Member Info for shylock

So the past four trading days have seen us +3%, +3%, +9% and +30% or thereabouts. Either the market is seeing value in the new plan -- or F&F on both sides are hoovering up the few shares available in order to bulk up their vote on the 15th. That said, the block votes from the nominee holders won't have been registered yet.Barclays Stockbrokers send their block votes in on the 8th for example, so PK won't get an accurate picture of the vote until the 8th or 9th. When he does see the big picture, I expect him to resign onor before the 12th, rather than let the EGM go ahead. I'm fortunate enough to be nicely in profit now but there is plenty more to come I fancy. Especially if PIs can keep their shares off the table.

lancashire, you know more about the company than I do and you've been invested much longer but at some point you have to draw a line and make change happen. I am mostly taking the advice of the non-executive directors whose job it is to look after me - and who have nothing to gain personally from a boardroom upheaval and a strategic review. They are my eyes and ears and if they say we need a new helmsman then that's what we need. They are hardly helping their CV by giving us this advice.

According to Google, the highest recorded closing SP in Jan 2012 was 21.07p - but maybe there were intraday spikes higher. And while board decisions were made, we don't know how many directors voted against or abstained. Obviously, the Kennedys could always count on at least the two family votes, backed by their large shareholding, so I assume they invariably got their way. Note too that Kennedy Snr and Jnr could legally hold board meetings by themselves as only two directors are needed for a quorum. Honestly, I can see no way back now that both NEDs have thrown their weight behind the resolutions so we had better be prepared for the new regime.

It has been 3 years since the SP last saw 25p: if PK were capable of changing the company's fortunes, why hasn't it happened yet? Of course PK will promise jam tomorrow but tomorrow may never come. Shareholders need more evidence of a turnaround than PK's assurances. The CEO and NEDs are privy to the new contract discussions and yet they don't share his optimism: they want new leadership. And it's a rare and damning thing when the NEDs go against the chairman in public. And if the business doesn't start to turn around within the next 12 months, they will be looking to raise more working capital to shovel into the black hole. Without supportive major shareholders, it would be almost impossible to pull off a secondary equity issue and the company would be forced into selling more of its most profitable assets - a process which has already begun with the sale of Utilisoft Pty in February. Clearly, the major shareholders aren't willing to invest more money in the business as it stands, and nor are they prepared to accept dilution if other sources of cash can be found. Nor do they want to see the prized assets sold off piecemeal in order to keep an unhealthy corporate body alive. I'm sure the resolutions will be passed. Looking around other BBs, that seems to be the way that most PIs are voting. The NEDs are there to look after our interests and despite wanting to support the chairman, they can't. Do you know more than they do?

Trades are reported in various places but the majority will go through LSE or ISDX (15 minute delay unless you subscribe to a live feed): http://www.londonstockexchange.com/exchange/prices-and-markets/stocks/exchange-insight/trade-data.html?fourWayKey=GB00B1VLV059GBGBXAIM http://www.isdx.com/forcompanies/ourcompanies/companydetail/default.aspx?securityid=17672 There are several possible explanations for a known trade not to be displayed, eg: 1. The market maker consciously delays it for hours/days - supposedly to help him maintain an "orderly market" 2. It has been matched internally by your broker 3. It has gone through an obscure exchange 4. It has been aggregated with one or more trades in the same stock 5. Your broker or the market maker is misbehaving.

Looks like even small buys are sending the SP north so MMs must be very short of stock and/or they're trying to fill a large order. Hopefully, PIs won't be rushing to sell for a long time yet.

And another 3% rise. Imho, the more the SP rises, the higher the vote in favour of the resolutions.

Can't argue with you, dunks. That's why I have been buying.

Not sure why they would do that when they seem quite confident that the resolutions will be passed as things stand. But if they thought they needed more votes, they could indeed have bought some more shares. There's also a rule which requires any shareholder who reaches over 29.9% ownership to put in a bid to buy the company - and we know that Kennedy hasn't been willing to entertain the notion of selling it.

No, they need 50%+ of the votes cast to win. "An ordinary resolution requires approval by a simple majority of the votes cast in person or by proxy at a general meeting" http://www.sec.gov/comments/4-537/4537-15.pdf

easilife, agreed that Hawkwood want to sell all or parts of the company but I think their first priority will be to sell, or close,the parts of the business which are dragging us down and have no real prospect of improving. No doubt any offers for the whole business, or for the residual business, will be considered but I don't see them recommending a silly t/o price. But if they get an offer in the 15-20p region, I think it might be put to shareholders - and our vote will decide...including the votes of those whose average is above 20p. I could be wrong but I think a 15-20p offer would be voted through...including by some whose average is considerably higher. As for Kennedy being able to build the SP back up to those levels without major surgery, I haven't seen any evidence that he has the ability, fight or inclination to do it. The chances of the SP continuing its downward slide under his stewardship must be quite high. I think it's quite normal for a incoming candidate for the chair to offer himself up to shareholders who want to talk to him. But of course he doesn't have any guarantee of winning the EGM vote yet because the balance of power is held by the PIs. But if no PIs vote, he would win because he has a majority of the major shareholders aligned with him. The big question is how will the PIs vote? I'm guessing that the majority have become pretty disenchanted with the performance of the incumbent. FWIW, I've got over 1m shares (bought recently) and they have all been cast in favour of the resolutions.

A rare move north. Hopefully to be continued.

Call the company secretary to check whether you can turn up without proof of your share ownership or whether you will need to get a letter from your broker confirming your holding to show at the door.

Kamel, I congratulate you on your English which, in my experience, is better than that written by most folk who claim it as their first language. I'm sure you're right about the simmering hostility: you can't expect to oust a reluctant incumbent without any. But the law is there to protect shareholders from the worst consequences of hostility and I don't imagine that Mr Kennedy will risk stepping outside civil or contract law to further his campaign. We live in a democracy and if the majority of the company's owners want him replaced then he will have to take it on the chin without resorting to any tricks which might harm the company. For sure, the company's efficiency must now be compromised by the obvious division between the Kennedys and the other directors and the sooner that can be remedied the better. You are certainly invited, encouraged even, to attend the EGM as a private/retail shareholder and ask whatever questions you are minded to. You can do so in public, from the floor during the Q&A session, and privately by cornering directors and advisers before the meeting starts (and after it finishes).

Well-written post, Kamel - although not an opinion I agree with. If Kennedy knows he can't win the vote then I'm sure he will step aside before the meeting. OTOH, if the meeting goes ahead it will mean that he thinks he has some chance of winning. Either way, there will be huge disruption. If Kennedy stays in office he will have to recruit a complete new BoD, apart from his son - including a new CEO. Without any sign of positivity elsewhere, the SP will continue to sink. If the move to oust him (not by PIs btw but by institutional investor, Hawkwood Capital who own 10% of the company) is successful there may also be some uncertainty for a while but John Grant has a plan and it's clearly good enough to bring most of the BoD onside as well as other major shareholders. I think he will be very proactive on the investor relations front (based on a telephone conversation I had with him) and he also plans to generate some positive editorial exposure. Both would be very welcome as bGlobal's investor relations and media activity have been dire/non-existent. But the master plan won't be realised until the independent strategic review is carried out, which could take a couple of months. FWIW, my guess is that it will be rather more than a strategic review, leading to the company's stall being set out for a possible sale of some or all parts. Keeping hold of key people will be important but the indications are that the chairman has lost some trust internally, in which case the key people may be happier under a change of leadership. IP is owned by the company of course and won't be going anywhere. As you probably know, removing the chairman from office doesn't terminate his employment. He will have a contract of employment, presumably requiring 6 months' notice on either side and, for sure, a clause therein which prohibits him from starting up or joining a competing business for a period of time, usually 12-24 months. So the notion that he would poach bGlobal's key people and start up in competition is far-fetched. He is also well aware of what the company is potentially worth since Samsung told him. So he won't be wanting to sell his shares at 3-4p if he can get 4-5 times as much for them by letting JG market the business.

I think he will resign before the meeting. He will know which way the major shareholders are voting and will now be watching the other votes coming in. He won't let the meeting take place if he thinks he is going to lose.

He's a director of a family-owned business in Scotland and senior partner at Hawkwood Capital. Good city contacts but not much of a plc CV. He obviously knows bGlobal since he represents a major activist shareholder and has been in 'constructive' dialogue with the BOD for some time. And he would have a CEO who knows how to run the business. But if you're asking what JG brings to the table, my bet is on a list of possible buyers for all or parts of the business and I think that would be as good a route as any to realising shareholder value -- especially if someone like Samsung were an interested buyer in the 15-20p price range. Trouble is, Kennedy has allegedly ruled out any possible sale so shareholders can only find out what the options are once he's gone.

bGlobal's traditional business has been in the B2B sector, not the consumer mass market. The advent of the national smart metering program gave them a big new sector to target but I don't think they got very far before the program was delayed. I doubt that a company of bGlobal's size would have been a primary beneficiary of that program anyway, although they could have hoped to pick up some sub-contractor or OEM work. Indeed, that is still possible, if they're still around for the roll-out - and still in that business. Meanwhile they are expanding their software and training operations in a challenging/uncertain market and that seems to be a better strategy than keeping a big army of meter installers on the books. But some major shareholders are saying that overheads are way too high and that restructuring should have been more decisive and more draconian. Allegedly, Kennedy has blocked such moves and failed to act in the best interest of all shareholders, according to the activists. The chairman (and his FD son) owns approx 23% of the equity but has allegedly been more concerned with preserving his salary, benefits and lifestyle than growing the value of the company. Not being an insider, I can't comment. But it is extraordinary that the CEO and especially the NEDs - and his former co-founding director - are all lined up against him now. The only conclusion I can draw is that the people who are charged with looking after shareholders' interests see him as an obstruction to efficiency and increased value. The new chairman may or may not sell the business but he will certainly restructure it so that it can run profitably and grow.

I've just been digging into the major shareholders and it looks like the majority will be backing the resolutions. On my count, approx 40% of the votes are already committed to the resolutions while only 25-27% are lined up against (including the Kennedy family's own 23% holding). The PIs will still hold the balance of power though so get your votes in.

With most of the board lined up against him, as well as at least two major shareholders, it seems unlikely that Kennedy can survive. I assume he will resign before the EGM rather than suffer the humiliation of a public ousting. Anyhow, I'm casting my votes for the resolutions. I don't know much about John Grant but he is clearly known to the directors and to city institutions and he seems determined to reverse the long term decline in the share price. I'll be happy however he achieves it but it looks like the preferred option may be to sell all or part of the business once a strategic review has been carried out.