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Very disappointed.
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.
WTF!
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.
@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.
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?
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
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
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%
* 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
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.
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.
Thanks Terry.
Really glad I invested my hard-earned in this company.
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!
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.
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.
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.
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.