Member Info for onsolidground

Specimen everyone will have holidayed at the destination several times over and sent you several postcards before you actually click how things might pan out here. Anyway that's how I read your posts so I won't waste my time with any further lengthy replies.

Get 5% and you can table a motion to change every one of the Directors if you wish and replace them. As of Friday it was at 2.5%. Add the Fast cash and whoever else has decided to contact Kelso and align themselves with them since. That's both frustrated II's and PI's. If Kelso and OMVK are representative of the II vote (and lets be honest nobody can be happy with the share price and Board efforts (or distinct lack of them) to resurrect the share price then it could well go against what you think. We are after all talking money.

There are many poker hands that can be played in between by both sides if say for instance Kelso contact THG to say they wish to table a motion. There is also the distinct possibility of a hostile Takeover Approach with a stated price - for everyone to instantly see the pound signs. That's a number that o date has been withheld from public knowledge.

Lets just reflect. After receiving the letter from Kelso MM has felt threatened enough to have gone and bought a stake in Kelso, so he can't have 100% trust in the 3 or 4 shareholders he needs to keep happy.

Things are only just getting started imvho.

"If he's got so much support, why was he so precious over his golden share, which did so much damage?"

or why the need to buy 3.2% of Kelso and to "phone a friend" as well.

Specimen

There seems to be a presumption throughout your post that this is all about Kelso getting a seat on the THG Board. Sec 303 is about the removal as well as Appointment of Directors.

This is exactly what happened between Boohoo and REVB with the CEO, Bob Holt ultimately biting the bullet over there. Get across 5% and you can table resolutions against as many Directors as you wish and there is never any certainty as to the outcome and I'd even go as far as to say even amongst those whom you deem to be your friends. Especially when money is at play. In essence it becomes a confidence vote. Would you wish it if you were a Director? I certainly wouldn't

And although, as you rightly point out, nobody has any indication as to how the "Fast Cash 35%" might vote then I think you probably have all the information you need in the term itself "fast cash". They would vote for the fastest route to a decent return and if that is the removal of people standing in the way of attaining shareholder value then I'd suggest its a no brainer which way they would vote. There has been a definite mood change here the last 2 months

and in support of that view please read Jamie Gallagher's Linkedin reply to Matt Mouldings Clare Cole posting. Reflective of the general mood on Linkedin and most bulletin boards at the time. Then you have Kelso also capturing the same "frustrations" and mood in their letter to THG. OMVK also speaking up now as well. Let me also just draw your attention to no large Institutional Investors having increased their holdings and bought further in support of the THG share price since QIA did so over 1 year ago (October 22).

Now as to what support Kelso garner off the Thursdays RNS then I suspect due to confidentiality nobody will ever know. If they crosses 5% and decide to table resolutions for an EGM then I'd suspect it to be a lot higher and intimating a fair chance of success. But NB: There are however plenty poker hands, strategy and brinkmanship that can be played in between particularly if some don't wish the face off of a vote which could see them ultimately out of a job.

So referring back to what I said earlier what will it be next? A Firm Strategy Update / Concession of a Vote / MM ups his stake in Kelso or bids for it to try and thwart them / Maybe another Active Investor onboards / Apollo return with a formal bid and this time publish the price / Another hostile takeover gets spurred on by the frustration and breaking of rank. Or Do Nothing. That I don;t see as an option as that I feel certain it would only exacerbate things and lead to Kelso making use of Section 303 Companies Act.

Anyway if you watched the trades this p.m. there was definite buying interest from a buy side algo. First for a while. Perhaps somebody taking the view that change for the better might be afoot, irrespective of how that might be arrived at.

*Corrected version*

- Section 303 CA 2006 – ability to appoint or remove directors (5%+ / 51% vote)

So just to remind everyone on here of one specific lever that Kelso have openly stated that they have at their disposal to endeavour to bring about change in any company they actively invest.

Everything up to the 30th October letter to the THG Board, amicable / supportive but definitely venting their frustrations and urging THG themselves to independently canvas shareholders on what they would like to see. It is after all their company.

"We acknowledge fully that Kelso is a small shareholder, but we believe that many other shareholders, both small and large, share our view, having become increasingly frustrated and impatient. We urge you to engage an independent third party now to canvas shareholders for their views, so you can understand which actions your shareholders wish their board to act on. We believe a demerger announcement will be one of their principal requirements."

So where are we after Friday.

~Kelso themselves have a 0.5% holding in THG

~OVMK presumably add roughly a further 2% after their breaking ranks statement on Friday.

So visibly 2.5% at the moment and another > 2.5% needed should they seek to table a resolution for a vote.

But 5 weeks pass and no response from THG.

Instead Matt Moulding and another Ex THG Executive purchase >6.2% of Kelso between them

The pertinent question now perhaps has to be what other Institutional Investors or indeed Retail PI's have taken the time to contact Kelso since Thursday and Friday last week to lend / pledge their support should any such vote or votes

come to fruition.

For the life of me, and with such a depressed share price, I honestly cannot work out why MM and the BoD having been given so many good pieces of advice to enhance shareholder value, have chosen to largely ignore them all.

So what's next??

Form Strategy Update / Concession of a vote / MM ups his stake in Kelso or bids for it / Another Active Investor onboards / Apollo return with a formal bid and published price / A hostile takeover / or any other corporate option you can think of.

It certainly has all the makings of a good psychological thriller.

- Section 303 CA 2006 – ability to appoint or remove directors (5%+ / 51% vote)

So just to remind everyone of one on here of one specific lever that Kelso have openly stated that they have at their disposal to endeavour to bring about change in any company they actively invest.

Everything up to the 30th October letter to the THG Board, amicable / supportive but definitely venting their frustrations and urging THG themselves to independently canvas shareholders on what they would like to see. It is after all their company.

" "We acknowledge fully that Kelso is a small shareholder, but we believe that many other shareholders, both small and large, share our view, having become increasingly frustrated and impatient. We urge you to engage an independent third party now to canvas shareholders for their views, so you can understand which actions your shareholders wish their board to act on. We believe a demerger announcement will be one of their principal requirements."

So where are we after Friday.

~Kelso themselves have a 0.5% holding in THG

~OVMK presumably add roughly a further 2% after their breaking ranks statement on Friday.

So visibly 2.5% at the moment and another > 2.5% needed should they seek to table a resolution for a vote.

But 5 weeks pass and no response.

Instead Matt Moulding and another Ex THG Executive purchase >6.2% of Kelso between them

The pertinent question now perhaps has to be what other Institutional Investors or indeed Retail PI's have taken the time to contact Kelso since Thursday and Friday last week to lend / pledge their support should any such vote come to fruition.

For the life of me, and with such a depressed share price, I honestly cannot work out why MM and the BoD having been given so many good pieces of advice to enhance shareholder value, have chosen to largely ignore it all.

So what's next??

Form Strategy Update / Concession of a vote / MM ups his stake in Kelso or bids for it / Another Active Investor onboards / Apollo return with a formal bid and published price / A hostile takeover / or any other corporate option you can think of.

It certainly has all the makings of a good psychological thriller.

Lets see if it is a game of two halves and with quicker fix actions reported back first.

Management has been making progress in organic actions to unwind working capital, collect receipts on ongoing and new contracts and to unlock long-outstanding commercial settlements. In addition, Management is considering the sale of non-core assets, and is actively engaged in discussions with financial investors to take a non-controlling position in certain other components of the business portfolio. As part of an overall plan, these transactions would result in a material improvement on the balance sheet.

The Company is also exploring potential new financial options across all its classes of capital.

"Very slow to show gains on here..."

Only for the ultra fast cash soletraderbl1.

Alternatively though it maybe a sign that the supposed 50% that were supposedly behind the closing of the door to Apollo bid (and were probably privy to the improved price) don't seem to be leaping in and supporting the share price or Matt Moulding with their cash.

Should have been an interesting weekend for John Goold's phone and probably for the week ahead with some reflection over the weekend, especially with OVMK breaking ranks.

Th psychology of it all intrigues me and now how will Kelso utilise the services of the recently appointed ex Elliot campaign manager - Sarah Rajani. Everything is done for a reason. I doubt you'll find a job advert anywhere for the vacancy she just filled.

https://www.thebusinessdesk.com/northwest/news/2122238-thg-and-ncc-stalker-kelso-hires-expert-in-%E2%80%98executing-successful-campaigns%E2%80%99

Gripping stuff.

Its the strength of the order book @ over £6 Billion that keeps me static. That's simply to die for and must be tempting to a competitor, predator or strategic investor.

That plus a the market cap of a mere £104M

They already had talks ongoing at the time of the RNS also so lets see where we arrive at.

(Best to pop the trolls on filter and try not to reply)

That's perhaps the sceptical approach that several have expressed on here and throw in a little of the Kelso hate mentality I was talking about and from many of whom didn't even see immense value over there at 2p and could have seen 3p to 3.2p in only a couple of weeks had they wished. Me I'll wait though for the unlocking event.

Reference your point 1. It's not the size of the holding that matters, but how you conduct yourself and go about your business thereafter. Dilligently research, Communicate, Educate, Network ...

Reference your point 2) I think Kelso have worked out that MM and to use your own wording is "an easily-triggered, egotistical, stubborn megalomaniac who clearly thinks he still owns all of the company and who pays little regard to anything anyone says unless it reinforces his own views of the world." thats why you are seeing thing move up a notch.

First it was amicable engagement, visit THG Manchester and look to work with Management to resurrect value. Some 5 recommendations made, virtually none enacted and a languishing share price next level is to call for a shareholder vote. Good ploy as its bringing out others in support. What do you think comes next?

You hold 1 view, I hold the other.

Not been doing too bad with an Apollo bid and 2 approaches for THG Nutrition to date though.

Lets see whats next.

The clue is in the term "Active Investor" Specimen

Not just any old investor.

Specimen

He felt threatened enough to buy Kelso shares. Absolutely no need if he didn't feel threatened. Remember at the time he bought none of us knew he had received the Kelso letter asking for a shareholder vote. Sufficiently so to also tell a mate and for him to buy in as well. Nothing philanthropic about those purchases I'm afraid and the Times were right to pick this up as a Pacman defence move.

And some may be viewing things retrospectively but if you hold shares in both THG and Kelso then that's probably because you could these events unfolding. They arrive and have highlighted their rationale umpteen times over for buying in. Highlighted umpteen times over things what needs to be done here, Highlighted the value of THG Nutrition at every turn (Mars buying out Kevins Natural Foods and HOTC). All done by RNS. People are watching. 3 Bids have come since.

It may have been a surprise to you and the perpetual cynics and Kelso haters on here but these guys are seasoned professionals and they will get the value they are after. One way or another.

I'm just interested what comes next.

Will it be further Kelso stakebuilding by Moulding. Will it be another Active Investor popping up on the shareholder register (Sparta we haven't heard much of for a while. Could it be Elliot (my guess) Will it be a next takeover approach for THG or for Nutrition. Will it be more shareholders coming out on Kelso's and OVMK's side. Will it be a letter to the Board to requisition an EGM and to put many things to the vote, or will it drive a Strategy update to appease.

(Please research what happened at REVB where Goold was Non-Exec. I popped it up yesterday. Kelso also got a resolution popped onto the WRKS General Meeting, just after they bought in there, to cancel the dividend and replace with a share buy back and it got passed.

I really have no preference how Sum of Parts gets outed here. Just think another dynamic has now been added that will probably accelerate things.

How much is BP in debt?

Total debt on the balance sheet as of September 2023 : $59.68 B. According to BP's latest financial reports the company's total debt is $59.68 B.

Onwardsnupwards my point exactly.

The majority of companies have debt and it can all be focussed on when the City wishes to give it it's turn.

It's the ability to service that debt however that's important and PFC getting into a position where the debt is manageable. Not one person out there singing the praises of an absolute knockout £6 Billion plus order book that's to die for and which might grow further.

Just remember what Berenberg said when they batted both sides of the same wicket in their broker note placing PFC under review.

"Alternatively, if the company is able to overcome this liquidity crisis, we believe the outlook could be brighter and valuation would increase significantly," said the analysts."

In a nutshell this year, over any other year - has been a year of increasing frustrations what with deliberate inaction on any suggestions necessary to meaningfully drive the share price upwards. Bids rejected also, prices not communicated and yet a still massive undervaluation in the share price prevails against the Sum of Parts despite what the BoD have done.

Something has to give and Thurdays Kelso RNS and Fridays OVMK announcement probably expedite any "unlocking event".

So No, its not the same as any other year.

It is a good summary of the weeks events and probably written for them in the main by another party. But fair play to them they have tried to contact PFC for comment and the comments at the end from someone close to PFC resonate "Petrofac declined to comment to the MoS, but a source close to the company said the business 'has a positive future'.

It also highlights how low the present PFC market cap is, admittedly comparing it to debt but they could equally have compared it to the £6 Billion pound record order book.

Incidentally in May 23 after repaying Euro 1 Billion debt back to the German Government by comparison TUI still had over 3 Billion Euros debt on their balance sheet. Most of not all companies will have debt and whats important is that it is manageable, hence what the PFC are takinng steps to achieve.

Hopefully an progress update on the 20th.

Starfighter.

Good post but for a number of slight anomolies which were definitely not there last year or have improved since and which makes this year VERY different imvho.

# Firstly Kelso weren't even invested in THG this time last year. 31st Jan was when they announced their 1st investment in THG.

# In consequence of that Kelso onboarding - Roughly Five specific pieces of advice have been proferred to the THG Board in this year by seasoned and accomplished stock market professionals and and High Net Worth investors who have seen it, done it all before. The Aim being to assist and to significantly improve the share price:

1. Strategic Update 2. Seperate Listing of THG Nutrition / Demerger 3. Proceed to Premium Listing in any case 4. Share Buy backs and 5. RNS key news through RNS or RNS Reach.

Virtually every single one has been Ignored - and you have a still languishing share price nowhere even near Sum of Parts.

# Put that against Apollo having popped up with a bid 3 months after Kelso arriving and highlighting the undervalue. Door shut on them early and the improved bid price not even notified to ALL shareholders or the market. Then apparently 2 further approaches for THG Nutrition. Again not even RNS'd to shareholders.

# Then NEVER to date in any previous years have we had an Active Investor onboard and calling for a Shareholder vote on the way forward and now backed publicly by another Institutional Investor also breaking rank in support of them.

# Nor has MM ever imo felt threatened enough to buy shares in that Active Investor Kelso that is a direct challenge to him and the Board.

# Also Re potential for improvement Good Online sales data from November and including Black Friday to Cyber Monday and No crippling Postal Disputes like last year affecting the key Golden quarter trading. helpfully it provides soft comparitors from last year.

For me it's clear the dynamics are completely different here this year compared to any other year and this has all the hallmarks of heading for a showdown aimed at unlocking the true Sum of Parts value in the share price.

The pressure is building on the Board whose efforts to date it has to be said have had very little success. Something has to give. Ultimate lever being - Section 303 Companies Act.

All the while anyone maybe interested in bidding catches all the Sum of Parts undervaluation publicity and now openly public shareholder discontent.

You make your own mind up but for me I'll be holding. Things are only just getting started.

Scheimel, several on here have already flagged to maybe watch the numbers this time around in any case, even prior to the website traffic data and given this year should be compared against softer comparitors from last year.

Black Friday - Cyber Monday UK sales data was showing very good Online sales growth. That heading back to the start of November also.

https://www.reuters.com/business/retail-consumer/uk-online-spend-rises-56-over-cyber-weekend-adobe-2023-11-28/

Also significantly there are no mass impact UK Postal Dispute this year as faced us last year and which through fear of presents not arriving in time for Christmas decimated key golden quarter trading. this was what it was like across the press and media.

https://www.dailymail.co.uk/news/article-11541869/Packages-pictured-piling-outside-Royal-Mail-sorting-office-workers-continue-strike-action.html

I don't think getting above 50% would be that difficult because of the number of different holders, and Matt Moulding buying Pacman shares in Kelso - after their letter to The Board - says to me that he is sufficiently worried for what might be coming to have done so. Remember also that the psychology of the Golden share is no longer there to keep everyone in line.

This news of the Kelso letter and RNS along with OVMK breaking ranks also (probably representative of many 2 year plus or more shareholder) all adds a significant new dynamic that wasn't there previously and pressure is definitely building.

So what will it see first: "Strategy Update" / demerger / seperate listings announcement, Independent Canvassing of all shareholders as per Kelso RNS, Section 33 of the Companies Act enacted to replace key Directors / obstacles holding back the closing of the Valuation Gap. Or now the mood is clearly changing will we see a Hostile Bid approach.

With things all now out in the open through RNS and OVMK's public statement I'd be curious to know how many other have contacted John Goold and Kelso since. That will irk Matt Moulding as it's outwith his control. It was a shrewd ploy on Kelso's part to publicise things.

Rock8 there are other participants and dynamics in all of this which you know full well and that you fail to mention.

Gapping up or down via the spread (and people mentioned it on Friday) is market making. Market makers can also naked short to create liquidity of shares. Also many shorts hedge themselves both ways. Some with matched pairings of shares. Others use short positions to build much larger long positions. You get to hear about their short positions at 0.5% (0.1% if you pay for enhanced data) but it's a 3% holdings threshold to notify of investments and long positions.