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Bglobal PLC Disposal RNS Number : 9911Y Bglobal PLC 01 March 2013  BGLOBAL PLC ("Bglobal" or the "Company" or the "Group") Disposal of Utilisoft Pty Ltd Bglobal plc (AIM:BGBL), the leading provider of smart energy solutions and services announces that on 28 February 2013 it completed the sale of its Australian subsidiary, Utilisoft Pty Ltd ("Utilisoft Australia"), to Hansen Corporation Pty Ltd ("Hansen") for a cash consideration of AUD$3.5 million (£2.36 million). UItilisoft Australia provides data management, software and process solutions to customers in the Australian energy market. Hansen is a leading independent provider of billing, customer care and IT solutions to the telecommunications, electricity, gas and water industries. In the year ending 31 March 2012, Utilisoft Australia achieved revenue of £2.38 million, operating profit of £0.36 million and profit before taxation of £0.39 million. The net assets of Utilisoft Australia at 31 March 2012 were £0.40 million. The sale of Utilisoft Australia will allow the Board to focus on its remaining UK operating businesses and continue to develop its "meter to cash" smart meter services platform. During 2012, investment has been made in establishing Bsmart Energy Solutions, a company that is focused on delivering end to end energy services to the SME market and Nutech Training Limited, a company that provides dual fuel smart meter installation training. Both of these subsidiaries are now generating revenues for the Group. The cash proceeds of the sale will be used to invest in the further development of products and services, especially in the further development and testing of a PAYG integrated software solution for which the Group has received strong interest. The Group now has a strengthened balance sheet, cash in the bank of approximately £3.4 million and the Board has confidence that further progress will be made during the current calendar year to capitalise on the opportunities that the Group is currently pursuing. Tim Jackson-Smith, CEO, commented: "The sale of our Australian subsidiary strengthens the Group's balance sheet and provides us with the resources to accelerate the development and field testing of our PAYG solution for which we have seen strong interest from existing energy suppliers and social and commercial landlords. I would like to thank all of the team at Utilisoft Pty for their commitment and hard work and look forward to seeing the business develop under its new owner."
Avia Health Infrmtcs Trading Update RNS Number : 9687Y Avia Health Informatics PLC 01 March 2013  Avia Health Informatics Plc ("Avia" or "the Company") Trading update Further to the update announcement by the Company on 24 January 2013, the Directors of Avia have provided an update on current trading. Whilst trading continues to remain challenging, the Directors announce that performance in January 2013 was ahead of their expectations and that the Company traded at profitability. Unfortunately, sales in February 2013 were behind the Directors' expectations due to ordering delays within the NHS, the Company's principal customer. However, the Directors anticipate that these sales will be received during March and will contribute to the Company's results to 31 March 2013. Notwithstanding this, the Directors anticipate that the results for the year ended 31 March 2013 will be somewhat behind their earlier expectations. The Company's cash flow continues to be tight and the Company remains in discussions with its principal creditor in relation to the deferral of amounts owed. This creditor has, to date, adopted a flexible and supportive approach.
2014!!
how you view the purchase by Joanna. I have 7k worth standing me 10k. so I have enough for now. The signs look to be there but I've reached my limit till further news
we're being taken for a ride and bod are in cahoots
The update of the 23rd highlights concerns regarding the possibility of HCL not meeting its covenants with the banks in March and June 2013. There is also the reference to the possibility of a requirement for further capital funding in the next 12 months. There have been several significant, and positive, developments in HCL’s trading. The update of the 23rd makes no reference to any of these developments. Furthermore, many, if not all, of the issues that have delayed HCL in achieving its financial objectives have either been addressed or will be addressed in the next few weeks. In my opinion, the content of the update of the 23rd January appears to be unduly negative in its overall message. The absence of almost any reference to positive (and significant) developments, many of which have been reported in the press or within internal news updates, presents an unbalanced and unduly negative picture. The result of the announcement was clear in the dramatic fall in the share price. The absence of any positive elements could, and probably would, lead any investor, potential investor or other interested party to lose interest. My own assessment of the value of HCL and its subsidiaries is very different from the ‘Market Cap’. The current share value is, in my opinion and the opinion of many others, grossly below the true realisable value of the company. In my opinion, the realisable value, after repayment of bank debt, is closer to £60 million plus cash in bank, not the sub £5 million reflected in the current share price. Although I am, formally, undecided with regard to any possible and (as yet unforthcoming) offer, I would anticipate that this letter would enable any informed party to ascertain my current view. Kind regards Craig Tibbles
Dear All, We await a formal offer from the concert party (Toscafund and Ares Capital), and the Board response to the same. In the meantime please see appended an open letter from a significant shareholder who is supporting this campaign. We continue to encourage shareholders to get in touch and thank those who have supported us through creating wider awareness of the campaign. To date we have had significant interest from shareholders in anticipation of a formal offer. With Regards, No to HCL Offer Campaign Letter from Craig Tibbles Thursday, 21 February 2013 Further to the article in Recruiter magazine and the subsequent speculation, I write to make my position clear. The article is correct in stating that I have not made any decision. This is because there is no formal offer. The Recruiter article also quotes me correctly in stating “There has been far too much sabre rattling regarding HCL”. This is also correct. My reference is to idle speculation and wild accusations and claims surrounding HCL since the removal of the previous Board of Directors. In the interests of clarity, I wish to make my position clear regarding the indicative offer referred to in the announcement of the 6th February by the Board of Directors of HCL; The indicative offer is in line with the depressed share price following the trading update issued on the 23rd January 2013. This update highlights concerns regarding ‘continuing’ legal action regarding US based proceedings against the company and the former Executive Vice Chairman Kate Bleasdale. In both cases, the Board of HCL have made their position clear. The “Update on the US proceedings commenced against HCL” of the 14th August 2012 the Board stated; “Accordingly, our legal advisors have today written to the Plaintiffs' US counsel confirming that the Company does not propose to respond to the US proceedings and informing them that, if they wish to pursue a claim, they should do so in the proper forum, namely, the English High Court of Justice. The Plaintiffs' US counsel have also been informed that the Board consider the underlying claim to be wholly without merit and that if proceedings are commenced in the proper forum they will be strenuously defended”. No further action, or filing in the English Courts has been notified as far as I am aware. The update also states; “Since the Interims there have been no further material developments with respect to this litigation other than the initial rejection of Ms Bleasdale’s application for an appeal. As allowed in such an instance, Ms Bleasdale has requested a hearing in front of a Judge to challenge this decision. The Board remains confident of its defence in both claims and will strenuously defend its position”. The update of the 23rd highlights concerns regarding the possibility of HCL not meeting its covenants
" price in cash of at least 0.54 pence per share, being the closing market price of an HCL share on 5 February 2013. Parties acting in concert with Toscafund, ACE and parties acting in concert with ACE own, in aggregate, approximately 72.5 per cent" The term "at least" has been used whereas later "This announcement is made with the consent of Toscafund and ACE although there can be no certainty that an offer will ultimately be made for HCL, nor as to the terms on which any offer may ultimately be made. Toscafund and ACE reserve the right to announce an offer at a lower price with the agreement of the Board" Note "at a lower price" Like a threat isn't it Like Why wait for .54 when you can get it now - tempting us to sell especially if they can come back with a lower price if you don't sell now And This announcement is made with the consent of Toscafund and ACE although there can be no certainty that an offer will ultimately be made for HCL, nor as to the terms on which any offer may ultimately be made. kind of like, to me, Psycholigical warfare
if the above don't get their finger out and tell us % aligned and what the strategy is then they're going to lose all volition. Also, how do we know "No to HCL offer" hasn't been set up to sell us down the river by being organised by the offeree? and why are they so reticent about letting us know whose involved in "No to HCL offer"? I'm giving them till friday before i decide to sell or hangon
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: Director Beneficial holding Percentage Peter Sullivan 200,000 0.02% Stephen Burke 1,824,087 0.22% Andrew McRae 900,000 0.11% David Henderson 200,000 0.02% Mark Andrews 618,055 0.07% Sue Bygrave 0 0%
Dear All, Since the RNS announcement on 06 February 2013 and the concomitant Indicative Proposal, no firm offer has been forthcoming. The deadline for any firm offer is 06 March 2013. Please continue to spread awareness and direct other shareholders to register their interest at this email address (notoHCLoffer@yahoo.com). Our apologies to all who have got in touch and are awaiting a response to their queries. Due to the volume of such contact we have been unable to respond individually. Once we have further clarity on the intentions of the Board we will detail intended action. With Regards, No to HCL Offer
number of trades today - why the flurry?
Investec Bank plc Form 8.5 (EPT/RI) - Healthcare Locums plc FORM 8.5 (EPT/RI) PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY Rule 8.5 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Name of exempt principal trader: Investec Bank Plc (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree Healthcare Locums plc (c) Name of the party to the offer with which exempt principal trader is connected: Healthcare Locums plc (d) Date dealing undertaken: 11th February 2013 (e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? NO 2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER (a) Purchases and sales Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received Ordinary Shares Purchases 375,609 0.54p 0.48p Ordinary Shares Sales 2,737,400 0.58p 0.54p
Special Resolution A Special Resolution is a resolution passed by 75% of the members present in person or by proxy and entitled to vote at a general meeting. Not less than 21 days notice specifying the intention to propose the resolution as a special resolution must be given to the members. The following are examples of matters for which a special resolution is required:- alteration of the objects (purpose) of the Company alteration of the articles change of name ratification of an act beyond the power of the directors reduction of share capital authority for allotment of equity securities by the directors without restriction or subject to modified restrictions provision of financial assistance by a private company for the purchase of its own shares approval of certain off-market purchasers by a company of its own shares resolution of a company for winding up by the court; or for voluntary winding up Extraordinary Resolution An extraordinary resolution is a resolution passed by a majority of not less than 75% of members entitled to vote in person or, where proxies are allowed, by proxy at a general meeting. Notice specifying the intention to propose the resolution as an extraordinary resolution must be given. An extraordinary resolution is required for matters such as modifying the rights of classes of shareholders or winding-up. Section 204 Procedure Under the Section 204 of the Companies Act 1963 procedure involves the making of a general offer by a potential purchaser to all of the shareholders of the target to purchase their shares. The offer must relate to all of the shares in the target and should specify the proposed consideration per share and deadline for acceptance of the offer. In order for the compulsory acquisition rights in favour of the purchaser to be triggered, the offer must be accepted by shareholders holding not less than 80% in value of the shares in the target. Elective Resolution To pass an elective resolution is a resolution the support of 100% of the members of a private company is required. Not less than 21 days notice specifying the intention to propose an elective resolution must be given to shareholders. An elective resolution by a private Company must be made by resolution of the Company in a general meeting (or by written resolutions signed by all the members) and may be made for the purposes of: To amend the duration of the authority of directors to allot securities To dispense with the holding of AGM’s To dispense with the laying of accounts and reports before the members in general meeting To allow the majority required to authorise short notice of a meeting and notice of a resolution to be reduced from 95% to a lower figure but not less than 90% To dispense with the annual appointment of auditors
Oppression of Minority Shareholders Where an event occurs that has an adverse consequence for a company, such as would give rise to a cause of action, the entitlement to commence legal proceedings lies in the company itself, rather than in any individual shareholders. Section 205 of the Companies Act 1963 provides an exception to this rule where the affairs of the company are being conducted in a manner which is oppressive to a given shareholder, or where the affairs of the Company are being conducted in a manner which disregards the interests of that person. This may occur, by way of example, where the Board of a company agrees to sell lands or assets of the company at what a shareholder believes to be a significant undervalue. Rights dependent on level of Shareholding Below is a list of the rights certain rights of shareholders which correlate to the proportion which they own in the Company. The instances below are intended as examples of powers held in each instance as opposed to an all encompassing list. Further information on Shareholders Shareholders holding 5% of voting rights have the right to put items on the agenda and to table resolutions for a general meeting provided that the company receives the request or draft resolution at least 42 days prior to the general meeting. A 25% shareholding means that a shareholder has the power to block a special resolution. An Ordinary Resolution A resolution passed by a simple majority (i.e 50.01%) of the votes cast by the members entitled to vote and present personally or by proxy at the meeting. Decisions which may be made by ordinary resolution, include: any item of routine business in a general meeting exercising authority to alter (but not reduce) the authorised share capital provide or renew the directors’ authority to allot relevant securities payment of a final dividend capitalisation of reserves approval of transactions between the Company and “connected” persons revocation of an elective resolution removal of a director (providing special notice of the resolution has been given).
Shareholders’ (also referred to as members) rights increase and decrease according to the percentage of the Company which they own. In the great majority of Limited Companies, a shareholding in excess of 50% of the issued share capital will be enough to control the company, dictate the makeup of the Board of Directors and to be able to do most of the acts necessary to run the company in its everyday business. It is possible for those owning less than 50% of a Company to protect themselves from being at the mercy of those holding over 50% of the shares in the Company. Effective methods of doing this are for shareholders to create a shareholders agreement or adopt professionally drafted Articles of Association. Rights held by All Shareholders There are certain rights which shareholders have irrespective of the actual number of shares which they hold. All members of Irish Companies have the right to inspect and obtain copies of certain company information: Memorandum and articles of association Minutes of general meetings and resolutions Register of members, register of directors and the register of directors’ interests Unabridged financial statements, directors’ report and auditors’ reports Unabridged financial statements of any subsidiary company for the preceding ten years Furthermore any shareholder has the following rights:- The right to ask the court to call an EGM The right to restrain an ultra vires act The right to vote The right to receive notice of general meetings The right to a dividend if one is declared The right to a share certificate A members right to have his name entered on the Register of Members The right to an AGM The right to prevent the introduction of an elective regime (i.e. one shareholder dictating all company decisions) The right to require a copy of the register of shareholders within 10 days of the request subject to a charge
Thursday 07 February, 2013 Investec Bank plc Form 8.5 (EPT/RI) - Healthcare Locums plc FORM 8.5 (EPT/RI) PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY Rule 8.5 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Name of exempt principal trader: Investec Bank Plc (b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree Healthcare Locums plc (c) Name of the party to the offer with which exempt principal trader is connected: Healthcare Locums plc (d) Date dealing undertaken: 6th February 2013 (e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? NO 2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER (a) Purchases and sales Class of relevant security Purchases/ sales Total number of securities Highest price per unit paid/received Lowest price per unit paid/received Ordinary Shares Purchases 710,265 0.54p 0.53p Ordinary Shares Sales 105,000 0.54p 0.54p (b) Derivatives transactions (other than options) Class of relevant security Product description e.g. CFD Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit (c) Options transactions in respect of existing securities (i) Writing, selling, purchasing or varying Class of relevant security Product description e.g. call option Writing, purchasing, selling, varying etc. Number of securities to which option relates Exercise price per unit Type e.g. American, European etc. Expiry date Option money paid/ received per unit (ii) Exercising Class of relevant security Product description e.g. call option Number of securities Exercise price per unit (d) Other dealings (including subscribing for new securities) Class of relevant security Nature of dealing e.g. subscription, conversion Details Price per unit (if applicable)
Reply received Dear All, Thank you for getting in touch regarding the RNS announcement released this morning. Of the significant shareholders, other than the concert party extending the offer, we have support from Craig Tibbles. We have reached out to Jupiter Asset Management and Fidelity (who released an RNS stating their holding) however are yet to receive a reply. Please continue to spread the word on message boards and direct them to this email address. We need to ensure we build critical mass to be in a position to take further action. Attached below is the message circulated this morning. Please re-post this wherever possible. It is important that this be brought to the attention of the press. If anyone has experience in doing this then please get in touch. If anyone has any other expertise/experience that might be of use please also get in touch. If you haven't done so already please reply to state your holding. We will keep you updated. With Regards,
this is applicable but seems to fit to meUnderlying principles RG 159.250 A bidder may compulsorily acquire securities following an off-market bid for the securities only if it made a full bid. This is because a bidder seeking to maximise its chance of obtaining 100% should not make a proportional bid. Section 661A assists bidders seeking 100% ownership of the target, while balancing the interests of minority holders. RG 159.251 To compulsorily acquire, the bidder and its associates must have acquired at least 75% (by number) of the securities that the bidder offered to acquire under the bid: s661A(1)(b)(ii) and Class Order [CO 01/1544]. This test of overwhelming acceptance of the bidder’s offer would be imperfect in the case of a proportional bid. The bidder must give holders the opportunity to accept into the bid for their entire existing parcel of bid class securities. I think the 75% rule applies here so they could be the buyer mopping up the sells to take them to the 75% GAME ON
I think basically we are caught by the short and curlies Together they own 72%+ and as far as I'm aware once they hit 69% they can offer what they like and bulldoze it thru Please correct me if I'm wrong