Member Info for mountainous

Hello @LTHamigo, where did you get the £646k salary figure from?

@Bonkers, it appears so. It’s in black and white on page 71, showing Mooky, Nisan, Israel and Renana all obtaining 100% bonus.

We’re suffering in silence here with a declining, illiquid sp and Mooky is collecting his bonus. I respect the fact that he has sailed this ship through all of this, but he’s on £1.5m, it’s not like he’s not sufficiently remunerated.

Certainly a lot going for us in terms of potential revenue (and profit) @Bonkers

If you remove Mooky’s joint shareholding and look at the Annual Report, institutional investors hold about 32% of the stock. According to SimplyWallSt, the general public hold about 27%.

I think a bit of a show of force from us investors could push the company to take some action. I’m usually the one to come out with these radical ideas, but at the end of the day we were the same shareholders that got Mooky’s LTIP approved. We are the same people that keep his salary coming in by voting to retain him as CEO every year. 27% is a large chunk, and if you get one other institutional investor on your side (as we saw some do last time with the LTIP) then we could certainly sway the result of a vote considering that not all shareholders vote.

We were also the same ones that approved the removal of the borrowing limit when the company needed it. When the company needs a bonus approving or an acquisition approving to push forward Mooky’s vision of making CINE dominant in the industry, we are there, and now this is how we get rewarded. Majority of us are underwater in the red, and there appears to be no clear plan of action, and most importantly close to no dialogue from the BOD. Keeping our mouths closed and not making a stand shows that the company can keep wiping the floor with us. The company is on a publicly traded exchange for crying out loud, it’s not a private company, and yet Mooky believes he can get 100% of his bonus entitlement whilst most of us had to contend with a 45% drop in a single day?

@Hussartbr, considering the fact that Mooky is a standard class shareholder just like ourselves, the only way to protect himself from the dilution would be for him to take up his rights in full when the rights issue occurs. That is the only way you can prevent dilution of your own holding.

Dilution is not taking place in any form until this sp is at least 100p+ imo. The current market cap is in the £400m’s so there is no use in doing it now unless if the situation is seriously dire. If the company wants to assist deleverage by way of a rights issue, then they will likely do this when the sp has recovered well. Rights issue with circa £400m will only deeply dilute Mooky and the rest of us and will barely make a dent in the debt.

And again, on Page 71. It shows that Mooky, as well as Israel, Nisan and Renana all got 100% of the bonus?

Note that this is different to the LTIP, and it states that 0% of the LTIP was given out last year to the CEO. But considering that the LTIP is long-term, and that they both have different columns in that table, doesn’t it look like Mooky got a bonus of some sort for 2021?

An interesting observation, if you look at page 70 of the annual report and look at Mooky’s pay (about £1.5m for 2021) it also states that his ‘bonus as proportion of maximum opportunity’ was 100%.

Did Mooky get a bonus last year?

That would be a good question antmoss

What would you even wear to an AGM haha, suits and all the rest of it?

Just seen the little ‘1’ on the RNS tab and hoped it would be an out of court settlement XD

Anyone heading to the AGM?

Hey @BlueBuxton, the reply is still there :)

I honestly did think it would be a creative way out, but others have different opinions, but that’s ok :). Conversation boards are made for conversation lol, but it was nice from @Bonkers and @FunInvestor to present an alternative perspective.

PS: I’ll save the comments and if Mooky does go down the route of a hostile takeover, I will be pulling out the receipts XD

@Hexam, thanks for your input. Nothing stops CINE from making a very poor cash offer in such a case (if I’m not mistaken). If CPX is worth $500m for example, CINE could say ‘cash offer for $501m’ and that would satisfy the conditions there (again, unless if there is more specific restrictions/requirements).

@Bonkers, thank you. I did a napkin calculation yesterday and saw that to obtain 51% it would cost $640m based on a (very generous) $20/share tender offer. That’s nearly a 54% premium on the current share price of cineplex, so it would be incredibly generous and attractive to CPX shareholders.

Money can come from lenders. Indeed it’s not as simple as A B C, but if I were one of CINE’s lenders and was given the offer of paying $640m to avoid $1.2bn (or a large chunk of it), I would have done it personally.

Even the simple act of CINE obtaining a small stake (such as 3% like lpd stated) may be sufficient to get CINE a bit of additional cash to reserve for payment in the worst case event that the appeal isn’t successful. Those are my thoughts.

@Bonkers, such a process wouldn’t require a full takeover of CPX, but if you have a single shareholder who has majority control, what else are they going to do? You effectively checkmate Cineplex, because no matter what if you don’t have the person who holds the majority of voting control on your side you won’t get any big company decisions approved. CINE could say ‘you want us to vote in line with your recommendations and ratify the re-election of directors, then here is our proposed out of court settlement and then you have a deal’, Cineplex can’t do anything about that. CINE could vote out the CEO every single year if they wanted to really make it sticky.

If it causes uproar from CPX investors, then that just goes to show that whatever goes around comes around. CPX investors should come and see the uproar that was taking place here on the day of the judgement release.

Exactly that, that’s a great idea too lpd

@betahighalpha, it’s been proven true, JG68 (once a LTH just like ourselves) actually emailed Manuela Van-Dessel and he got a reply. He shared the response here and he got an email back from Manuela shortly after with a screenshot, asking him to not share or forward their conversations to anyone else.

This was last year. I think it also happened to Sammy as well (or someone else); when they shared a response from investor relations they got a reply telling them to not share without consent.

So certainly someone at Investor Relations is watching and Manuela is too by the looks of things.

Need to find a more direct way of telling him lol, he may have his email on to only allow approved senders considering he’s the CEO of one of the largest cinema companies XD

I hope Manuela Van-Dessel still watches this board and hopefully she will pass the comments on :)

@LTHamigo, exactly that, half the cash is ready and available. I would think that if CINE went to their lenders with this proposal they would give $600m to sort out a $1.2bn lawsuit.

This is an idea that was floated around in the aftermath of the court result, but it’s been on my mind for quite a while.

Why doesn’t CINE just take over CPX via means of a hostile takeover? Then it is so simple, we will pay the fine to CPX, but CPX is part of us, so the money never actually leaves CINE, but we fulfil the obligation of paying the fine.

You could even get someone who is pro-CINE on the board of directors if you obtain a sufficient shareholding and they can force through a dismissal of the case, and you wouldn’t even need to take over CPX fully in that case.

Unless if there is something I’m missing here (and as long as it’s not illegal) that would have been the first idea in my head if I happened to be in the CEO’s shoes.

So many ways you can go about it, CPX is trading at $13.19/share. Create a tender offer for $20/share (which I think many investors would take up considering CPX was at about $22 pre-pandemic); CPX has about 63 million shares in issue, so 32 million shares at $20/share would equal $640m. You have approx 51% voting control, and voila you have controlling interest too. Say to Ellis Jacob (Cineplex CEO) ‘dismiss the case or we’re ousting you at the next AGM’ and the same thing to all the others on the BoD, see how quickly an out of court settlement comes in or even a complete dismissal.

As mentioned above, you could even vote in someone who is pro-CINE and have them get it sorted from the inside.

How does that sound to everyone?