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Administration Orders Administration orders were first introduced by the Insolvency Act 1986 as a mechanism for protecting companies from their creditors while a restructuring plan is completed. The Administration mechanism was subject to significant changes after the introduction of the Enterprise Act 2002 which allowed easier access to the process for companies in financial difficulty. Administration orders can be sought by the company, its Directors or one of the creditors. A company in administration may continue to trade while a plan is formulated to achieve one of the following: i. Rescuing a company as a going concern, or ii. Achieving a better result for the company's creditors as a whole than would be likely if the company were wound up (without first being in administration), or iii. Realising property in order to make a distribution to one or more secured or preferential creditors. Nothing is lost!! People that hold shares can still get something out of this. The administration order is to re-structure the company. Paul Bell new this when he voted NO. He is a qualified accountant and new that this would be the best way to get the company out of the directors hands so a new plan could be formulated to go forward. He proposed to help finance the company months ago as he stated in an article but the directors said no for the simple reason that they wanted to get 10% of the business. This is not the end of Heywood Williams. It might take 3-4months
Paul Bell, with 27% of the company has voted NO to the deal. The deal can only go through with 75% of the vote including the delisting. Therefore, delisting is not going to happen yet or in the near future as long as Bell is a shareholder as he said in an article.
"I offered to help refinance the Company months ago, but the Board apparently failed to find any other investors to support them. Since the current deal was announced, I have offered to pull together a revised deal that is fairer to shareholders. The situation at present leaves me no option but to vote the deal down - as I will do, unless a better deal for shareholders can be created by engaging in a sensible dialogue."
The Following is a Statement From Paul Bell, Major Shareholder of Heywood Williams PLC Major Shareholder of Heywood Williams Rejects "Restructuring" LONDON--(Business Wire)-- Paul Bell, a 27% shareholder in Heywood Williams Group PLC ("Heywood Williams" or the "Company"), today announces that he has voted against the resolutions necessary to effect the restructuring of the Company proposed by the current Board on 1 October. Speaking today, Mr Bell explained the reasons behind his opposition to the deal: "The deal we are being asked to accept is outrageous - the management team responsible for the mess the Company is now in are delivering absolute control into the hands of the banks - and being rewarded with a 10% stake in the business and the right to keep their overpaid jobs." "In the meantime, existing shareholders get a massively diluted stake in an unquoted company that will remain hamstrung by huge bank debts." "I would rather kiss my shareholding goodbye than see this deal go through. I believe that a better deal can be done for shareholders, employees and the banks - but it isn`t this one led by this Board."
http://www.dailymail.co.uk/money/article-1219463/I-kiss-shares-goodbye-kill-outrageous-deal.html I was expecting this!
Heywood can sale the company and raise enough capital to reduce the pension scheme and bank debt (£30-40m). That is the best solution for the company instead of of giving d4e to the banks.
I would go beyond that, I would say that the big shareholders will gang up to get rid of management! Major ShareholdersShares in issue:84.9m70p OrdsName Amount % Holding Paul Anthony Bell 23,049,777 27.16 Barclays PLC 8,268,077 9.74 Robin Graham 6,369,426 7.51 Brandes Investment Partners LP 4,237,340 4.99 Artemis Inv Mgmt Ltd 4,175,000 4.92
stupid
I think the company can survive with restructuring and Paul Bell could be the solution. Financial Highlights • Revenue of £219.2 million (2007: £250.5 million) • Operating profit1 was £2.5 million (2007: £11.7 million) • Exceptional items of £2.7 million – severance, plant closure and bank financing costs • Adjusted loss before tax2 of £2.3 million (2007: £9.1 million profit) • Loss after tax of £7.0 million (2007: £7.1 million profit) • Net cash inflow, prior to acquisitions and pensions, of £1.8 million (2007: £7.5 million) • Net debt of £46.7 million (2007: £36.9 million) • New medium term funding arrangements established in UK and US Revenue £219.2m (2007: £250.5m) Operating profit1 £2.5m (2007: £11.7m) Net debt £46.7m (2007: £36.9m) The company is making an operating profit. However, I think the management are not managing the company well. They got the company into debt and now cannot get out of it. I think new management would sort out the balance sheet. The deal with the pension scheme should have been sorted out sooner. Hopefully. a solution can be found without giving away so much d4e and 10% to the directors. Logically, no one would buy a stake in a company that has the restructuring proposals HYWD has if not to make a quick trade on the volatility of the company. Paul Bell is not
Both are in trouble and could benefit from a merger in the down turn.
I read the financial report last weekend and think shareholders are better off under insolvency than with this deal. I have a gut feeling he is going to block the deal. The info i posted was from a d4e and oo deal styles and woods did before the summer. He ended up with 33% of the company. what is weird about this is that he did not buy 30% (would have to make an offer) or under 25%, (would not have a final say in the vote) he bought enough to have a say. My feeling is that he is going to vote no. Styles and woods + heywood williams would be a good merger IMO. I think something might happen in the future. Both are in trouble and could benefit from the down turn.
Silverdell plc 8.41% The company provides a comprehensive range of highly specialised asbestos removal and consultancy services, covering all aspects of the management of asbestos in buildings. Company Holding(1) Description Ultrasis Plc 6.73% The company provides interactive healthcare products and associated services; solutions for healthcare professionals, the corporate market and individual consumers. WH Ireland Group Plc 8.96% The company is a stockbroker and financial adviser with offices across the UK. (1) As of10 June 2009
Paul Anthony Bell (43) (a) Mr. Bell is a private individual who has an interest in a number of listed and private companies. He has been a shareholder in Styles & Wood since June 2008 and currently holds 15.97 per cent. of the Existing Ordinary Shares. Mr. Bell is a graduate in Economics from Manchester University. Following a career in accountancy and then stockbroking, he has developed a number of interests in recruitment, payroll, property development and care homes. Mr. Bell is married with 2 children. (c) Mr. Bell has significant holdings in a number of public and private companies, as follows: Company Holding(1) Description Axis Intermodal Limited(2) 16.67% The company supplies, on long term contract hire, trucks, trailers, intermodal swapbodies and marine containers servicing the transport, logistics and shipping industries worldwide. 10.02% Heywood Williams Group PLC The company is focused on the design, development, marketing and distribution of branded building products. Kellan Group Plc 4.66% The company is a recruitment business operating across a wide range of functional disciplines and industry sectors. Pan Andean Resources Plc 3.35% The company explores and produces oil and gas in South America and the Gulf of Mexico and is incorporated in the United Kingdom. Renold plc 3.33% The principal activities of the company are the manufacture and sale of industrial chains and related power transmission products
Why are people here already saying that banks paid 3p per share and that the company will de-list. Let me remind you that the shareholders have to vote and that the board needs 75% to say yes for the measures to be implemented. Furthermore, paul bell has increased his stake to less than 30% and more than 25%. What this means to me is that he wants a say in what happens on the 20th. Furthermore, why would he increase his stake from 10% to 27% if he wanted these measures to go through and his stake to be diluted to 2.7%? As i said in my previous post, I have a feeling these measures will not go through! Give management 10% of the company for doing what? I am sure he will these measures down!
I do not get this, why would barclays buy on the day the shares crashed? Do they know something we do not? Or they are planning to vote down the proposals! They have 9%, Paul Anthony Bell 10%, and Henderson Global Investors Limited bought their stake at 74p (£3m). The board needs 75% of the vote to de-list and give 80% of the company (d4e) to banks. I do not think it will go through!!!
I am really upset about the prospect of HYWD directors getting 10% of a company they destroyed. This weekend I read the results and the company has 155.5m in assets and 155.5m in liabilities. How convenient is it that the company's assets are the same as liabilities. I have never seen that in a balance sheet! The other thing I checked was that one of the shareholders actually has £3m invested in shares of the company worth less that 100k now. Tobe honest, I would rather have insolvency than d4e. Because I believe the company is worth more than it owes. To finish, this is a very good ploy by the directors of the company to get more out of it than shareholders when they own less than 125k shares individually. I am hoping that the vote is a NO on the 20th, and that management is ousted!