a thought on seeing that TP Group has today announced plans to raise around £24m to add to existing cash resources to fund existing business and make acquisitions.
flundra
Posts: 665
Opinion:No Opinion
Price:46.50
RE: flundra
8 Jul '17
Hi Shareminator

On the cash issue, you may be right about the need for recapitalisation and directors resisting dilution, but I’ve always seen it more positively, and think revenues and settled debt/overdraft facilities are achievable and will suffice, and enable continuation of the dividend even. The difference in monthly payments between servicing £22m of debt and a more conservative pile cannot be more than a few £10ks. That is entirely manageable, surely, until revenues pick up, which they should be doing by now anyway. But I agree it’s becoming more difficult to form a view, the longer this radio silence goes on.

I’m not sure how many PIs there are but I think everyone posting on this BB is voting against the deal. That might represent the general view. Hopefully other PIs are informed and perhaps read the BBs even they don’t post. There seems to be little or no commentary on the deal out there in the press, for sure. It would be good to see some. Richard Sneller’s direct phone number is on his disclosure forms. He owns 6%+. He’s maybe a nominee/trustee for a third party (he’s a fund manager by profession), but what’s his view I wonder?

I’m still hopeful the deal will be kicked into touch. It really makes no sense, unless the debt burden cannot be refinanced on reasonable terms imo. That question is price sensitive info, and as we are being told that RBS is supportive and we have not heard refinancing is impossible (we’d know by now if it was imo), I would assume we can refinance, and the only reason for delay is heel dragging by the BoD pending the vote on merger. On balance the other business pointers are also clearly positive.

The nuclear sector is rightly becoming very significant, and the opportunities there are vast. China and India alone represent a huge burgeoning market, even if one were to take Japan USA Korea and Europe out of the equation.

The BoD seem to have donned their tin hats and retreated to their bunker, presumably to tough it out till the vote. But the deal might fall through, HAYT is still a business, and they should come out and deliver on their ongoing duties to shareholders and stakeholders in the meantime. They’re surely legally bound do this despite a pending merger, and even if they’re pulling in different directions on the deal, or not wanting to be diluted etc. They should get on with the refinancing and/or other fund-raising, keep the order and other news coming, and agree and announce the dividend policy. I think they’re playing a bit fast and loose atm tbh imo.

Regards
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:46.50
flundra
7 Jul '17
From what I gather the Board have not proposed a rights issue because they would be significantly diluted unless they could cough up a lot of the cash themselves. With the exception of MC I don't think the Board or their relatives are in a position to pledge that kind of money to retain their current positions. Instead ELB will continue on with AVG as a non-exec I believe if the deal succeeds.

How to gather enough votes and engage enough people invested here that this deal is bad for them? Without knowing address or telephone numbers of smaller pi's we only have the chat sites and social media. Possibly a share magazine could sponsor an article on such a move but we would likely need to pay a fee for that and hope the writers are not AVG shareholders.

The cash on hand was less than I expected but the results have a few glimmers of hope. We had £1.2m cash end of March and net assets improved since the half year point. We are more than 3 months into the new year and it might be useful for all if we had an update soon rather than leaving it until October when they will announce an Interim trading update. I do expect the cash position to have risen but we are in the dark until the company inform us. Or if the deal fails and a refinancing takes place, HAYT may then inform holders that they have paid a sum of cash to the bank - this would suggest cash on hand has increased substantially as they would not otherwise be in a position to reduce their cash (vital for the companies day to day business). All those trade receivables mounting up, expect some of those are being dealt with in the first half. Also the fact the order book is at a record £49m suggests we are in a good position to turn much of that into cash short term.

A refinancing of debt would have solved this and still can if the company can prove they are actually turning a net profit now. If things are tight and despite cash on hand rising it doesn't enable the company to repay the short term borrowings, I would favour a rights issue to reduce the debt and provide the company enough room to trade it's way out of danger. We still need favourable refinancing terms though. GL
flundra
Posts: 665
Opinion:No Opinion
Price:48.50
RE: AVG Interims
5 Jul '17
Agree shareminator. Perhaps time for an activist shareholder to take a stance with MC and derail this offer.

I'd also be perfectly comfortable servicing the debts for a while till revenues build back up. The debt was reasonably to be expected, and the whole point of all that investment was to improve performance in the operational facilities, grow revenues and shorten the revenue cycle! And it's working! Can HAYT really not manage £100k or so a month for a short while? I'm sure they can. Revenues are over £60m+ pa and improving! We've done all the hard work, now we seem to be trying to snatch defeat from the jaws of victory! Now is not the time to lie back with our legs apart.

HAYT should be refinancing right now, or come clean and tell us that they have tried but been unable to secure terms with RBS or other banks.
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:48.50
RE: AVG Interims
5 Jul '17
flundra - I completely agree with your sentiments in your previous two posts.

"I think it is perhaps the BoD preserving the status quo in the hope the merger proceeds and the issue can be buried."

With the offer hanging over us I don't think a refinancing will happen, there is little incentive except by MC who is alone in this regard it would seem, to come to new terms with our lending partner. If the offer is rejected, you would expect a refinancing to follow shortly after maybe with higher yield terms but pushing the repayment dates further out. Might that depress near term annual results? Yes in comparison to a takeout and AVG paying down a substantial sum of debt with it's cash (assuming that happens). But shareholder value could recover post successful refinancing if the company demonstrate an ability to organise it's finances efficiently and pay down loans when they becomes due.
flundra
Posts: 665
Opinion:No Opinion
Price:48.50
RE: AVG Interims
4 Jul '17
Sort out the refinancing now asap please BoD. I very much doubt it is in HAYT's interest to delay refinancing any longer. It probably never was. The BoD must be careful not to breach their duties here, for example to us as shareholders, to act in the best interests of the company. I cannot believe this inordinate delay is down to any difficulties obtaining reasonable terms from our supportive bank, or other bank. I think it is perhaps the BoD preserving the status quo in the hope the merger proceeds and the issue can be buried.

I wonder what level of shareholder support this merger would get, if refinancing occurs now, and the curious recent silence is filled by good contracts and operational news. Might support fizzle out?
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:48.50
RE: AVG Interims
4 Jul '17
poole - There are only two Board members with sizable holdings and one has intentionally decided not to recommended the offer. Why do you think that is? This offer is not the only option, there are other viable alternatives not least a proper refinancing that has been in the making these past 5-6 months. I can see your point of view that HAYT are somehow backed into a corner but why can't this company deal with the banks alone? They should be able to negotiate a longer term financing deal. I would even back a placing at this level to cover short term cash-flow and help repay the outstanding sum. We do not need to sell up for 48p. You only need to read through the latest results to know we are not in a weak negotiating position. Look at the order book and outlook. AVG do not deserve to mop this up on the cheap. The Board should instead focus on cash-flow issues and come to an agreement with regards the refinancing. I keep hearing about combined operations being a good thing for HAYT but point to me where AVG have any expertise in this area. Perhaps certain board members need replacing rather than a hostile takeover bid succeeding, I think we all know who...
flundra
Posts: 665
Opinion:No Opinion
Price:48.50
RE: Bid
4 Jul '17
Very shabby stuff from HAYT.
The Annual Report basically seems to be saying we’ve weathered the storm of a difficult year, taken the astute risk of making significant investment in Luton and PB, but despite a supportive bank, improving market conditions, and these investments starting to bear fruit with a record order book....we’re throwing the towel in, and selling you all down the river for peanuts.

It makes absolutely no sense at the moment, and is the worst possible thing to do, just as the orders are flowing in and the investment about to pay back. Well done Maurice for resisting. I’ll be voting against.

The driver for the deal seems to be the weakness of the HAYT balance sheet (and the strength of AVG’s), but that weakness is fully explained, and with a supportive bank and all trends positive, success from here seems almost nailed on.

“In providing its [independent] advice to the HTG Directors, Akur has taken into account the commercial assessment of the HTG Directors” That makes me a bit suspicious of the BoD, because the commercial assessment (as opposed to the financial assessment) in the Annual Report seems wholly positive going forward.

The more I see of AVG the more I like it as a company, but would want to see HAYT remain as HAYT, with a gutsier BoD now.
poole
Posts: 25
Opinion:No Opinion
Price:48.50
AVG Interims
3 Jul '17
Hello Sherminator - Most of HAYT BOD in their judgement (Having backed us into a corner perhaps they have come to their senses at last) is recommending AVG bid acceptance versus alternatives. . Although having plenty to say on 'approaches to winning new orders' HAYT has been very quiet of late on announcing firm new orders and it may be that which has weakened their negotiating position. In the circumstances only AVG with a deep enough pocket has come forward. I would have preferred a somewhat better offer but in the circumstances see good potential for the combined operations with hope that they will begin to show their paces by 2018 with an AVG price improvement to reflect that and more to come.
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:48.50
AVG Interims
3 Jul '17
Interim results for the six months ended 30 November 2016 - capitals highlighted to illustrate my belief this company has very little organic growth potential and is trying to seize HAYT for a ridiculous offer.

· Revenue from continuing operations of just £9.6m (2016 H1: £8.6m)

· Adjusted group EBITDA at breakeven (loss 2016 H1: £0.7m)

· Adjusted LOSS before tax of £0.2m (loss 2016 H1: £1.2m)

· Cash OUTFLOW from operating activities £3.5m (2016 H1: £0.5m)

· Net cash reduced to £27.8m (31 May 2016: Net cash £51.0m), following successful tender offer which returned £19.4m to shareholders

They are at breakeven EBIT with their Energy and Medical and their order book is tiny in comparison to HAYT's. Mention of a a £9m contract with Wuhan, China for NMR cryostats is over 10 years and the £47m contract with Sellafield is again over 10 years. So £0.9m and £4.7m per annum respectively if averaged across the period. Smallfry. Post period end they bought Scientific Magnetics Ltd, Abingdon, for £0.35m and cleared the £0.45m loan. That is making £2m per annum and £40k profit before tax. Tiddly.

Just recently they announced the Sellafield contract extension which relates to the contract signed in May for a period of 10 years. No new significant customers since then...

Cash down to £26.2m which suggests a loss even accounting for the acquisition of SM Ltd

Does this strike investors as the kind of parent company that should be taking control of HAYT? Take a quick look at HAYT's previous results, the organic growth likely to come from our increasing order book and newly completed Centre of Excellence.
the_shareminator
Posts: 10,999
Opinion:No Opinion
Price:48.50
RE: Bid
3 Jul '17
Howard you are not getting AVG shares at a discount if the deal goes ahead. AVG are getting YOUR shares at a discount! Think on that seriously.

HAYT division under AVG may grow no doubt, but again any growth will be heavily diluted among the HAYT and AVG shareholding combined. AVG doesn't appear particularly exciting, it's just cash rich
dannatt
Posts: 14
Opinion:No Opinion
Price:48.50
Share price
2 Jul '17
Take a look at Hayt website under the investor section.Growth Company Investor-Buy recommendation 77.5p Dec 2016.Look where we are now 48.5p.Price has been manipulated down for this bid.Why take six months to renegotiate the £2 million debt causing much uncertainty.
graham-wales
Posts: 34,789
Opinion:No Opinion
Price:48.50
Directors
2 Jul '17
Have they been promised positions in the new company.
dannatt
Posts: 14
Opinion:No Opinion
Price:48.50
Bid
2 Jul '17
The assets are worth £26 million at the last set of results so Avingtrans are virtually buying Hayt for nothing.This should not be allowed.What a rubbish opportunistic opening offer.Vote no.




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