Member Info for Moneymunch

and great to see the sp picking up in anticipation.....2.5p plus today would be nice. Gl ;-)

myguess ,email from Bagir in response to clarification on shareholder approval , EGM, before the final payment and deal completion 31/8/18.....it had also crossed my mind if it was possible for Bagir to hijack the Agm to incorporate an EGM at the same time, it certainly wasn't there plan 26th July, but as you say, 14 days notice to the AGM and so let's see if there's any news today......i'm not expecting any but you never know. Gl ;-)

26/7/18

Dear

Thank you for your e-mail.

The notice of AGM is according to the mandatory regulations and similarly to previous year AGM, and is not connected to the Shandong Ruyi investment.

With regard to the Shandong Ruyi investment, we announced on the progress on 18 July and shall update the market, in relation to this transaction, in due course.

Regards,

Bagir Group Ltd.

Bagir ahead of the curve with their 100% owned Ethiopian manufacturing base, and no doubt the main reason for Shandond's interest. Gla Holders ;-)

Shandong Ruyi is expected to make substantial cost savings from the deal. Itzthak said the numbers spoke for themselves: In China the cost make per suit is $18, which is not duty-free , when it comes to the US, theres an added 28% on top of costs. But the cost per suit in Ethiopia is between $3-$5, and its duty-free to the US and Europe.

https://www.drapersonline.com/news/bagir-takes-aim-at-high-end-market-with-shandong-ruyi-deal/7027739.article

Currently the textile and apparel sector in Ethiopia employs 47.000 people. According to government plans the number of skilled labor will increase to 350.000 within the next 5 years in 12 industrial parks. Two of the already operating industrial parks are environmentally friendly. The Ethiopian government has declared economic initiatives through opening state owned companies to foreign investors or shareholders. This will help the country in professionalization of the state owned companies and bring in foreign currency. This initiative and the recent peace process with the neighbouring country Eritrea has brought positive echo from various governments of the world including the UN, IGAD (Intergovernmental Authority on Development) and Africa Union.

Ethiopia plans to establish itself as a new center for the international textile industry. For 2018, the government expects an export volume of $1 billion. According to the plans of the Ethiopian government, by 2025 the country should reach a middle-income status and become the largest production hub in Africa. In addition, a lot of investments for the infrastructure are already made and are still planned. Tax advantages and cheap loans should attract investors. Europe and the U.S. are supporting trade with favorable customs conditions and infrastructure projects. Investors benefit from low wages and energy costs. ASFWs conference takes up the topic of investment by a panel presented by the government of Ethiopia.

https://www.whichplm.com/africa-sourcing-and-fashion-week-2018/

The Directors' rationale for the transaction is as follows:

-- Shandong Ruyi has substantial retail/textile investments globally and is therefore well positioned to provide Bagir with significant new commercial opportunities.

-- The new capital will:

o be used partly to expand significantly the suit trouser and establish the jacket production lines in the Company's duty free and cost-competitive Ethiopian manufacturing base

o enhance R&D and innovation activities

o provide the working capital to support the growth

ps we also had another $1.65m commitment payment in July from Shandong along with the $1.65m in January, the Final Results clearly state that shareholder approval via a general meeting is required before the final payment is made, and therefore the confusion is how can Shandong complete the transaction 31/8/18 if an EGM is ( still ) required first, for shareholder approval before Shandong pay the balance, and the amount of days notice required for an EGM.....Shandong are committed to complete the deal 31/8/18, but surely the deal is not complete until the full $16.5m is made, and the market is waiting for confirmation that the cash is firmly in Bagir's bank account??? Gal ;-)

The Directors of Bagir believe that through forming this strategic partnership with Shandong Ruyi together with the significant increase in capital, the transaction has the potential to transform the Company and its ability to compete and win major apparel manufacturing contracts from the world's largest retailers.

The Directors' rationale for the transaction is as follows:

-- Shandong Ruyi has substantial retail/textile investments globally and is therefore well positioned to provide Bagir with significant new commercial opportunities.

-- The new capital will:

o be used partly to expand significantly the suit trouser and establish the jacket production lines in the Company's duty free and cost-competitive Ethiopian manufacturing base

o enhance R&D and innovation activities

o provide the working capital to support the growth

An initial payment of $1.65m was paid in January 2018, which is non-refundable in the event that Shandong Ruyi fails to secure Chinese regulatory consent but is refundable if Bagir's shareholders do not approve the transaction. The balance of the funds are to be paid post-shareholder approval.

-- Shandong Ruyi and Bagir will evaluate ways in which Shandong Ruyi can provide additional future operational support to Bagir.

The transaction is subject to the approval of Bagir's shareholders and accordingly, a circular is expected to be posted to shareholders and provide full details of the proposed transaction and a notice convening a General Meeting. Bagir's articles include certain provisions which apply in the event that an investor seeks to acquire more than 30% of the voting shares in Bagir and further details on the applicability of these will be set out in the Circular.

Bagir has prepared the necessary shareholder circular and notice of EGM in order to approve the full investment by Shandong Ruyi Group. As part of the investment, one or more Director(s) will be nominated by Shandong Ruyi to join the Board of Bagir, subject to the completion of the necessary regulatory due diligence. Since these proposed directors also need to be approved by Bagir's shareholders at the EGM, the shareholder circular and notice of EGM will be posted once Shangdong Ruyi has provided their details to Bagir.

https://uk.advfn.com/stock-market/london/bagir-grp-BAGR/share-news/Bagir-Group-Ltd-Final-Results/76882142

Shangong's further financial commitment to the deal was another $1.65m, and just like buying or selling a house, a deal completion "transaction " will happen when all monies have exchanged hands....Shandong are "committed to complete the transaction " 31/8/18....Bagir have confirmed the balance will be paid post shareholder approval, and so I'm hoping for an EGM notice RNS today or tomorrow ....although if we don't get one I'm still extremely confident it will happen and perhaps misinterpreted the process involved. Gla :-)

The vote comes before Shandong make the final payment and not after!!!

". The balance of the funds are to be paid post-shareholder approval."

Shandong Ruyi are committed to complete the transaction 31/8/18......the transaction can't be complete until the full $16.5m is paid into Bagir's bank account just like any other transaction...if you were buying or selling a house for instance, the transaction isn't complete....Bagir have already confirmed that shareholder approval is required via an EGM before the balance of the funds are paid.....when I spoke to Bagir's London office by telephone several weeks ago and asked if an EGM was required prior to deal completion , I was told that "that's the plan"....Gla holders....the deal is going to happen regardless imho...but notice of an EGM in the next 24hrs would see a significant jump in sp. ...An AGM is already arranged for 4/9/18 ( not deal related ).and so the timing of the AGM would be a bit strange of an EGM had to be arranged thereafter....but who knows??? ;-)

March 2018

An initial payment of $1.65m was paid in January 2018 ( and another $1.65m in July ), which is non-refundable in the event that Shandong Ruyi fails to secure Chinese regulatory consent but is refundable if Bagir’s shareholders do not approve the transaction. The balance of the funds are to be paid post-shareholder approval.

If we need the EGM for shareholder approval for Shandong to complete the transaction ( full payment of $16.5m and 54% controlling stake priced at 3.5p a share )on 31/8/18, then we need an Rns today to provide 14 days notice if the EGM is planned for 30/8/18, the AGM notice arrived at 5.15pm, and so fingers crossed for something similar today. Gla ;-)

20/11/17

As announced at the time of its half year results in September 2017, the Company continues to look at ways to make further cost savings. In pursuance of this, the Company has identified a restructuring programme with the objective of reducing the overall operational cost base by approximately $2 million on an annualised basis. It is anticipated that the programme will be implemented in full by the end of the first half of 2018.

Looking ahead to 2018, trading conditions are likely to remain challenging but the actions to reduce costs are expected to ensure that the Company remains profitable.

The Company reaffirms the view that its first mover advantage in Ethiopia is potentially transformative to its medium-to-long term prospects. The planned development of machinery for the 3200 TRS production lines in order to be able to produce larger volume orders remains on schedule to be installed by the end of 2017 and to be fully operational during 2018.

Bagir also announces it is in advanced negotiations with a leading global textile manufacturer, to form a strategic partnership which would involve a significant investment into the Company with the aim of expanding the Company's manufacturing base in Ethiopia and significantly accelerating the timetable for achieving this location's operational potential.

EGM notice Rns imminent, at a guess. Gl ;-)

Shandong are committed to complete the transaction by 31st and the Accounts state that the balance is to be paid post shareholder approval, in which case it appears an EGM will.happen before the 31st. Gla :-)

18/7/18

Shandong Ruyi is a leading Asian global textile manufacturer and under the proposed strategic partnership will invest $16.5 million to acquire c.54% of the Company's enlarged issued share capital and will subscribe for 359,560,310 new Ordinary Shares at approximately 3.5p per share as of today's exchange rate.

Further details are contained in Bagir's announcement of 23 November 2017.

The Company is pleased to announce that Shandong Ruyi has committed to complete the transaction by 31 August 2018 and has also paid a further $1.65 million, which has been received by the Company on 17 July 2018, in addition to the initial payment of $1.65 million that was received on 9 January 2018

Ps we've had another $1.65m in July from Shandong since the above info was released in Bagir's Company Accounts from March 2018.. Gl:-)

An initial payment of $1.65m was paid in January 2018, which is non-refundable in
the event that Shandong Ruyi fails to secure Chinese regulatory consent but is
refundable if Bagir’s shareholders do not approve the transaction. The balance of the
funds are to be paid post-shareholder approval.
• Shandong Ruyi and Bagir will evaluate ways in which Shandong Ruyi can provide
additional future operational support to Bagir.
The transaction is subject to the approval of Bagir’s shareholders and accordingly, a
circular is expected to be posted to shareholders and provide full details of the
proposed transaction and a notice convening a General Meeting. Bagir’s articles
include certain provisions which apply in the event that an investor seeks to acquire
more than 30% of the voting shares in Bagir and further details on the applicability of
these will be set out in the Circular.
Bagir has prepared the necessary shareholder circular and notice of EGM in order to
approve the full investment by Shandong Ruyi Group. As part of the investment, one
or more Director(s) will be nominated by Shandong Ruyi to join the Board of Bagir,
subject to the completion of the necessary regulatory due diligence. Since these
proposed directors also need to be approved by Bagir’s shareholders at the EGM, the
shareholder circular and notice of EGM will be posted once Shangdong Ruyi has
provided their details to Bagir.

The deal could still happen without the EGM , as Israeli compaines have different operating obligations to the UK, but if indeed an EGM is required ( as stated in Bagir's Accounts ) then we've got until Friday for notification that provides 14 days notice for an EGM to happen on the 30th....Bagir could be waiting for Shandong to provide the name of a Shandong Director who would take a seat on the Bagir BoD's or maybe key personnel are still on their holidays at the moment or maybe it has always been Bagir's plan for the EGM to happen at the 11th hour ....confirmation of the EGM will be the catalyst for a substantial rise in sp imho as the demand in shares increases in anticipation of a re-rate on deal completion.....any positive news on Shandong’s plans or any new supply contracts at the same time as confirmation of the deal at the end of the month could see the sp fly past 3.5p....fingers crossed...Gla :-)

The Directors of Bagir believe that through forming this strategic partnership with Shandong Ruyi together with the significant increase in capital, the transaction has the potential to transform the Company and its ability to compete and win major apparel manufacturing contracts from the world's largest retailers.

The Directors rationale for the transaction is as follows:
-
Shandong Ruyi has substantial retail/textile investments globally and is therefore well positioned to provide Bagir with significant new commercial opportunities.
-
The new capital will be used partly to expand significantly the suit trouser and establish the jacket production lines in the Companys duty free and cost-competitive Ethiopian manufacturing base enhance R&D and innovation activities
-
Provide the working capital to support the growth
-
Shandong Ruyi and Bagir will evaluate ways in which Shandong Ruyi can provide additional future operational support to Bagir.

Perfectly poised for a sudden and significant upward move as we get closer to completion deal day deadline imho, and with Shandong at the helm Bagir's prospects for continued upside look very likely, especially on any news from Shandong on the development and expansion of Bagir's Ethiopian manufacturing plant and/or new contract order business that Shandong might want to transfer to Bagir's factory, which is also very likely given the cost savings implicated. Gla :-)

I'm sure this will re-rate accordingly on deal completion and receipt of the remaining $16.5m cash in the bank on 31st of this month, and if expected an EGM is required to rubber stamp the deal then presumably the EGM would take place before the 31st, and so we have until this coming Friday before an EGM notice Rns to provide the required 14 days notice which would take us to 30th....and so hopefully it should be an interesting week ahead, maybe the market is waiting for EGM confirmation as this would pretty much confirm that deal will happen and Shandong are committed to taking a 54% controlling stake in the business , they've already shown their commitment with two $1.65m payments in January and July and so I'd be amazed if it didn't happen , and so fingers crossed the sp will start picking in anticipation and maybe a significant jump if we get an EGM Rns this coming week. Gla holders;-)

The potential upturn in Bagir's fortunes will be directly related to Shandong’s appetite for global expansion , and with Shandong in control, Bagir's order book is very likely to increase expotentially and so the potential upside could be multiples of 3.5p in the not too distant.....this still looks like a no-brainer imho. Gla :-)

November 2017

Menswear supplier Bagir has set its sights on growing its high-end customer base, as Chinese textile manufacturer Shandong Ruyi prepares to buy a controlling stake in the business for $16.5m (£12.4m).

Bagir chief executive Eran Itzthak told Drapers that significant commercial opportunities could arise from Shandong Ruyis proposed acquisition.

Among these is the potential to begin supplying some of Shandongs stable of brands, which includes a majority stake in Aquascutum and, if approved in coming weeks, a controlling stake in Hong Kong menswear group Trinity.

Itzthak said: We have not had these conversations yet, but I imagine we can add many advantages to these [brands].

The business plans to manufacture around 3,000 suit trousers per day by mid-2018, as well as develop platforms to support made-to-measure and personalised garments.

It also intends to invest in making its Ethiopian site more attractive for visiting clients, with scope to develop its showrooming capabilities.

The Chinese textile manufacturer approached Bagir in June 2017 with conversations initially centred around the Ethiopian operations before widening to the whole business.

Shandong Ruyi is expected to make substantial cost savings from the deal. Itzthak said the numbers spoke for themselves: In China the cost make per suit is $18, which is not duty-free , when it comes to the US, theres an added 28% on top of costs. But the cost per suit in Ethiopia is between $3-$5, and its duty-free to the US and Europe.

https://www.drapersonline.com/news/bagir-takes-aim-at-high-end-market-with-shandong-ruyi-deal/7027739.article