Proposed Directors of Tirupati Graphite explain why they have requisitioned an GM. Watch the video here.
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Hi everyone,
Can you please advise? I don't want to accept the offer of Globe as it is below what I think my shares are worth. I asked my broker to send me the share certificate so I can sell my shares further down the line, when I feel that the share price better reflects the value of BOTB. The broker accepted my request but then called me later to "inform" me that I may not be able to sell the shares further down the line, or that it may be at much worse conditions.
So, just trying to brainstorm here, what happens when I reject the offer by Globe; I get the share certificate: I own part of the company: there is no way they can make me sell unless I wanted to and I should be entitled to any future dividends etc...I am thinking right or did I get it all wrong?
Hi guys, anyone got an update as to what is going on? Or can help me in laymans terms (ha-ha)
Just got a message from HL saying this....
"As you will be aware, Globe Invest Limited has made an offer to buy Best of the Best plc for 535p per share. The deadline for acceptance has been extended. If you have already given an instruction to accept the offer, you can disregard this message.
Following our previous correspondence, Globe Invest Limited has announced that they have acquired approximately 96.7% of Best of the Best’s issued share capital. Globe Invest Limited has confirmed its intention to compulsorily acquire any remaining shares not submitted for acceptance. If you’ve not accepted the takeover offer, we’ll automatically try to accept the offer for you, so you receive the cash as soon as possible. If the offer has been closed at this point you’ll receive the cash when the compulsory acquisition has been completed instead.
The offer is still open for acceptance – Act by noon on Tuesday 29 August 2023
The easiest way to take part is on our website. We can’t accept instructions by post or the HL App.
Log in online
Select your Lifetime ISA.
Click the dark-blue icon to the right of your shares and follow the steps.
If you accept the offer, the cash will be credited to your account within 14 days following the acceptance deadline.
If you don’t want to accept the offer, you don’t need to do anything right now. Please be reminded that Best of the Best shares are due to be delisted from trading on the Alternative Investment Market (AIM) with effect from 24 August 2023.
If you wish to sell your holding before the proposed listing cancellation you must do so before the end of the day on Wednesday 23 August 2023. The trade will be placed in accordance with our terms and conditions and subject to the standard Stockbrokers commission rates. To sell these shares please phone us on 0117 980 9800. Please note that if the cash consideration of a sale does not exceed the commission payable then the sale will not be executed. Please note that although Hargreaves Lansdown will endeavour to sell your shares it may not be possible to sell all, or even any, of your shares if a market for the shares no longer exists.
If you wish to maintain your holding you need take no action. You should note that following the cancellation you may have difficulty selling this investment at a reasonable price and, in some circumstances, it may be impossible to sell it at any price."
Cheers all.
20th Jun 2023 2:16 pm RNS Recommended Cash Offer for Best of the Best plc
"... The Independent BOTB Directors intend to unanimously recommend that BOTB Shareholders accept the Offer, as they and their connected parties have irrevocably undertaken to do in respect of their own BOTB Shares (totalling in aggregate 1,585,506 BOTB Shares, representing, approximately 18.95 per cent. of the share capital of BOTB in issue as at the Latest Practicable Date) and 79,352 BOTB Share Options expected to be exercised following this Announcement. ...
View of the Company's independent financial adviser with regard to the financial terms of the Offer
The Independent BOTB Directors accept the advice of finnCap who have advised as to the financial terms of the Offer. finnCap has on balance determined that, in their opinion, the financial terms of the Offer are not fair and reasonable. In providing this advice to the Independent BOTB Directors, finnCap has taken into account the commercial assessments of the BOTB Board.
finnCap has observed in this respect that the Offer Price represents (i) a discount to the volume-weighted average price of a BOTB Share over near-term time periods which it believes to be most typically reviewed (being thirty, sixty and ninety days) to assess the Offer price against; (ii) implies a lower range of multiples of revenue and earnings than that of companies and transactions identified as being broadly comparable to BOTB and the Offer (whilst recognising that there is a very limited pool of directly comparable and relevant companies and transactions); (iii) carries no conventional premium to the near term share price for obtaining control of a public company; and (iv) does not fully recognise the value that could potentially be generated should the Company's strategy (including the benefits of the GIL partnership) be successfully executed and delivered as currently anticipated.
finnCap note that the Offer represents a liquidity opportunity to all BOTB Shareholders to sell their BOTB Shares with a level of certainty that has not otherwise been widely or obviously available, and may not be possible on the same or better terms in the future (if at all).
finnCap remind BOTB Shareholders to carefully consider the views and recommendation of the Independent BOTB Directors set out in this paragraph 6, including other non-financial and longer-term factors and drivers that they have considered. ..."
https://www.lse.co.uk/rns/BOTB/recommended-cash-offer-for-best-of-the-best-plc-cmy941nvo3cfrw4.html
So the Independent BOTB Directors unanimously recommend that BOTB Shareholders accept the Offer, while at the same time accepting the advice of finnCap that, in their opinion, the financial terms of the Offer are not fair and reasonable.
In effect the directors are saying that shareholders should accept being ripped off, because the alternative would be worse.
Although I do not want to take this offer I believe there is no choice or risk getting stuck in an unlisted company however I think this will reach 90% so like it or not you will be bought out.
Once this takeover was announced I bought some more shares at £5.25 hoping for a bit of a fight and a better offer but at worst make 10p per share as it was obvious he would get over 50%, tried to buy some more after the 29th June announcement but gone up to £5.28, will pick up a few more if falls back to £5.25.
Update on Mandatory Offer: https://www.lse.co.uk/rns/BOTB/update-on-recommended-final-mandatory-cash-offer-zev1q4qob70o6l4.html
Too late for a competitor bid?
What's everyone doing? I've let a few shares go with the obvious impact of the spread.
From CMS Guide to Mandatory Offers and Squeeze-outs
When triggered, a mandatory offer would have to be followed by an offer
document within 28 days. Normally the period would be much shorter –
perhaps one or two days.
— The offer must remain open for acceptance for at least 21 days from the date
the offer document is published. If the offer does not become unconditional
as to acceptances (i.e. the bidder’s stake in the target company, taking into
account both its existing holding and acceptances of its mandatory offer, is only
50% or less of the total number of voting rights), the bidder can, but is not
obliged to, extend the offer for a further period.
Well, you were spot on Terry. Blackmail indeed including “no guarantee of future dividends”.
Any idea on timescales and when we might receive the offer from our brokers? I’m with ii and Trading 212. ii are normally very good with corporate actions but T212 are hopeless. I didn’t even receive the last offer to sell some shares for £6 despite my nagging them!
So the directors sold much of their own holdings to investors at £24 a share. 18 months later most of the same directors decided that £5.25 was a fair price for those same shares.
Business has been going well , no debt issues. Not great is it.
31 March 2021
Best of the Best plc
("Best of the Best" or the "Company") (LON: BOTB)
PrimaryBid Offer
Best of the Best (LON:BOTB), the AIM quoted provider of online competitions to win cars and other prizes, is pleased to announce an offer for sale via PrimaryBid (the "PrimaryBid Offer") of a maximum of 41,666 existing ordinary shares of 5 pence each in the Company (the "PrimaryBid Offer Shares") at an issue price of £24.00 per PrimaryBid Offer Share (the "Placing Price"), being a discount of 16.08 per cent to the closing mid-price on 31 March 2021, pursuant to the sale of existing Ordinary Shares by certain Directors of the Company and their family (the "Selling Directors") as announced earlier today
Thanks Terry.
Really glad I invested my hard-earned in this company.
From my understanding
The blackmail argument is that if this gets to 75% the shares can be delisted and you if you have not accepted the offer you are now stuck in a delisted company controlled by GIL. At 90% you are automatically forced out and you shares will be purchased at the offer price.
For Kape we were told accept the offer or you will be stuck in a delisted company, I like so many others reluctantly accepted the offer as we did not want to be stuck. Kape was worth far more but with a controlling shareholder like Sagi there was little interest in anyone new buying the shares as the outcome was more or less inevitable.
It seems the required 5% transfer is already under way as evidenced by the Form 8's. This takeover is happening whether we like it or not.
What happens if we vote against this? I don't understand the blackmail arguement. Thanks.
* denotes director
• There are currently 8,367,024 ordinary shares of 5 pence in issue
• Shares in Best of the Best Plc are only tradable on AIM
• There are no restrictions on the transfer of securities
• Shares in Best of the Best Plc not held in public hands represent 19.02% of the issued share capital of the Company
Globe Invest Limited 2,501,740 29.90%
William Hindmarch* (inc. PCA) 992,331 11.86%
Slater Investments 762,963 9.12%
Stancroft Trust Limited 645,995 7.72%
Chelverton Asset Management 424,686 5.08%
Canaccord Genuity Wealth 353,645 4.23%
Rupert Garton* 280,571 3.35%
Michael Hindmarch 256,130 3.06%
Mirabaud Asset Management 152,067 1.82%
Octopus Investment Management 107,096 1.28%
JP Morgan Asset Management 127,312 1.52%
Crucible Clarity Fund 93,362 1.12%
I am even more upset now I've found the prelims:
I agree with the comments below. Hindmarch & co gave away the first tranche at £4.00 (10% discount on an already supressed price) and now he's letting Sagi have the rest for a single-digit P/E.
As far as I can see GIL has 29.9% of the voting rights and Hindmarch and Garton hold another 15.2%. GIL can now aquire another 5% at the price they have 'offered' and it's a done deal is it not?
This is the problem with AIM
AJ_101
This is what he did to Kape.
I posted this on the Kape board
As we all known it is caused by the threat of accept my offer or I will take it private and you will all loss out, this sort of blackmail should not be allowed by the FCA but as always they completely useless.
https://www.lse.co.uk/ShareChat.html?ShareTicker=KAPE&share=Kape-Tech&page=2
For the FCA you can start with
www.fca.org.uk/contact#webform-submission-contact-us-consumers-firms-paragraph-1173541-add-form
The Offer document states finnCap, the company's Nomad and corporate broker, has formally given its opinion to the Board that the financial terms of the Offer are not fair and reasonable. Despite this, the Board appears to endorse the Offer on the basis that not doing so would leave PIs completely exposed. This sounds like blackmail of a sort. Could this be a matter for the FCA if the Board has demonstrably not performed its fiduciary duty considered to act in the best interests of shareholders? Personally I'm shocked by the Offer. It reads more like a threat than an offer: 'Sell your shares to me below the undisturbed market valuation and your financial adviser's formal opinion or else we'll make life very difficult for you'. Anyone here with knowledge of how to refer matters to the FCA?
@TerryM1 Because the market believes BOTB's shady BoD will sell for a bargain and 10p per share is hardly worth waiting for.
On the positive side, at least the SP is now underpinned for the forseeable.
Any one got any ideas why this is trading at around £5.25 and offer is £5.35.
Bought a few at £5.225 first thing this morning, hopefully get £5.35 or more if offer increased.
WTF!
Just been done over on KAPE by Sagi and looks like I will be done over here as well, not happy to say the least. Does he really need this much money so much that he has to keep shafting small private investors.
Very disappointed.
EOY TU is well overdue. Perhaps they have some news they’re waiting on or perhaps they’re just adhering to their usual poor record on comms. Either way, the SP has been somewhat twitchy the past couple of weeks.
I think they’d benefit hugely from creating a webcast presentation or at least a Q&A conference call but I think we know what the chances are of either of those happening.
16-Feb-23 13:39:17 630.00 42,308 Unknown* 610.00 650.00 266.54k O
16-Feb-23 13:39:20 630.00 42,308 Unknown* 610.00 650.00 266.54k O
I can buy stock at 617.00 so these look like buys.
700p now.