13 people so far have registered...... A new email account has been created ‘ultrasisshareholders@gmail.com’. The purpose is to allow people to email so I can centrally record their Ultrasis shareholding applicable for voting rights and we have an email group that potentially anyone in the group can use to contact others in the group. The aim is to be able to see whether the group in total has sufficient shareholding to influence the vote for delisting. However, I can only see this working if we have a common agreed approach to voting. [Hopefully, when an offer is made, will be sufficient to allow us to agree the terms of the takeover and we will not need to vote against the delisting]. My role; I’m definitely not acting as an advisor in any capacity and any decisions you make are your own. I am however willing to act as the consolidator of the shareholdings and have created a platform to allow cross communication. I suggest that we each have a pseudo name that you email me so you can identify that I have recorded the correct number of shares that you hold for when the shareholdings are published to the group. This will make your specific holdings anonymous to others. I also need to understand whether you are willing to share your email address across the group, as this will allow email conversations across the group. So if you opt out you will not be included in these conversations and to some extent you will miss out. However, you certainly need to be included in any survey regarding voting. If you don’t opt out then I will distribute your email among the group. We need to include as many like-minded shareholders in the group as we can so please invite other shareholders to join the group so we can aim to exceed 25% holdings.. I recognise email is not the most efficient media to share information, so if someone has a better solution then please take up the mantle (e.g. Twitter, Yammer, etc.). As this is effectively an 'open forum' please be aware that there is a possibility that some people will join the group who make fake statements so the shareholding total may be as published and they may try to influence in a way that may not be conducive to the group as a whole. Good luck to all.
....prepared to continue to consider .... ....the Board intends .... ....Further announcements will be made in due course
Mr. Bell has recently written to the Company stating that he is prepared to continue to consider on-going requests for draw-downs under the loan facilities which are in excess of the rolling limit, subject to, inter alia, a review of the Company’s short and medium term working capital requirements and the Board seeking cancellation of the Company’s shares to trading on AIM. Consequently, the Board intends shortly to send a circular to shareholders seeking the cancellation of the Company’s shares to trading on AIM. Further announcements will be made in due course.
My own view is that in order to secure a delisting and acceptance by shareholders to buy the company, the price must be in EXCESS OF 1.2 pence, valuing the company at around £21m. Given all the recent announcement about growth and profitability, this still looks cheap as chips.
A new email account has been created ‘ultrasisshareholders@gmail.com’. The purpose is to allow people to email so I can centrally record their Ultrasis shareholding applicable for voting rights and we have an email group that potentially anyone in the group can use to contact others in the group. The aim is to be able to see whether the group in total has sufficient shareholding to influence the vote for delisting. However, I can only see this working if we have a common agreed approach to voting. [Hopefully, when an offer is made, will be sufficient to allow us to agree the terms of the takeover and we will not need to vote against the delisting]. My role; I’m definitely not acting as an advisor in any capacity and any decisions you make are your own. I am however willing to act as the consolidator of the shareholdings and have created a platform to allow cross communication. I suggest that we each have a pseudo name that you email me so you can identify that I have recorded the correct number of shares that you hold for when the shareholdings are published to the group. This will make your specific holdings anonymous to others. I also need to understand whether you are willing to share your email address across the group, as this will allow email conversations across the group. So if you opt out you will not be included in these conversations and to some extent you will miss out. However, you certainly need to be included in any survey regarding voting. If you don’t opt out then I will distribute your email among the group. We need to include as many like-minded shareholders in the group as we can so please invite other shareholders to join the group so we can aim to exceed 25% holdings.. I recognise email is not the most efficient media to share information, so if someone has a better solution then please take up the mantle (e.g. Twitter, Yammer, etc.). As this is effectively an 'open forum' please be aware that there is a possibility that some people will join the group who make fake statements so the shareholding total may be as published and they may try to influence in a way that may not be conducive to the group as a whole. Good luck to all.
So a quick calculation that I have made and this may not be correct nor may my assumptions, but this is possible: If the previous calculations and assumprions were correct regarding PAYABLE TO SCREENETICS and based on the assumption that Screenentics in 2014 made £630k profit and Screenetics took up the full payment in shares, then the following is possible (this is based on a price of 0.62 pence per share as at end July 14): Current shares in issue: 1,780 m PAB potential holdings based on 30%: 534 m Screenetics £2,850k value in shares: 460 m Giving new shares in issue: 2,240 m PAB new potential holdings based on 534 m: 24% Screenetics holdings based on 460 m: 20% Now I have no idea what the profit for Screenetic was to close July 14, whether they took this up in shares, what the timelines are for the new shares being issued and indeed whether or how much this impacts the decision to delist. But it's certainly worth knowing what may be possible? Again this is based on possibilities. However, please calculate based on your own assumptions.
The price we know is not reflective of the prospects for this company and has been driven down by knee jerk reaction and short term day traders. I suspect that there will be a delay until PAB can secure the necessary funding and any other 'agreements' for the take-over. All we can do is wait and see, who knows how long, to find out what is on offer and respond accordingly. The important thing will be an agreed and common response by 25% + of the voting rights. Let's get the detail and somehow assemble the necessary 25% and hopefully agree an approach.
So a quick calculation that I have made and this may not be correct nor may my assumptions, but this is possible: Perhaps someone else could varify? PAYABLE TO SCREENETICS Start cash £570k + shares £380k. 2014 (if made £630 profit) Cash £950k + Shares £1,900k (or if cash not available can convert £950k to shares). 2015 Shares £1,200k. That makes a potential outgoing of cash £570 + Shares £4,230k. Thats a huge number of shares and depending on market price could exceed PAB's holdings.
The following has been published previously in the Ultrasis reports and may be an indication of the potential reason for a potentially cash strapped Ultrasis and the influence Screenetics may have on this decision? Subject to approval of the Resolutions, the Company will acquire Screenetics for an initial consideration of approximately £570,600 in cash and the issue of Ordinary Shares to the value of approximately £380,400, subject to adjustment to provide that Screenetics is acquired on a net cash/net debt basis, with further consideration of up to £3,849,000 dependent on Screenetics’ performance in the period following the Acquisition, payable as follows: following completion, and subject to adjustment, up or down, approximately £570,600 in cash and approximately £380,400 in new Ultrasis Shares after the audited accounts for Screenetics for the financial year ending on 31 July 2014 have been approved by the Board, an amount equal to 6 times the pre-tax profits achieved in that financial year (2014 PTP) less the Initial Consideration, 66.67% to be paid in Ultrasis Shares, with the balance payable in cash unless there is insufficient cash in Screenetics and the sellers of Screenetics elect to take further Ultrasis Shares equivalent to the amount of the shortfall after the audited accounts for Screenetics for the financial year ending on 31 July 2015 have been approved by the Board, an amount equal to 1 times the pre-tax profits achieved in that financial year, less 1 times the 2014 PTP, subject to a cap of £1.2 million, payable in Ultrasis Shares.
Quickly looking on the internet I have found the following site which contains an email address for complaints. http://www.londonstockexchange.com/companies-and-advisors/aim/advisers/aim-reg-team/aim-regulation-team.htm However, from what I can see it is not inconsistant for the share price to drop significantly once a company announces a delisting, so that in itself does not appear to be a reason to complain. Yes they could have potentailly suspended trading, but I do not know whether AIM have that ability and the ability to continue trading may be a preferred option for some people. I suspect we will need to get the official documentation before we know what we are dealing with and can then make a more informed decision on the way forward. It will be this point that we need to try and get together and decide on the approach to securing the value of our investment.
Until we see the reason for the delisting and attend the EGM we will not know who is driving this. I suspect with the bulk of the growth coming from Screenetics side of the business and with the Screenetics owner taking both a much larger shareholding and taking cash out of the company as part of the buying of Screenetics, that the Screenetics owner could be a major influencer in this decison? Anyway the offered buy-out price might be 3 pence (not 0.3 pence) in which case we might be happy to take the money and run. lol
Link for another company delisting: http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/11404728.html?error=1
BUT --there are circumstances where the Exchange may agree that shareholder consent is NOTrequired. For example where, pursuant to a takeover which has become wholly unconditional, an offeror has received valid acceptances in excess of 75% of each class of AIM securities. I have no idea whether this is relevant or not?
This contain the timelines for delisting, but I don't know how that impacts the timelines for a bid price? Extract from http://www.cms-ag.com/delisting-from-aim/
A few years ago when there were the usual issues with Ult management not notifying and consulting with shareholders, so there was a shareholder group creatd that liaised and ocassionally met. They held a profile of the people, the shares held, contact info etc.. Does anyone know whether this exists, as this would be a good starting point for starting a consolidation of like-minded people?
The lower the price the more opportunity for the MBO to secure finanacing and buying up of shares at a very low price, which will also give them more voting rights for the MBO. There are also a number of larger share holders who may be given the opportunity to convert existing shares into shares in the new private company, so it would be in all their interests to secure a low buy price. Basically the rest of us would get, putting it bluntly, shafted. We need to understand if together we have more than 25% ownership to secure an acceptable price.
There are many long term share holders who have 'believed' in the company in the products they are trying to provide and in the growth of the comapny and the ability to grow our own long term investments. Strength will be if we stick together and hold out for an 'acceptable pice'. Perhaps we should get together in some form, either face-to-face or via a central IT forum, once we know what is being proposed - any takers?
is the 'National Stress Day' (not for us).
Extract from http://www.cms-ag.com/delisting-from-aim/ Rule 41 of the AIM Rules sets out the procedure for delisting. In summary, a company that wishes to cancel the right of any of its trading securities must: i.notify the market through a regulatory information service of the proposed cancellation date; ii.notify the London Stock Exchange (the “Exchange”) of its intended cancellation and its reasons for cancellation including its preferred cancellation date; and iii.obtain shareholder approval. The notification to the Exchange should be made by the company’s nominated adviser and should be given at least 20 business days prior to the intended cancellation date (the 20 business days’ notice requirement is a minimum). Any cancellation of a company’s securities on AIM will be conditional upon seeking shareholder approval in general meeting of not less than 75% of votes cast by its shareholders present and voting (in person or by proxy) at the meeting. The notification to shareholders should set out the preferred date of cancellation, the reasons for seeking the cancellation (for example annual fees to the Exchange, the cost of maintaining a nominated adviser and broker, professional costs, corporate governance compliance, inability to access funds on the market), a description of how shareholders will be able to effect transactions in the AIM securities once they have been cancelled and any other matters relevant to shareholders reaching an informed decision upon the issue of the cancellation. Cancellation will not take effect until at least 5 business days after the shareholder approval is obtained and a dealing notice has been issued by the Exchange. It should be noted that there are circumstances where the Exchange may agree that shareholder consent is not required for the cancellation of admission of a company’s shares, for example (i) where comparable dealing facilities on an EU regulated market or AIM designated market are put in place to enable shareholders to trade their AIM securities in the future or (ii) where, pursuant to a takeover which has become wholly unconditional, an offeror has received valid acceptances in excess of 75% of each class of AIM securities. The company’s Nominated Adviser will liaise with the Exchange to secure a dispensation if relevant. CMS Advisory Group does not provide legal advice. This note does not constitute and should not be construed as legal advice. Specific legal or other appropriate professional advice should be taken before acting on any of the topics covered.
These are my thoughts and my quick calculation and not intended to give influence or advise. Mr Bell has already invested several million pounds and in order to make a takeover will have to buy even more shares in bulk. So that, I’m guessing, must be £3m plus invested. There are around 1.7 billion shares at todays price is worth around £3.4m, which equates to around his total investment (just 30% of the company). The offer has got to be reasonable or Mr Bell will be significantly out of pocket should he offer a low MBO price, as there is a risk (highly likely given the recent good news and targets) that the shareholders will reject an unreasonable offer . He will then have to bail out and lose some or all his investment or risk that another company or person will buy him out at a much lower price. Based on the recent ULT trading update regarding a return to profits and growth prospects, based on a (say) 15 x PE ratio, the company must be worth at least £15, which equates to around 0.9 pence a share, well above the current 0.20 price. Again these are my thoughts and my quick calculation and not intended to influence or advise.