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long term revenue streams , growing asset base nearly 500k in buys today maybe more - low liquidity and a few new acquisitions to be announced - flies under the radar - up nearly 400% in 3 years.
Provide clarity on the groups position as a creditors and subsequently the shareholders poisons as creditors . There is probably more to do in you want but it would seem that all has been concluded . I am going to drop a note to the administrators myself later today. It is possible they won't respond though as whilst a shareholder they probably only need to speak to the board as they represent the shareholders . Will perhaps copy the board in on my note . G
The RNS reads the company ( take that as the group) will receive zero. Creditors 3% ( I assume 3 p in the pound but don't take that as read) Drop a line to the administrators for clarity Key elements be. Are the company noted in the release - the group. Can they pr
Not sure on your assumption Either the business that is to be sold of is deemed not to be under group control Or it is under group control. On the first it may be a debtor to the group from which funds may flow- it would have to be proved why this is the case The latter situation means that any and all sale proceeds would go to whatever priority creditors there were and be distributed in an effective pecking order. They administrators should organise a meeting with the creditors with a summary of the situation. If anyone wants to they can write to the administrators asking for information regarding the process As a shareholder. You could also highlight that you and 10pc of PI would like clarity on the potential sale of the subsid that is under the control of the group . Regarding the shareholder and specialist companies, it's just the administrator and shareholders are way down the pecking order Does anyone have a set of accounts for the business ? Might be worth a look over to estimate net liabilities and assets
Mas For record action against board is not a suggestion Clarification on subjects is. No one can take or suggest action without consequence , subsequently if you decided you want to take "action " you need to be prepared to back your claims. Not an easy job. Much better to seek clarification from which you begin to make considered judgements . Shareholders are entitled to a degree of protection , but no one will make any progress with stabs in the dark .
Clarifies PI genuine concerns not wild guesses or contentious claims. I give up on mobile please accept my apologies G
Mobile again . ... A bit more to follow but I have things to deal with . That was a draft too so I may have to request deletion. Mobile doesn't paragraph things either . Will try and fix later Essentially thiugh Shareholders are entitled to ask ( but no need to accuse ) for clarification and protection of their value. However if the whole value of sale ( providing it is Fair value) is less than first charge debt then it is unlikely money will flow back. Clarification needed in understanding whether the deal is fair value and that all sale values were sought . One question could be when were the business aware of an offer and did they advise All shareholders at earliest opportunity before suspension, that a sale was a possibility . None of this commentary suggests that anyone has acted inappropriately - I think its important that sensible communication clarif
I am mobile and have been trying to update The message was removed at my request nothing sinister and nothing mentioning specific businesses - what was posted was a draft and by accident because of mobile app - it want complete It was a general overview of group control of subsids- with reference to whether the sale of a subsid was an effective sale of group asset. I took a steer in the general matter from two separate corporate lawyers . Bittom line is that if by definition the group officers control the subsid then the subsid can be deemed to be a group asset - you need to be clear on the exact definition of control. After that it then depends on what purpose there would be for pursuing a course to prove this. If the sale value exceeds debt then in simple terms the net gain after all creditors can be returned to shareholders ( last in the pecking order and remember all shareholders.) A couple of other things to consider . If an subsid is an asset then is the asset being sold at fair value ( for all the shareholders ) what are the terms of the deal ? If the deal has a structure for future payments then perhaps until those milestones have been reached their can be no winding up of the group ( due to an asset still outstanding. Additionally if a group owns an asset in a subsid then no officer of a subsid can do a deal that effectively can be deemed as a private commission (say a new role or bonus or shareholding in the acquired business - NONE of which I am suggesting but should it happen could prejudice shareholder valid particularly if the sale value was offset on a private deal) So ignoring all the noise around what's gone on its best to focus on understanding what a shareholder seelking fair outcome should do. Specific to HTIG The best kick off ( and cheapest) is a letter outlining concerns to the board and or chairman or both. This could be from all individually concerned or 1 representing a group. Content could focus on Concern that shareholder value has been eroded through sale of assets deemed to be under the control of group . Concern that communication did not highlight the possible insolvency Of group through the German process whether positive or negative outcome. In fact it perhaps eluded to only risk being subsid. Requirement to understand General Terms of sale of GmbH and intentions for sale proceeds returned to group Clarification of the whole solarnext sell down and appropriate proportionate valuation and consequent returned value to group business and that individual shareholders didn't benefit
Stevie I am going to be out of circulation until next week. But will drop a mail through. We will need to present a Group front , that there is a collective action from the minority shareholders with c 10% of the overall share value - who are being represented by either an individual or group. that level of shareholding is enough to call an EGM - the EGM though has to have very specific detail around why it is being called - an asset sold off that prejudices the minority being one ( with a little extra detail) In the mix - the shares are just kept individually , no need to amalgamate( if thats what you mean) - its just a representation of the whole - a collective mind of the minority. However fundamentally the question I think all want answered is this - when and how much . The answer will be that either the suspension is lifted and the insolvency doesn't occur ( unlikely) or that the insolvency goes ahead and with the right outcome by making sure any financial transactions are properly apportioned ( ie not pushing debt into group and sale value into subsid) then there will be a final pot of money available to be distributed amongst the shareholders (300m) thats ALL shareholders. unfortunately that will take a little time. There are other scenarios to the biggest one being debt v asset (effectively sale value of gmbh) , and there is a lot of debt, what we dont know is how this deal has been structured and perhaps achieving an understanding of that equiation and the proposal will let everyone understand the potential outcomes. Hopefully no one needs the money they invested today! any outcome will take a little while.
I think that's what I was implying. The 1 concern is however that GmbH ( the only assett) is approved to be sold and sold before it can be questioned. Once that's done the final - let's call it repayment To sharehioders (creditors ) - will be un-influenceable ( made up word for speed) A blocked sale and a question over its validity, whether its best for all sharehioders may at least provide some leverage . The RNS states that it would seem the sale has been accepted and that its is somehow wrapped up the the "procedure " - I can't see both being interlinked . The procedure was to protect the business whilst a solution was sought- The sale whilst is some sort of solution would I believe be separate from the procedure . Got time to take advice today will revert if it sheds light. G
JLF I believe sharehioders would he best served blocking sale of wholly owned subsid assets right now. These assets are the only group assets they are fully managed by the group and therefore part of the group. I am overwhelmed by work in my own businesses to be able to dedicate time but I believe the sale of this asset alone under the noses of a large group of cohesive minority shareholders needs to be stopped ( and assurances sought and delivered)to preserve any shareholder value on liquidation. Bottom line is this might not be a fair value sale. Potentially its a vehicle for future value for current board . On top of the extrication of the solar next asset. I would think that both those options are enough to raise an action that minority shareholders have been prejudiced. With over 5% the group can call and EGM but it needs to be on specific grounds- separate I don't think the percentage necessarily matters for blocking a sale of asset ( although it will help) For the record I am not a legal expert but have acquired business - pre pack and distressed . So someone needs to take advice and act in this group - Which German court is hearing the action and who should correspondence be directed to? CEO2 has great insight -however it needs distilled to a common solid fact based argument regarding actions that have affected the minority - speculation won't work As I said - I am up to my @@@@ in it today - anyone want to pick up the bat?
Action due Prejudicial conduct for minority shareholders Sale of asset directly controlled by group Sale procedure not advised ( offer arrived 27th feb two RNS on that day talked about court result). Closed bid Minority shareholders representing 8 % of share capital could call EGM. Block German court approval of "mandatory " board decision " Not informed minority of important aspects - Large individual holders selling shares pre suspension . Take your pick Sharehioder group need advice though on what constitutes prejudice and additionally what an how to effect a halt to both the German court (acquisition approval - or at least if the percentage held is big enough as a group to require approval ) and the separate british insolvency process Thoughts anyone ? Appetite for it? Ultimately the outcome i would aim for is .15pnper share net proceeds of insolvency available to distribute to shareholders ( value at suspension). Last financials suggested .7m cash in group. But in haven't looked at OPEx and we don't know debt or its write off or if it's settled to allow sale of GmbH
comfortably travelling just now - I guess this started with shareholders having iissues with specific for what has happend need to take advice on how this is communicated to the board and methodology. there have been toher "action groups" for shares in AIM companies in the past - if anyone knows any that are active , they would be the best steer. need to check the country juisdiction - too.
Halfway there Anyone had a chance to look at minority shareholders required level? Mas You must have a few - gone a bit silent there
If solar next is group owned it is an asset - i suspect that can't be disposed off without agreement of the insolvency practitioner. Its only value though seems to be IP. Hightex group has no revenue ( according to the RNS) but it could have IP that could be valued and sold. Given that situation it does not mean its insolvent per se - as if there are no costs ( and now no debt - a skim of the last few RNSs ( and I might be wrong) would suggest all debt sits in subsid being sold.. If there has been a deal - say make company insolvent and take the IP perhaps to a russian Eco business that intends to utilise it.. That would seem to be a tad naughty. I would also question whether a group assett could be wrapped into a subsidiary sale without some value of transaction being applied and therefore some value being retained in group - don't get me wrong though, that's complicated and to detailed - minority shareholders are better focusing on the big picture first if they want to influence, take action or halt a sale - and that needs clarity on how much of the minority the law requires to collectively take any action. Too little and the board are entitled to make any decisions for them. Secondly as you say its possible hightex group has no ownership of solar next and it is now privately owned - maybe even by the current board. It would need to show up in the balance sheet somewhere though. Incidentally I only bought in here in a small punt that went well- but I so not like minority shareholders getting shafted if that has happened . So I haven't got the whole picture and history yet.
It does rely on whether there is a basis in law to challenge any actions by the board though. Would need to understand that from someone with a legal background - group and subsid , disposal assets and rights as minority shareholders If there is legal recourse then Someone could fire off an email advising that a quantum ( we need a number ) of minority shareholders intend to take X action ( x being related to protection of rights and value and ensuring due process has been conducted without prejudice) again this will need a degree of legal steer. So as a quick starter - we are up to 3.5 million .. Any advance.
If it could be defined as a takeover rather than an acquisition of a subsid. then its possible for shareholders to block. In uk 5% allows ability to force EGM- c 15 million Not sure the ruling in Germany and don't have time to pursue , but if anyone out there in the minority wants to add their share pot to total and it alls ads to 15 million and change then maybe its possible to get a seat at the table with one representative . you would need someone to lead the charge cohesively though . Feel free to consider my 700k in the pot. Its worth nothing but leverage now ( in combination with others) . Alternatively if someone can prove that the subsid owes the group then potentially any group debt should attributed to the charge . Interesting that article on the Russian acquisition - wonder if solar next fits into that plan too (?is that IP wrapped up in the German subsid too? If not and its in the holding group then the shareholders own the assett - forward revenue or not. - would work as a bit of leverage too) As a last thought - I wonder what the aquisition value is (if its a pre- pack then it will be low but with gaurantees written in) if its for real value that might be interesting. Finally can't undestand why there was a closed bid - and that it seems concluded already. Would like to see those minutes from the board meeting. JLF good posts ATB
There probably is recourse If you feel like it the "procedure" has a duty to protect all shareholders. There is probably grounds to block insolvency and also stop the assett stripping aquisition. I guess there's a deal been done with TCA otherwise they would be seeking to take some action . Doors open to communicate with the board and ask questions . But unless you lost your shirt it's probably a long battle. I got a little lucky, fortunately bought at .09 and sold most at .38 . What I had was a chunky free carry. Still hurts though . Not keen on bad practice . If its the Russians its a clever play. Don't do any deals for stadia. Wait for it to fail and pick it up for a song then strike deals for stadia.
Another great set of results 44pc increase Terrific ebitda Long term index linked growth Incredibly strong cash position . Opportunity to expand ADM sales into new markets through aquisition All good.