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attending the meeting is a complete waste of time and money. It annoys me really as we all know that it's a 'Done Deal' and the meeting a farce, but i appreciate that regulations deem it it has to happen.
But.... is it really a done deal or is cancellation just a bluff? To me something just does not add up with the decision to de-list, but other than they are trying to flush out an interested party into action i cant think what it is!
Another thing i cant get my head around is the MBF.
The circular states ' The company intends to make arrangements for a Matched Bargain Facility'. This is intended for 12 months and then to be reviewed.
However....
It then go's on to say that there is 'No Guarantee that the Matched Bargain Facility will be established' !!
Does anyone have any thoughts on this bit?
On a positive note...... if you hold on May 26th, how much will your shares be worth on December 26th?? No idea.... other than probably heading back to around £5 per share, but then the MBF really does play a huge part in shareholders decisions in the next few weeks.
It's a big gamble but there is no lack of buying interest in the background. That much is clear.
Hope to see a buyer TR1 next week.
Top result would be for the board to announce that they have received an approach to takeover.
Totally agree.... Even a TR1 PURchase from my cat would ignite this! :-)
Thursday's purchases could lead to fireworks on Monday/Tuesday... fingers crossed!
HH.... Yes II highly unlikely, if not totally unlikely because of their own ways of doing things.
However, at the current price i can see more than one HNW individual see value here and take advantage....
Don't know about a chat. Maybe spit in their faces as they have done to us. Be your only chance.
Forget ii out of London. This will be on the radar of US private equity and funds with half a brain.
Yes, and those with a whole brain will not hang around now as they can clearly see that the SP has doubled in 5 days and more than likely it will double again in the next 5 days!
Even if or when this gets taken private there is still several safeguards for private investors here who are brave enough to part with their money for a unspecified time frame, Anil Aggarwal owns over 82% of these shares ,he needs to get at least 90% of the shares in most jurisdictions to force shareholders to accept any offer he puts to them, and that doesn't necessarily have to be a good offer, so one of our safe guards here is AXA our second biggest shareholder with a mighty blocking 11% holding here, with us the private shareholders holding maybe most of the remaining shares, now that is a reasonable shareholding here to ensure ienergizer and it's BOD delivers on its public statement that they can deliver more value than the £3.50p on offer in the market before the delisting announcement, so AXA and us the remaining shareholders can hold them to that public statement in a court of law should they deviate away from that public pledge, and AXA certainly has the money to take this to court with any failings here,
So I see this as a very reasonable and taking everything or most things into consideration type of gamble here with my money, just think about it, the biggest shareholders here have the biggest and best reasons to monetise the substantiall profits that this company makes, and it does look like a breakup or outright sale to 3rd parties or simply Anil Aggarwal wants the whole company back again for himself, and no matter what way this goes, the only way any of these things can happen is for Ienergizer and it's BOD to offer its second biggest shareholder with 11% of the stock a higher price than it was at /£3.50p though more likely well over £5 a share to properly reflect the company's current earnings now, so it really could pay off big time letting some or all of your shares go into a delisted company, after all it seems as though AXA themselves are going down this route, and they've made no public outcry to what's happened thus far, so I'm genuinely sitting tight here right now and heading into any delisting, and even if the shares go up to £1.50p or more, because they are worth well North of £5 in any private equity buyout company. Even listing the company in America itself should get back much more than £5 a of to its shareholders, whatever way this gets cut here, the value is here for all to see, I'm buying it, I'm holding it, I'm sooner or later going to gain from it.
Please please DYOR, and never buy on anyone's post or recommendation.
GLA
Nice post Gtx.
Would be highly encouraging to see AXA adding in the market
Gtx1
Where do you get AXA at 11% from pls?
Gtx1, An interesting post but please do consider these points:
1) If and when IBPO delists, you will no longer be able to hold your IBPO shares in an ISA (or most SIPPs) and, as such, your shares would have to be transferred to a trading account. For CGT purposes this would be treated as a sale and repurchase based on the closing de-listing price i.e. your CGT base cost for any shares so transferred would become the de-listing price (even if your broker affects the transfer internally without actually selling and repurchasing).
2) If and when IBPO delists, IBPO will no longer be subject to the Market Abuse Regulations and shareholders will no longer be afforded the protections given by the AIM Rules. There would be no obligation on IBPO to notify shareholders of certain events or seek shareholder approval for certain corporate actions; including substantial/financing transactions, reverse takeovers, related party transactions and fundamental changes in the IBPO's business, including certain acquisitions and disposals. With reference to disposals, see point (3) below.
3) The cancellation of the Relationship Agreement and the impact that could have on related party transactions. Effectively profits could be transferred out of IBPO to the related parties because there would no longer be an an obligation to conduct transactions on an arm's length basis i.e. transactions between related parties could be conducted at whatever value suites Aggarwal.
4) If and when IBPO delists, central management and control will be outside of the UK, Channel Islands and Isle of Man and, whilst central management and control remains outside, the Takeover Code will no longer apply to IBPO.
5) If and when IBPO delists, IBPO will continue to be bound by its Articles (which require shareholder approval for certain matters) but you should clarify what changes, if any, could be made to shareholder capital and/or pre-emption rights without shareholder approval e.g. would shareholder approval be required for Aggarwal's shares to be re-classified as (say) 'A' Ordinary shares with (say) the same rights to capital but preferential dividend treatment or permitting bonus shares to only be allotted to Aggarwal?
6) You've ignored the discount that's normally applied to the acquistion of minority shareholdings in private companies. It's not uncommon to see a c90% market value discount applied to the acquisition of holdings of less than 10%, particularly if one shareholder already controls more than 75% of the issued share capital. The discount may not be applied to universal offerings, e.g. takeovers, but would be applied on an individual by individual basis; on the grounds that such small minority shareholdings have no control over how a business is run.
7) Finally, and probably most important of all, if it had been Aggarwal's intention to buy out the minority shareholders at market value, he would have made an open offer now. IMHO he has no intention of paying
... full price.
Gtx1, Just a couple of other observations:
1) In the UK, takeovers would normally only require a simple majority of voters to approve the deal. However, the purchaser can't force minority shareholders to relinquish their shares unless more than 90% of shareholders accept the offer (the offer then goes "unconditional"). So, AXA and the other minority shareholders could not block a future sale (if they didn't accept the deal, they'd just continue to be minority shareholders in some other share structure).
2) AXA would neither be obligated nor necessarily in a position to strike a deal for all minority shareholders and Aggarwal would not be obligated to offer all minority shareholders the same deal as AXA. Given that AXA controls more than 10% of IBPO, AXA can cause some (very limited) disruption (most votes only need 50% or 75% shareholder approval) and, as such, the discount that might be applied to the acquisition of AXA's shares might only be c75% but Aggarwal would have no legal obligation to offer the same price to other minority shareholders. He can legally "divide and conquer".
3) Without the protection of the Takeover Code any future potential purchaser of IBPO would not be obligated to offer all shareholders the same terms.
4) I would imagine that AXA may have a view to litigation and, to that end, might be continuing to hold its shares to enhance it's legal position. However, it's more likley that AXA finds itself between a rock and a hard place (like every other original shareholder). In the absence of any subsequent RNS and the assumption that AXA hasn't reduced its previously disclosed holding, one can only imagine what impact there would have been on IBPO's share price if AXA had tried to offload its 11% interest! I would suggest that IBPO's share price might currently be in the teens if not lower. For AXA to even hope to now crystallise (say) 70p per share it would have to hold its shares beyond the de-listing and then hope to strike a deal with Aggarwal. I don't think Aggarwal would want to agree to purchase AXA's holding before the de-listing because he'd be obliged to notifiy the transaction details to the market; IMHO he'd prefer to strike any deal "behind closed doors". AXA cannot maximise the value of its holding by selling on the open market; its stake is simply too large. As it stands, subject to any potential litigation, Aggarwal is the only game AXA has left in town as no other large institutional/private equity investor is going to acquire AXA's holding unless they are intent on acquiring the remainder of IBPO in due course and already have Aggarwal's tacit approval. Even then, it's highly unlikely; without an existing signed heads of terms (which would need to be notified to all shareholders now) nobody is going to fork out (say) c£15m, let alone more, for AXA's holding based on a non-binding, verbal agreement with Aggarwal.
You forget that ethical business practice is central to AA
TheTrotsky I can't believe you said that with a straight face LOL , that Anil aggarwal can offer the blocking minority shareholders here 90% less than the shares are actually worth, I'm not even going to asked you to back that up with any online evidence, because it's actually ridiculous to even put that out here, if you had said maybe 25% less I might have understood the cut throat logic of that business decision, also remember Anil Aggarwal picked up a massive special strange dividend the other year, so he should have the money somewhere to buy the remaining shares out if he wanted,
As I said in most jurisdictions you need 90% or more of the shares to force a complete all share buyout.of a company, Anil Aggarwal can't achieve that virtue of AXA,s 11% holding, I do not know if that is the case in india, maybe someone can enlighten me here ,
If Anil Aggarwal short changes AXA here after it stated that ienergizers shareholders are best served by going private then he must then demonstrate that statement and commitment in monetary terms, and if he fails I think he could have a legal battle with AXA on his hands, I don't believe it will come to that, I do think this man Anil Aggarwal is protecting his baby that he's created and nurtured for over 22 years, he knows it's worth a awful lot more money than what the venture capitalists are offering right now, plus he can probably see that what ienergizer is offering to businesses right now is one of the biggest growing services industries around, call centres and B2B help ,and with artificial intelligence changing the whole landscape in B2B companies, with the financial savings for businesses and Ienergizer here, the extra profits with all those savings could be enormous, also ienergizer many companies would be at the forefront of this massive change over, so really ienergizers profits could easily soar during this critical period, so do I want to be out of this company during this exponential increasing new type of work load, absolutely not, I'll be more than happy to just let the massive dividend compound year after year without any reasonable buyout of my shares,
As far as owning these shares in a ISA I would have thought that they might just also delist inside a ISA , though I don't know for sure here, or simply sell in the isa and rebuy outside a isa and then simply hold for the long term as I'm doing.
Anil Aggarawal is incredibly rich and a astute business man of over 22 years here, so you think he wants to go out with a truly appalling reputation that he swindled AXA and private investors out of their true share money, Sir Philip Green tried that stunt, and look where it got him, a extremely badly damaged worldwide reputation, so I'm sitting pretty with only 20.000 shares here at a average price of 40p, so the downside should be very limited if anything went wrong here, if dividends continue then surely 2 years gets my money back again.
I'm not worried about AXA and them getting their money back, because you can be sure they are not worried about my shareholding at all here, only their own, so on that principle I hold and go forward here, though I do want them to fight for all their own legal rights, and in doing so they will ensure that legal right to smaller investors here, ienergizer can simply not just buy out AXA,s shares without offering everyone the same deal in some form or another, through technically they probably can offer a top price for AXA,s shares, as I've said before Anil Aggarwal surely wants to go out on a high with his integrity fully intact here and pay everyone a fair and reasonable price for their shares. Failing that then he must have bigger more exciting plans for this company, and that might even mean a USA listing or even share swap and then made a part of another massive USA listed company, remember that many other big USA companies may not even have seriously considered or offered any offer or any talks or money whatsoever to him as he owned over 82% of ienergizer, so it could be millions $$$ wasted in banking advisors fees on their part. Anil Aggarawal will also know that one of the biggest thing's that holds any company share price back is a massive controlling stake by its CEO, or to that effect anyone, because then there's little or no bid premium in any share price, why bother if it's main shareholder won't create proper liquidity in its shares and not allowing most institutional investors a half decent percentage of the shares, AXA was lucky to accumulate its large holding here, I say that with tongue in cheek because of this share crash and situation. I'm confident they and also us newbies here will come out good in the end here, I'm actually not nervous even in the slightest about holding these share after delisting, though if you need the money and can't risk potentially waiting a year or two then simply sell up and be assured you know what's happening to your money and investment.
All this is only food for thought and not any kind of recommendation to buy or sell here.
GLA
Gtx1, You clearly have no understanding of unlisted companies.
The rights of minority shareholders in UK listed companies are SPECIFICALLY protected by both the LSE's listing rules (albeit that IBPO's minority shareholders are not protected from it being legally delisted) and the Takeover Code. Those rights DO NOT extend to unlisted companies and it's perfectly legitimate, and common place, for minority shareholders to be offered, on an individual by individual basis, less than market value for their shares (indeed there's nothing to stop one shareholder being paid more or less than another contemporaneously even when they hold the exactly same number of shares). There's no market for the shares to be traded (IBPO's matching facility is only short term and there is no obligation on Aggarwal to participate whilst it lasts) and the minority shareholders have absolutely no say in how the business is run.
For evidence, I suggest you take a look at how employee share schemes of unlisted companies are often priced; do you think HMRC would agree a discounted base cost if it wasn't normal, accepted practise? For holdings of less than 10%, it's not uncommon to be able to agree a c90% discount with HMRC.
I accept that if there is an open offer for all the shares you MAY get market value but again would draw your attention to the RNS; minority shareholders in IBPO, once it delists, are not guaranteed to be treated on the same terms as Aggarwal. It says so in black and white!
You may need 90% of the votes to force a complete all share buyout (an "unconditional" offer) but that would not prevent Aggarwal from selling his shares to another party and you'd have absolutely no way of stopping him. The purchaser could choose to offer the minority shareholders the same terms but is not obliged to (that's why you have the Takeover Code for listed companies).
The conundrum. What does "... best interest of the Company and its Shareholders as a whole ...." actually mean? It says "as a whole" and that should not be confused with "all". For the delisting to be approved, a majority of at least 75% of the total number of issued shares held by the shareholders present (or their proxy) and voting at the GM is all that's required. QED Aggarwal only needs to vote his shares for the delisting to be approved; the views and opinions of all the shareholders is irrelevant.
I've held delisted shares in an ISA before now and confirm that your broker will require the shares "to be removed" from your ISA once it delists. With ii this meant in practise that the shares were transferred, on request, to my trading account. I'd agree that you could sell and re-purchase before the shares delist.
I reiterate, if Aggarwal was intent on being honourable he would have made an open offer for the shares.
Hereshopin, Even if I had the evidence I couldn't divulge - it would be illegal for me to divulge information about UNLISTED company share transactions (convenient I know but nevertheless true).
I reiterate, that the rights of minority shareholders in LISTED companies are protected by the both the LSE's listing rules and the Takeover Code. The read across from this is that, without such protections, minority shareholder rights in UNLISTED companies are not protected to the same extent (in particular, in the event of a takeover there is no obligation for minority shareholders to be treated equally) and, I would again, direct to you to the RNS where you will note that the BoD have been obliged to make you aware of that fact.
Obviously, it goes without saying that different rules apply in different jurisdictions but, given that the UK is considered to have some of the better shareholder protections (the very same protections that LSE and UK government are considering water down to make the UK market more "competitive") I would suspect that IBPO shareholders will fair any better in other jurisdictions.
PS. The keyword is "obligation". I have been involved, in an advisory capacity, in a few takeovers of UNLISTED companies in the past and all shareholders have generally been treated pari passu out of fairness, not out of legal obligation. If you think Aggarwal can be relied upon to treat you fairly when the easiest course of action would have been for him to make an open offer all of the shares he didn't already own, please feel free to carry on. As Forrst Gump says, "stupid is as stupid does".
VernetLes, IMHO Aggarwal's "ethical business practice" went out the door as soon as the RNS was released. It's not illegal but in my books it's far from ethical and has already crystallised (potentially) large losses for many of the original minority shareholders.
The fact that some institutional investors would even now countenance the potential return of Neil Woodward to the UK market suggests to me that the market doesn't necessarily have a long memory and that Aggarwal could return to the UK market in 3-5 years regardless of what happens from here on out. I'm sure the likes of AXA would think twice before taking a large, illiquid stake in one of his ventures again (if he still controlled more than 50%) but I'm sure there are plenty of people who have made money on IBPO in the past (even some currently) who would not be adverse to "taking a dabble". Like any good "pyramid scheme" it's the ones left holding the shares when the music stops who suffer.
TheTrotsky let's look at it like this, if and when Anil Aggarwal takes ienergizer private do you think he will offer AXA £5 for their shares and offer me £1 , ? very very unlikely ,though not impossible, Anil our CEO in theory could mess everyone around for years and pay no dividends at all to AXA or us or even himself, ? !!! Again very unlikely , though not impossible,
It's a case of making any decision on holding these shares after delisting and just using a reasonable assumption to the risk involved here, and with the available protection afforded by our biggest shareholder AXA, they are our biggest protection available here, by virtue of taking anil himself to court in the uk or otherwise , and if should be fail to live up to his public statement around getting a better deal for this companies shareholders, yes he could just be talking about his own selfish interest here, though he's no Donald Trump , so maybe just maybe he has some reasonable plan to substantially enhance share holders financial interest here, why else have we not heard a massive outcry from AXA around the destruction of their massive shareholding here, they must know something will transpire after delisting, and if not maybe they have just accepted that they will get a big dividend twice a year, that would suit me fine here, and as I said sooner or later this company will get taken over by a massively valuable company and probably from America or even India itself, there's plenty of multi billionaires in india that can afford this company.
I accepted your assertion that the inland revenue will accept a reduction of up to 90% of someone's share value in a tax submission, though I would suggest that this is mainly because there actually was a 90% crash in a company's share value, because most delisted companies have failed in some way, and causing that 90% crash in value, though this is definitely not the case with Ienergizer, in fact it's the exact opposite here, this company is thriving and going places, hopefully to a new USA listing .
You say Anil could sell to 3rd parties and then still force this through at a price that suits Anil Aggarwal, well no he can't , because he still can't break AXA,s 11% holding here, why do you think AXA have held that 11% holding here, to protect themselves from this exact outcome. So Anil surely knows that and he will offer AXA and most likely us a better way out to fulfil what Anil says about getting better value from a delisted company, there's no guarantees here, just some share percentage protections, and that's enough for me to sleep easily, so if AXA don't sell at the right price ,then its stalemate here with Anil, I also can't see anil stall everything by offering small shareholders a pittance for there shares, and even if he does ,sure I only paid a pittance for my shares anyway. So as you can see I've removed most if not all of your arguments here TheTrotsky . GLA
would Axa hold unlisted equity ? It says this on the website about real estate but doesn't say the same about equity shares ?
"We take equity stakes in listed and unlisted real estate, generating rental income and capital appreciation. Our scale and network gives us unparalleled abilities to source and deploy capital. We provide regional and country-specific strategies for clients."
Threeput AXA have very limited room to manoeuvre here regarding their 11% holding, a lot of share owning companies don't hold in unlisted companies and will have to sell into the market, though when you own a massive 11% holding then a quickly convened meetings need to take place to decide what to do about this situation, I imagine that they have decided to
just bear and grin from in this most difficult situation, a hope like myself that the dividend is paid out, for what I've paid its not a sacrifice in any real way. I genuinely feel sorry for any small investors paying top dollar for these shares and only to see them crash like this, I'm confident that a Phoenix will arise from these ashes sooner rather than later, so stay put I say, though don't make any decisions on My say so here,
GLA
Hereshopin I checked that exact place on ienergizers site last week and it was 11% , and now yes it's 5.5% now, so it must have been them dumping into the market, they are slow at updating these things, now will they keep these shares or dump the rest in the coming weeks, ??? If they do well that would mean a return to lower levels, and if kept then they are taking there chance like the rest of us in a delisting.
GLA
Though over 15% of the shares still held by these institutions thus far, so if they continue to hold them they can block any possible forced low share price offer .
Gla