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If you haven't already, please take a minute to read the HSG Manifesto: http://www.scribd.com/doc/183215871/HSG-Manifesto-pdf HSG candidates believe that IT IS IN THE BEST INTERESTS of shareholders as whole, employees, participants in the pension plan, customers, suppliers and creditors of all kinds for the HSG candidates to be appointed as directors of hibu PLC and they invite all other shareholders to vote for their appointment.
Which resolution was that one under? I must admit I missed the one last time which read, please shaft me of my life savings, reward the directors for doing it and then let hedge funds have a party on me. There is only one way to play this hand and that is to vote for all the resolutions.
If you hold your shares in a nominee account, make sure your vote for HSG resolutions is activated. Not all nominees are contacting shareholders so make sure you contact them and register your vote. The current board can only make you broke if you decide to do nothing. Inactivity or apathy will absolutely result in NILL VALUE being attributed to your shares. We can only win if we work together to oust the current BOD.
Actually, now I think about it, the scenario was of the BOD or CEO claiming they had developed a pill that cures baldness, not merely that they had discovered a cure for baldness. The difference is subtle but significant as it's not always possible to deliver on discoveries. Anyway, thanks for your vote of support should it transpire that they've acted illegally - I've a feeling the EGM is going to be very interesting! Signing off for a bit.
Well Forest Gump ended up a very rich man so if the cap fits..... I don't know all the statements made by this board but I do know that a bit of simple research around the market and this company's financial position might have led you to bail out sooner. Mind that would have required some schmuck to buy this so who knows. I guess a market needs all kinds. Anyway, if this bunch have done anything illegal I hope you take their houses from them.
"I cite the dude who stated that if a PLC CEO or chairman said that his company had discovered the cure for baldness he would invest without doing any other research!!!" I'm the dude in question BP, and I did go on to say I wouldn't take anything directors say at face value again (you don't start off with experience), but I was being deliberately provocative by making such an extreme statement to illustrate how it SHOULD be - i.e., that directors should be accountable for everything they say and do in an official capacity. Call me Forrest Gump by all means but is that so unreasonable? And reasonableness will surely play a large part in any legal action pursued by the hSG should it come to that.
32% of value of lender debt is not a credible level to achieve anything. I haven't seen that but I would be surprised if it were true. As for BW if he has indeed bought debt then that would be most unusual and certainly worthy of explanation by him. Not sure it is illegal though. He would, of course, have needed to have a fronting organisation to be the lender of record as he couldn't have held it as a LoR as an individual. He certainly wouldn't have had a seat on the lender co-com but probably easy to argue a conflict of interest. As for MP selling the US business. He would have needed lender consent for that I think as shares are charged to lenders. It wouldn't have changed outcome for shareholders. If the HSG can get these guys on a charge of misleading information then I suspect few will shed a tear but I'd expect they have been well advised along the way. Goldman, Greenhill and Herbert Smith aren't cheap!
Here's also a link to the HSG Manifesto: http://www.scribd.com/doc/183215871/HSG-Manifesto-pdf
Again I cannot disagree expect to say that the UK ecomony is now looking at improving by 3% growth next year with the USA similar. A good time perhaps to go private and not to report (poss improving) revenue figures...
Just to add further, it seems BoD is trying to shaft shareholders, then stab lenders and finally get rid of employees on a vast scale and then own a little tidy digital firm to themselves, milk it for few years and the make another killing by relisting it after in 5 years time.
Part 2 continued: 6) Are open, honest and transparent in their communications with shareholders while accepting and discharging their legal responsibilities to ALL stakeholders. 7) Ensure that, if any irregularities or misconduct are found, the full weight of the legal system is engaged to pursue those responsible. 8) Work with the government and its advisors in keeping the Group as a global leader in the digital classified advertising marketplace. To avoid perceived conflicts of interest HSG will appoint new Directors so that HSG can remain as an operational entity to seek the protection of shareholders in the future. Hibu Group depends, for its future, upon all of its employees, customers, shareholders, suppliers and other creditors. Not one of these groups should be excluded from any considerations of the future of the Group to which the HSG candidates are so committed that they have invested a great deal of their own time and money in the hope that there is something left, after the depredations of the last couple of years, to salvage. HSG candidates are not intending to try and rubbish the efforts of the present board of directors since they each have been appointed. Their results speak for themselves. HSG candidates believe that IT IS IN THE BEST INTERESTS of shareholders as whole, employees, participants in the pension plan, customers, suppliers and creditors of all kinds for the HSG candidates to be appointed as directors of hibu PLC and they invite all other shareholders to vote for their appointment. Hibu Shareholders Grouping Limited. Incorporated in England and Wales no 8667752 Registered Office: Stanley House, Lowergate, Clitheroe BB7 1AD
Hibu Shareholders Grouping Limited (HSG) members have requested that a General Meeting of shareholders in hibu PLC be held and this is to be held on 4th December 2013 in Reading. This meeting is asked for so that many of the questions which have been in the minds of shareholders can be answered by the present board of directors. Shareholders have not been fully informed of what has been going on in relation to the affairs of hibu PLC or other Group companies. They are informed that there is no option but for a scheme of reconstruction to be completed which will cause hibu PLC to enter into administration as insolvent and similarly some other group companies but a new holding company will be formed and trading continue under the control of creditors of the Group. These proposals, which have not been fully explained, will not provide anything at all for existing shareholders in hibu PLC. It may be that there is now no option but to follow the route which the present directors have embarked upon after making massive write downs of value of intangible assets and failing to meet covenants with creditors. HSG, in ignorance of the true facts, has 10 members standing for office as director of hibu PLC at the General Meeting and the board of hibu PLC do not think they are sufficiently experienced to take up office as non-executive directors but, in case it appears to hibu PLC that it is likely that a material number of them will be appointed then it is expected that hibu PLC will be placed into administration. The HSG candidates have said that it is not their intention to delay, obstruct or interfere with the proposals which have already been made and they are perfectly well aware that if hibu PLC is insolvent they must act in the interests of all stakeholders, including all creditors and employees. The HSG candidates are not intending to delay or prevent the implementation of the Financial Restructuring but they are intending, within whatever is proposed for that, to ensure that they : 1) Investigate fully, and try to understand, the actions of the Board which have so catastrophically destroyed the company’s creditors’ and shareholders’ value. 2) Examine, and try to understand, the proposed Financial Restructuring and the processes undertaken by the Board to verify that all potential restructuring options were indeed considered and investigated thoroughly for the benefit of all stakeholders before the present proposals were adopted. 3) Protect the positions of the Groups employees and pension holders in any proposed actions in relation to restructuring. 4) Retain and appoint (as necessary) capable and experienced executive and management teams to move the Group forward and implement where practicable strategies which have been placed on hold by the current Board. 5) Consider, and potentially re-engage in discussions with the Co-com in an endeavour to secure, a long term funding strategy which does
Yes, BP I agree with you 110%. But what you are hiding, probably unintentionally, is the fact that BoD have not been totally honest. Bob is a creditor and soon you will learn who else bought the debt, MP and Bates received huge bonuses. So if the company is a basket case then why did MP turned down takeover offer for US operations, why did the Chair buy the debt (and probably some others too) and why bonuses were paid, they receive their salaries, bonuses linked with efficiency. To me viability of Hibu as a business is now a secondary thing, primarily, this corruption needs to be uncovered and perhaps seeing those involved punished will give same satisfaction as receiving my money back. Have you noticed why only 32% of lenders ( could be number of lenders or value of debt) are agreeing to BoD's plan. If BoD is offering them a cash generating company then why all of lenders are not agreeing. Just ponder over it, and as you spend time thinking about it just keep the figure of 32% in mind..... 32% of cocom is agreeing with the proposed restructuring, so who these 32% are..... I give you a clue Bob is one of them directly or indirectly because he is a lender too. I wonder if he has two chairs in the meeting room when in the Cocom meeting with Hibu takes place.
I totally respect the rights of anyone to pursue whatever crusade they want to in the interests of getting explanations. At the end of the day the HSG members are paying for that right. I guess the concern would be that those less savvy get dragged in on some fake belief that they will recover back some of their losses. Judging by some of the comments on here some people shouldn't be allowed to play even with their own money (I cite the dude who stated that if a PLC CEO or chairman said that his company had discovered the cure for baldness he would invest without doing any other research!!! It is no wonder the likes of Madoff and Stanford find such easy pickings). I guess those people need protecting from themselves! Anyway, I think the answers to your points are: 1) Because the directors had concluded that the trading outlook would not improve and that they had no ability to repay the debt when it became due. To delay taking action in those circumstances would have left them open to legal risks personally. 2) Basically same answer as above. They were merely recycling assets that belong (now) to creditors and they were never going to reach a sustainable level on that basis. 3) There is no legal requirement for anything to be offered to shareholders. The lenders have lost billions on this and some probably feel like the shareholders deserve nothing on that basis whilst others will take a more big picture approach and will have thought about a "consent incentive". I've said before that the GS team on this was the same team that advised the BoD of Mouchel where they went through all the rigmarole of making an offer to shareholders (with all the timing delays and costs) only to have it rejected resulting in a pre-pack admin anyway. I suspect that experience coloured their view somewhat. At the end of the day it sounds like we're going to end up with that outcome anyway. Simple problem here was that this business couldn't be turned around in the face of stronger, more agile competitors. The lenders saw this a long time ago hence why the debt has been trading at a heavy discount to par for years. There really is a clear signal for shareholders when that starts to happen...
I'm pretty sure the board will have concluded that the company has no alternative to insolvent liquidation and therefore to protect the interests of creditors they will have to place the company into administration. That will be their legal duty. Haven't trawled through all the coverage on this but I'd expect them to have made that clear.
"The board AND the vulture funds have said they will put the company into administration". Where's your evidence of this? "That will be legal." If instigated by the lenders - yes, otherwise I'm not so sure. At which of the four inns did you study law? "they are the incompetent ones or are they????????" Just read that back to yourself!
You obviously know more about this area than most of us here and I completely respect your points. I am looking at this from the shareholder point of view. The HSG obviously feel they have a case (rightly or wrongly) and have an AGM to put their points across. Questions have to be asked like 1) why agree a d4e so far ahead of the March 2014 deadline 2) why stop the debt repurchases made at a sharp discount to book value 3) why wasn't a token value or equity stake offered to shareholders? They may get no where re getting any value back but I back them 100% in trying!
Hello all. Haven't been here for a whole but thought I'd pass by in a moment of boredness. People on here clearly haven't taken my advice to look at the insolvency act and directors duties. Hibu is insolvent. Simples. That means it can't pay its debts as they fall due. The directors of an insolvent company must prioritise the interests of creditors in that situation to minimise the losses of those creditors. If they fail to take action they face charges of wrongful trading and being liable for the increased losses of creditors. The BoD may be incompetent (they massively misjudged the market and their blue sky plans) but they were certainly well advised and couldn't have kept this charade going any longer. At the end of the day if any shareholder can put up a cogent arguement as to why and how the business will ever be worth more than the full value of the debt then I'll donate £100 to Help for Heroes. The lenders are looking to get back as much of their debt as possible but none of them thinks they will get it all back. It is true that the lenders could have offered the shareholders a token amount for consent but they tried that on Mouchel and shareholders threw it back at them and let the business go into admin. The lenders can put the holding co into admin and flip it into a lender owned SPV if they need to. Be absolutely clear that English Law prioritises creditors rights over those of shareholders and there is nothing you can do to hurt them. BoD could have thought about using Chapter 11 in US which would have given them more control but I suspect the same outcome would have prevailed. Move on this body is starting to smell.
Who knows, but your key words in your post were "write off even further monies". That's the point, the lenders currently still have a debt level attached to the company post d4e which they expect to be repaid (plus interest) over time and perhaps now that they will "owe" the company, the option of re-listing Hibu in a few years time and maybe being able to get back via floatation some of the written back debt losses is their end game? I wonder what is the point of being a shareholder is now? You are told as owners of the share capital you are part of the key stakeholders to be "protected" in talks but end up with zlitch. What were the other options on the table? Couldn't the lenders taken 90% plus of the company, delisted and allowed existing shareholders to either sell their diluted capital or hold for a possible re-listing in years to come. So many questions and not enough answers - no wonder the HSG was set up and is asking these questions and the existing directors have a lot to answer for imo
Excuse my ignorance , but if they did admin. Could it not be already set up as a pre pack ? Such that they could write off even further monies and take it on with a clean slate ?? Or does it not work like that ?
Just seen a Hibu advert on my local bus stop. Money for adverts but no money for shareholders. If lenders pull the plug tgey will lose big time. At the moment only circ half the debt has been written off so will they wish to throw away the other billion or talk to HSG instead?
*** http://corporate.hibu.com/~/media/Files/H/Hibu-V2/Attachments/content/circular-and-notice-of-general-meeting.pdf *** Extract from page 3 --- Where a company is in financial difficulty, the Directors’ duty to promote the success of the Company must be exercised with primary regard to the best interests of creditors rather than Shareholders and those duties would apply to any new directors appointed to the Board. *** My comment *** I think “Primary regard” to the lenders still suggests shareholders are entitled to some (all be it secondary) consideration. Extract from page 3 --- The Directors argued that Shareholders should receive a payment but, given the Group’s debt structure, the heavy losses incurred by the lenders and their superior ranking and security as creditors, the Coordinating Committee was not prepared to offer any value to the Shareholders by (a) allowing any payment to be made or (b) leaving the Company with any assets such that the Company’s shares would have value. *** My Comment *** The possibility of equity settlement was considered ... it would be nice to why the directors felt shareholders should have been given something and what arguments they presented on our behalf to the CoCom? Extract from page 4 --- Should a material number of the Proposed Directors be appointed at the General Meeting or the Company determine that this is likely to occur, it is expected that the Company will be placed into administration. *** My Comment *** Given this stance I think it would be appropriate for the action group to up the ante and propose resolutions to dismiss all directors … if there is still time? ------- *** Additional Comment *** I still think it is important that action group candidates, disclose and constrain their remuneration ambitions, and I will not vote for them unless they do. I don’t care if this effectively means voting for the destruction of my position … morality matters!
"More than likely the company would be put in to administration at the say so of the lenders, as stated in the doc." Well that would be their call and I don't see why it would be likely, let alone more than likely. In any event, experience of running a PLC seems to have been of diddly squat use here. Let me ask you a question - given Wigley's pledge to protect shareholder value to the fullest extent possible (and I believe that's verbatim) only for it be completely (but not irreversibly as yet) destroyed (so they FAILED completely in this respect) and the fact that NO proposed new game-changing products were launched throughout their tenure after all (as the company atrophied over this extended period of 'discussions' and job security for all at hibu must have been compromised as a result), just what criteria do you think they used (if they used any) to gauge success and justify the bonuses they awarded themselves?
Think ur right -- but a shame -- was hoping my pension would be ok with money from these shares --- still not completely given up hope -- but getting there :D
Yes - hibu have revenue, but it is fast declining. The golden goose IS the book - this is what has kept the old boat afloat. The digital revenues are increasing - as a percentage - because the book is declining so quickly now. What of hibu life? What is it? What new does it offer? Remember the massive workforce that has to be paid and don't forget that elephant in the room - the massive debt. The thing is that you guys seem very emotionally attached to this company. I made that mistake in my early years and it was a hard lesson learned. Don't ever get emotionally involved so far as the stock market is concerned because your heart WILL rule your head and that is not clever investing. I am not gloating and yr=es, it would be great if you got something back. I just cannot help thinking that if some people had put as much effort into research and looking at other companies as they have trying to claw their losses back here then they would all sleep more soundly at night.