Member Info for 30silver

It's not often that I've been in agreement with Shylock on this board, but I am (to some extent) in this case. Most of the £5.1m left over will be retained to cover off potential warranty claims from Energy Assets / NorthEdge (£3.22m in respect of Utiligroup and an undisclosed sum - potentially £0.5m for Bglobal Metering). The amount being ring fenced for those warranties should be released in full following the expiry of the warranty period. There will still be c.£1.4m of cash being held back for running costs, de-listing costs and severance packages for the remaining employees. As soon as the de-listing is complete (arguably as soon as the Utiligroup disposal is complete) we will not need the BoD in its current form, certainly we will not need the NED's, nor will we need a CEO on a £300k per annum package (although I am sure that he will be receiving a very handsome payoff). I asked the Company for details of such a run-off schedule and it was confirmed that no such information will be made available prior to the completion of the shareholder vote on the 18th, but that we will get a second circular soon after the deal for Utiligroup is completed (expected to be 20 June as per the Circular) to explain how the £5.1m will be utilised. As I understand it PK has had no more detailed information than the rest of us, so must be putting his faith in the governance expected of a public company and that significant sums of shareholders money will not be paid out to the BoD without just cause. That said I find it hard to see how the BoD can spend £1.4m on de-listing costs, running costs during that period and severance packages without those severance packages being in excess of £1m - hardly justifiable in my view but time will tell - the directors have a duty to disclose any (conflict of) interest in any proposed transaction, and a de-listing that will result in six or even seven figure payoffs would definitely qualify in my book. Personally I would expect to get a further 3.5 to 4p per share following the initial 11p distribution, meaning that somewhere between £15.4m and £15.9m of the £16.8m will have been distributed to shareholders, with £1.4m to £0.9m being used up in the close down period. This assumes no warranty claims / payments to shorten the warranty period. To answer Jolly's question about the 3p-5p after the initial 11p being a free lunch, that depends on two main elements of uncertainty: 1) The uncertainty of the distribution method, income v capital - we should be given an option to treat it either way according to what is most tax efficient 2) The uncertainty of the run-off following the disposal of Utiligroup (including but not limited to potential warranty claims). With these two points remaining uncertain the market will not reflect "full" value. Once certainty is achieved then we should see the market right itself (assu

Is it likely / allowed that we won't get an update at all? Isn't there an obligation on AIM companies to provide a pre-close period statement? The closer it gets to the annual results being announced the less point there is in making a pre-close statement (in fact if the results are to be announced in mid-July as in previous years we're already in a closed period so it can't be a "pre-close" statement now in any case). Very disappointing though, looks like they haven't got a handle on the numbers. If you combine that with the RNS of 6 May re: Change of Registered Office (which I picked up from Companies House on 15 April, the change having taken place on 20 March) it would seem that Mr Grant doesn't hold us investors (perhaps with the exclusion of his employers, Hawkwood) in particularly high regard with respect to updating us on progress without undue delay.

"30silver, I don't remember seeing the KPMG valuation published anywhere. Could you help out with a link?" ===== It wasn't published, I got the information from my own moles. "Can't remember seeing these rumours anywhere either. But if they are true, perhaps they are a form of "golden goodbye"? Clearly, a number of former staff, managers and possibly even a director or two, will now be surplus to requirements." ============ Again these rumours are from my moles and were discussed as linked specifically to the sale. "Golden Goodbyes" are another matter, and any payments to staff over and above the contractual requirements (notice pay) would be highly unusual for a business like this. "We don't know how much has been saved but I trust our chairman to ensure that the overheads will be commensurate with the scale of the Utilsoft operation - even if the full listing costs now have to be borne on narrowed shoulders. More news coming on the overheads front, I expect." ======== I've neither seen nor heard anything to suggest the Chairman has experience of running plc company overheads - I can only assume that you know him personally hence your view.

I suspect there are a lot of people on here with agendas but given the anonymity afforded by these boards, who can tell what they are? The price isn't really £2.3m rather it's £2.1m on a cash free debt free basis, as £0.2m is for the completion cash within the business, but that's just a "clever" piece of spin on the part of Bglobal in the announcement and hardly material in terms of the overall deal size. £2.1m is a lot more than many would think would be possible for a loss making business, but it's a lot less than the price tag that KPMG put on the metering business, I wonder if your moles told you that bit? How about the rumours of significant bonuses being paid to directors / senior management involved in the deal process - anything from your moles on that? So far the market doesn't think much of it, but when Bglobal update us on the future profitability of the newly re-shaped group we will have something more substantial to talk about, as you rightly pointed out in an earlier post. I see you're using Note 2 of the September 2013 interim results to come up with your £1m profitability of Utiligroup (£916k EBITDA / £704k PBT based on Interim run rate - not allowing for seasonality). That said, Utiligroup will now have to bear all plc costs, not just a (1/3?) share as per that note, and there was an under-recovery of central costs leading to a net EBITDA deficit in the plc of £0.3m which will also need to be included. Even with significant cost reductions (obviously the CFO's costs are out so without a replacement that's a big chunk) we've still got a CEO in here at nearly £300k (unless he's now surplus to requirements) along with the rest of the plc board plus market costs, expensive legals, audit, market costs etc. Let's have some big wins in for Utiligroup then we can all see a sustained share price rise instead of these temporary spikes that characterise the last 6 months. We also need an update on the financials urgently to understand where we lie and I won't be happy being made to wait until July for that!

RNS Number : 1888F Bglobal PLC 22 April 2014 22 April 2014 Bglobal plc ('Bglobal', the 'Group' or the 'Company') Disposal of B Global Metering Limited Bglobal plc (AIM:BGBL), the leading provider of smart energy solutions and services to the UK energy market, is pleased to announced it has reached an agreement with Energy Assets Group plc to dispose of the entire issued ordinary share capital of its metering business, B Global Metering Limited ('BGM'), for a cash consideration of £2.3m, which includes payment of £0.2m for the cash balance of BGM on completion. The disposal is made on a debt free basis with a working capital adjustment mechanism in place post completion. The sale and purchase agreement contains warranties and indemnities that are customary for a transaction of this nature. Following the initial findings of the KPMG strategic review announced in November 2013, Bglobal has been in discussions with a number of parties with regard to the disposal of its metering business. In addition, a number of operational steps have been taken to improve the current performance of BGM, including the removal of approximately £1m of annualised costs. BGM had gross assets of £4.0m at 31 March 2013. The business generated revenues of £7.4m, over half of which are recurring revenues, and incurred a loss before tax of £1.5m (after exceptional asset impairment and intra-group management charges of £0.7m) for the year ended 31 March 2013. Following a further review of the Group, the decision has been taken to close Bsmart Energy Solutions Limited and Nutech Training Limited as both businesses have performed poorly in the 6 months to 31 March 2014 and, with the disposal of BGM, are no longer core to the strategic direction that the Group wishes to pursue. Attempts were made to dispose of these businesses but discussions in this regard have now come to an end. The proceeds from the sale of BGM will be used to repay the convertible loan note issued to Synergy Capital Limited, to pay expenses incurred in connection with the sale and the closure of Bsmart and Nutech and to provide working capital for the Group. The Group's remaining business, Utiligroup, has performed well throughout the financial year ended 31 March 2014 and has continued to build a strong recurring revenue stream that provides a stable platform for further growth in the coming 12 months. Tim Jackson Smith, Chief Executive of Bglobal plc, commented: "In line with our strategic plan to deliver value for shareholders, I am pleased to announce the sale of B Global Metering Limited to Energy Assets Group plc. I would like to thank all of the staff at B Global Metering for their hard work and commitment, particularly over the last 6 months, and am confident that they and the business will have a bright future as part of the Energy Assets Group." - En

You and me both, there seems to be no stopping it either...

<<Info from Companies House>> REGISTERED OFFICE CHANGED ON 20/03/2014 FROM ARKWRIGHT HOUSE ARKWRIGHT COURT COMMERCIAL ROAD DARWEN LANCASHIRE BB3 0FG Now showing as c/o UTILIGROUP LIMITED ALLIANCE HOUSE CLAYTON GREEN BUSINESS PARK, LIBRARY ROAD CLAYTON-LE-WOODS CHORLEY LANCASHIRE ENGLAND PR6 7EN @Shamwari, @Wodster it looks like you are both right, something is brewing and has been for nearly a month. Looks like the disposal of the metering business includes the head office too, which would explain the change of registered address. Why hasn't the deal been closed yet and why haven't we been given an update? Could it be that the disposal has gone TU? Shylock - what are your moles telling you now? Is this news still coming "soon"?

How does EAS's claim to be the largest independent I&C gas metering services tally with SMS's claim that they have contracted with 80% of the market? If SMS's I&C gas portfolio grew by 118% in 2013, they could be hot on EAS's heels? There is a big market to go for with 1.5 million non-domestic gas meters out there, so maybe there is room enough for two?

Trading Update Tue, 15th Apr 2014 07:00 RNS Number : 7966E Energy Assets Group plc 15 April 2014 ? For immediate release 15 April 2014 Energy Assets Group plc ("Energy Assets" or the "Group") Trading update Energy Assets Group plc (LSE: EAS.L), the largest independent provider of industrial and commercial (I&C) gas metering services in the UK1, today announces an update on trading ahead of its Annual Results to be announced on 10 June 2014. Energy Assets continues to experience strong trading and growth across all three of its business divisions and accordingly, based on unaudited management accounts, it is anticipated that the Group's trading for the twelve months ended 31 March 2014 will be in line with the Board's expectations. As of 31 March 2014, the metering portfolio owned and installed increased by 25% to circa 101,000 assets (2013: circa 81,000). This represents a significant milestone in the Group's growth profile. In addition, the number of meter points from which data is collected on behalf of our customers has increased by 19% to circa 62,500 units (2013: circa 52,500). The business outlook for 2014/15 is increasingly positive. Chief Executive Phil Bellamy-Lee commented: "I am delighted to be able to report another year of excellent growth across our three business divisions, further enhancing our market position and increasing shareholder value as the leading independent MAM in the UK I&C sector."

Alan Foy, Chief Executive Officer, commented: "The acquisition of UPL will enable SMS to expand its service offering across the gas and electricity sectors, and the enlarged group will now offer a fully integrated service in these markets. It positions the enlarged Company as a dual gas and electricity service provider and establishes a base from which we can enhance our existing respective client relationships. It will ensure that SMS is well positioned with suppliers of domestic gas and electricity for the future UK domestic smart metering roll out. We are delighted to welcome Rhys Wynne and his team to SMS and look forward to working with them, continuing to grow and exploring further opportunities this acquisition may provide. We would like to thank our banks for their support and are grateful for the help of our advisers in executing SMS's first acquisition." Commenting specifically on the Board changes, Paul Dollman, Chairman of SMS, said: "The Board would like to thank Nigel for his very significant contribution to the Company. He has been involved with SMS since before the company was listed on AIM in 2011 and has provided invaluable advice and support through the years. We wish him every success in the future. We are delighted to welcome Willie to the Board and look forward to working with him. His considerable PLC experience in the energy space and with ScottishPower's metering activity will be invaluable as we grow the business in the electricity sector. " Acquisition Rationale The Acquisition is in line with the strategic vision of SMS to become the leading independent supplier of smart metering solutions to suppliers in the utility sector providing the highest levels of customer service. SMS and UPL are highly complementary and the Acquisition will enable significant growth opportunities by offering a full end-to-end dual fuel service incorporating connections, metering assets installation, ownership and management, as well as data management services to the respective gas and electricity customers of SMS and UPL. There is the further potential to work with new water industry customers. SMS believes there is scope to increase its penetration into geographic markets through UPL's energy management propositions already established in Italy and the Caribbean and SMS's ADM™ device, which is currently undergoing trials in 5 different countries. The Company expects the Acquisition to be immediately earnings accretive and value enhancing by providing significant sustainable earnings backed by recurring meter rental and data management provision income. UPL will join the SMS Group as a new electricity division to be headed by Rhys Wynne, who co-founded UPL in 1996. The enhanced business will operate divisionally from Glasgow ('Gas') and Cardiff ('Electricity', formerly UPL). A new water division will be established to promote data services i

Mon, 14th Apr 2014 07:00 RNS Number : 7270E Smart Metering Systems PLC 14 April 2014 ? 14th April 2014 Smart Metering Systems plc ("SMS", the "Company" or the "Group") Acquisition of Utility Partnership Limited and Board changes Smart Metering Systems plc (AIM: SMS.L), the integrated metering services company that connects, owns, operates and maintains current generation, advanced and smart metering assets and databases is pleased to announce the acquisition of the entire issued share capital of Utility Partnership Limited ("UPL"), a leading manager of electricity meters in the UKand provider of electricity connections, design, meter installation, data management and energy management services (the "Acquisition"). The consideration for the Acquisition is £14 million, to be settled through a payment of approximately £9.7 million in cash, funded through a new corporate debt facility provided by the Company's existing club of lenders, with the balance of approximately £4.3 million being satisfied by the issue of 1,246,277 ordinary shares of 1p each ("Ordinary Shares") in the Company (the "Consideration Shares"). The Consideration Shares have been issued at a price of £3.4255, being the mid-price of the Ordinary Shares on 14 March 2014, the day before the publication of the Company's final results for the year ended 31 December 2013. The cash consideration for the Acquisition will be adjusted on a cash free debt free basis and on the basis of a normalised working capital following finalisation of completion accounts. UPL has grown very successfully since its establishment and for the year ended 31 July 2013 turnover was £11.1 million with gross profit of £3.7 million and EBITDA (after exceptional items) of £2.0 million. SMS is also pleased to announce the appointment of Willie MacDiarmid as a Non-Executive Director of the Company with effect from 14 April 2014. Willie is a proven senior executive with a background in the energy sector who has had involvement at the highest level with the last two UK Governments on a variety of strategic and operating working groups. As a member of the ScottishPower executive team, he successfully led ScottishPower through the deregulation of the UK energy market and served on their investment committee, as well as being involved in various mergers and acquisitions. ScottishPower's successful metering business was part of his portfolio. Willie is fully supportive of SMS' growth and acquisition strategy and will become Chair of the Company's Remuneration Committee. Furthermore, with effect from 14 April 2014, Nigel Christie, who has been a Non-Executive Director since the Company's AIM IPO in 2011, is retiring from the Board and Miriam Greenwood is taking over the Chair of the Company's Audit Committee.

@shamwari - possible that there has been silence because there is nothing happening worth telling us about, unless shylock wants to share the information coming from his moles? We will see what has been happening when the trading update comes out - could be as soon as mid april, could be as late as mid may based on history ( 22-Apr-13, 15-May-12, 10-May-11).