Roundtable Discussion; The Future of Mineral Sands. Watch the video here.
Pearls
Please note that Phoenix paid only £6.2 million for the 58.09% share. The rest of the "up to £19.45" was for: the intercompany SG Guernsey debt (£2.75 million), which was used by SG Finance to pay of £7 million of debt to RBS- Phoenix then swapped the SG Guernsey debt (possibly plus some cash) for the £12.6 million of the Guernsey "investment" inventory, which they now market through SG; the rest of the debt to RBS "up to £10.5million"was acquired by Phoenix at a huge discount, perhaps as little as £4-5.5million; then another £5 million was available for loan to SG - all this debt at 5% per annum. Hence SG's debt to Phoenix SG over £14 million and climbing. Phoenix (SG) is the controller and SG is just their "zombie"
SPECIAL BUSINESS<br />Special<br />Resolution 8: To authorise the Company to make market purchases of its own shares<br />Proxies: Total proxy votes cast were 304,845,539 of which 304,836,811 (99.9%) were in favour, 8,156 against and 572 at discretion. 26,609 votes were withheld.<br />__________________________________________________________________<br />Ordinary<br />Resolution 9: To authorise the Company to allot shares<br />Proxies: Total proxy votes cast were 304,845,539 of which 304,723,209 (99.9%) were in favour, 121,758 against and 572 at discretion. 26,609 votes were withheld.<br />________________________________________________________________________<br />Special<br />Resolution 10: To authorise the Company to disapply pre-emption rights, as limited<br />Proxies: Total proxy votes cast were 304,854,539 of which 293,832,681(96.4%) were in favour, 11,021,286 against and 572 at discretion. 26,609 votes were withheld.
Lombard Odier Asset Management (Europe) Limited have reduced their holding. Down from 51,408,988 shares to 46,715,059.
Read the circular. According to the updated proforma: Equity Shareholder funds (if the deal had already gone through on 30 Sep 2017) = GBP 21,250,000 No of shares = 426,916,643. Therefore price per share = GBP 0.0498 or 5p So the deal is already priced in to the current share price.
Ringworm As I posted below the Company in the RNS refers to Stanley Gibbons not Phoenix In the RNS it states: ....SGL will then capitalise SGF for 2.75 million by way of a subscription for shares, so as to provide SGF with the necessary funds to acquire the SGF Debt from RBS. This confirms that SGF is a subsidiary of SGL. Furthermore it shows that RBS have let the 7million debt acquired by SGF go for only 2.75m i.e 40% of the principal! SAGL's 2.75m comes from the sale to Phoenix UK of all potential proceeds due to SG from the administration. What we do not know is how much Phoenix UK pays RBS for the 10-10.5 million but that is certainly at a discount apart from the potential last 0.5m at par. Phoenix is charging 5% on the 10m for 5 years which compounds up to over 2.75m.
Ringworm The newsfeed update says: Stanley Gibbons' subsidiary SGF is to acquire GBP7.0 million of debt from Royal Bank of Scotland. Check the RNS which states:.... SGF (a wholly owned subsidiary of the Company). This is a bit ambiguous but I think the Company must refer to Stanley Gibbons and NOT Phoenix??? Pearls I am more confused than ever!
How much cash is SG actually getting. Remember the GBP10-10.5 million debt still remains, but is just transferred from RBS to Phoenix. If SGF is a subsidiary of SGL, as stated in the news update, then GBP6.2 million comes in from Phoenix for the shares but GBP7 million goes out to buy the remaining debt from RBS, and is still an internal debt. The GBP2.75m for the GBP6.0m owed by SG Guernsey to SGL will provide just a couple of million working capital. Have I missed something?
Pearls, I suggested there would be an EGM a few weeks ago. So would you vote against the proposal, given that: the "Company remains in default of all of its facilities and it may not be possible to secure alternative finance and, even were it to be possible, will not, in the Directors opinion, result in a more favourable outcome for Shareholders. In that scenario, the Company could have insufficient working capital to continue trading as a going concern, which would be likely to have a significant negative impact on the Company's existing equity share capital."
Pearls, no doubt all will be revealed in the next few weeks.
Pearls, I was reliably informed at Stampex that the lease will expire in "fourteen and a half months" time - so end of April 2019. Elsewhere, and perhaps not so reliably, I have read that the landlord will not renew the lease as there are plans to redevelop of the building. It does rather look like SG will have to find new premises, hopefully somewhere else on the Strand.
What would prevent the board calling an EGM to change the terms of the AGM resolutions?
Pearls, how would feel if you're right? I, for one, would be delighted to see your predictions come true. It is very important to the stamp world that SG is back on an even keel. However a clear and realistic analysis is needed, not wild optimism.
Let's look at the timeline on this. The AGM was on 1 Nov 2017. In the run-up to the AGM the share price was about 7p. After the announcement of the Administration of SG Guernesy on Nov 21, the price sank to below 3p; then rose again in anticipation of some better news in the Interim report; fell back again after the board said it knew of no reason for the rise; and since the Interim report on the 29th Dec has languished around the 4p level and is currently 3.625p. To raise GBP 5 million from the issue 44.5m shares the institutional investors would be pay 11p a share. Pearls, I know your optimism has no bounds, but this defies belief.
I'll do that again: Four years ago when SG acquired Murray Payne there were 46.6 million shares @ GBP 3.75 each = GBP 175million.
Four years ago when SG acquired Murray Payne there were 46.6 million shares @ £3.75 each = £175million.
"With regard to Gibbons, the position may well be far worse than the already dire state the market thinks it is in. They have reportedly been selling private high-value investment packages with high predicted returns quoting the reputation and longevity of Gibbons as the best indicator that these will be good investments. But whilst using the reputation of the London parent company as a selling point, the packages have been reputedly sold through a Channel Island subsidiary with no responsibility lying with the parent company for losses. Using a major name in an industry as a reference for financial stability but shielding said parent company behind an offshore subsidiary seems to be full of legal pitfalls." See comment: https://www.thetimes.co.uk/edition/business/stanley-gibbons-faces-an-investor-stampede-mjpkm29j2
statement is out
Hi Pearls When you visited the shop, did you ask about 399 closing ? If so, has an alternative shop with frontage on the Strand been found?