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No he didn't! He was quoting Zac0_4. Do keep up old chap ;-)

jakeandelwood, was the username "BluesBrothers" already taken? ;-)

Have to say your posts made me laugh. I have to admit to having less patience; I just put the phone down on any unsolicited calls like that.

Would normally have said that Aggarwal and his associates would be required to notify the company/market if they were buying despite the fact he already controls enough shares to vote through the delisting but I'm not certain what the requirements are when a shareholder already exceeds 50%. Would have thought, given the potential impact on the vote, there would be no exceptions, regardless of the numder of shares already held, but you may be right.

On the flipside, following my cautionary arguments to their inevitable conclusion, I would suggest that he doesn't need to bother because there are "tools" available to him to extract the value from the business once it is delisted without the need to buyout the minorities (but I'm just an old cynic).

VernetLes, IMHO Aggarwal's "ethical business practice" went out the door as soon as the RNS was released. It's not illegal but in my books it's far from ethical and has already crystallised (potentially) large losses for many of the original minority shareholders.

The fact that some institutional investors would even now countenance the potential return of Neil Woodward to the UK market suggests to me that the market doesn't necessarily have a long memory and that Aggarwal could return to the UK market in 3-5 years regardless of what happens from here on out. I'm sure the likes of AXA would think twice before taking a large, illiquid stake in one of his ventures again (if he still controlled more than 50%) but I'm sure there are plenty of people who have made money on IBPO in the past (even some currently) who would not be adverse to "taking a dabble". Like any good "pyramid scheme" it's the ones left holding the shares when the music stops who suffer.

Hereshopin, Even if I had the evidence I couldn't divulge - it would be illegal for me to divulge information about UNLISTED company share transactions (convenient I know but nevertheless true).

I reiterate, that the rights of minority shareholders in LISTED companies are protected by the both the LSE's listing rules and the Takeover Code. The read across from this is that, without such protections, minority shareholder rights in UNLISTED companies are not protected to the same extent (in particular, in the event of a takeover there is no obligation for minority shareholders to be treated equally) and, I would again, direct to you to the RNS where you will note that the BoD have been obliged to make you aware of that fact.

Obviously, it goes without saying that different rules apply in different jurisdictions but, given that the UK is considered to have some of the better shareholder protections (the very same protections that LSE and UK government are considering water down to make the UK market more "competitive") I would suspect that IBPO shareholders will fair any better in other jurisdictions.

PS. The keyword is "obligation". I have been involved, in an advisory capacity, in a few takeovers of UNLISTED companies in the past and all shareholders have generally been treated pari passu out of fairness, not out of legal obligation. If you think Aggarwal can be relied upon to treat you fairly when the easiest course of action would have been for him to make an open offer all of the shares he didn't already own, please feel free to carry on. As Forrst Gump says, "stupid is as stupid does".

Gtx1, You clearly have no understanding of unlisted companies.

The rights of minority shareholders in UK listed companies are SPECIFICALLY protected by both the LSE's listing rules (albeit that IBPO's minority shareholders are not protected from it being legally delisted) and the Takeover Code. Those rights DO NOT extend to unlisted companies and it's perfectly legitimate, and common place, for minority shareholders to be offered, on an individual by individual basis, less than market value for their shares (indeed there's nothing to stop one shareholder being paid more or less than another contemporaneously even when they hold the exactly same number of shares). There's no market for the shares to be traded (IBPO's matching facility is only short term and there is no obligation on Aggarwal to participate whilst it lasts) and the minority shareholders have absolutely no say in how the business is run.

For evidence, I suggest you take a look at how employee share schemes of unlisted companies are often priced; do you think HMRC would agree a discounted base cost if it wasn't normal, accepted practise? For holdings of less than 10%, it's not uncommon to be able to agree a c90% discount with HMRC.

I accept that if there is an open offer for all the shares you MAY get market value but again would draw your attention to the RNS; minority shareholders in IBPO, once it delists, are not guaranteed to be treated on the same terms as Aggarwal. It says so in black and white!

You may need 90% of the votes to force a complete all share buyout (an "unconditional" offer) but that would not prevent Aggarwal from selling his shares to another party and you'd have absolutely no way of stopping him. The purchaser could choose to offer the minority shareholders the same terms but is not obliged to (that's why you have the Takeover Code for listed companies).

The conundrum. What does "... best interest of the Company and its Shareholders as a whole ...." actually mean? It says "as a whole" and that should not be confused with "all". For the delisting to be approved, a majority of at least 75% of the total number of issued shares held by the shareholders present (or their proxy) and voting at the GM is all that's required. QED Aggarwal only needs to vote his shares for the delisting to be approved; the views and opinions of all the shareholders is irrelevant.

I've held delisted shares in an ISA before now and confirm that your broker will require the shares "to be removed" from your ISA once it delists. With ii this meant in practise that the shares were transferred, on request, to my trading account. I'd agree that you could sell and re-purchase before the shares delist.

I reiterate, if Aggarwal was intent on being honourable he would have made an open offer for the shares.

Gtx1, Just a couple of other observations:

1) In the UK, takeovers would normally only require a simple majority of voters to approve the deal. However, the purchaser can't force minority shareholders to relinquish their shares unless more than 90% of shareholders accept the offer (the offer then goes "unconditional"). So, AXA and the other minority shareholders could not block a future sale (if they didn't accept the deal, they'd just continue to be minority shareholders in some other share structure).

2) AXA would neither be obligated nor necessarily in a position to strike a deal for all minority shareholders and Aggarwal would not be obligated to offer all minority shareholders the same deal as AXA. Given that AXA controls more than 10% of IBPO, AXA can cause some (very limited) disruption (most votes only need 50% or 75% shareholder approval) and, as such, the discount that might be applied to the acquisition of AXA's shares might only be c75% but Aggarwal would have no legal obligation to offer the same price to other minority shareholders. He can legally "divide and conquer".

3) Without the protection of the Takeover Code any future potential purchaser of IBPO would not be obligated to offer all shareholders the same terms.

4) I would imagine that AXA may have a view to litigation and, to that end, might be continuing to hold its shares to enhance it's legal position. However, it's more likley that AXA finds itself between a rock and a hard place (like every other original shareholder). In the absence of any subsequent RNS and the assumption that AXA hasn't reduced its previously disclosed holding, one can only imagine what impact there would have been on IBPO's share price if AXA had tried to offload its 11% interest! I would suggest that IBPO's share price might currently be in the teens if not lower. For AXA to even hope to now crystallise (say) 70p per share it would have to hold its shares beyond the de-listing and then hope to strike a deal with Aggarwal. I don't think Aggarwal would want to agree to purchase AXA's holding before the de-listing because he'd be obliged to notifiy the transaction details to the market; IMHO he'd prefer to strike any deal "behind closed doors". AXA cannot maximise the value of its holding by selling on the open market; its stake is simply too large. As it stands, subject to any potential litigation, Aggarwal is the only game AXA has left in town as no other large institutional/private equity investor is going to acquire AXA's holding unless they are intent on acquiring the remainder of IBPO in due course and already have Aggarwal's tacit approval. Even then, it's highly unlikely; without an existing signed heads of terms (which would need to be notified to all shareholders now) nobody is going to fork out (say) c£15m, let alone more, for AXA's holding based on a non-binding, verbal agreement with Aggarwal.

... full price.

Gtx1, An interesting post but please do consider these points:

1) If and when IBPO delists, you will no longer be able to hold your IBPO shares in an ISA (or most SIPPs) and, as such, your shares would have to be transferred to a trading account. For CGT purposes this would be treated as a sale and repurchase based on the closing de-listing price i.e. your CGT base cost for any shares so transferred would become the de-listing price (even if your broker affects the transfer internally without actually selling and repurchasing).

2) If and when IBPO delists, IBPO will no longer be subject to the Market Abuse Regulations and shareholders will no longer be afforded the protections given by the AIM Rules. There would be no obligation on IBPO to notify shareholders of certain events or seek shareholder approval for certain corporate actions; including substantial/financing transactions, reverse takeovers, related party transactions and fundamental changes in the IBPO's business, including certain acquisitions and disposals. With reference to disposals, see point (3) below.

3) The cancellation of the Relationship Agreement and the impact that could have on related party transactions. Effectively profits could be transferred out of IBPO to the related parties because there would no longer be an an obligation to conduct transactions on an arm's length basis i.e. transactions between related parties could be conducted at whatever value suites Aggarwal.

4) If and when IBPO delists, central management and control will be outside of the UK, Channel Islands and Isle of Man and, whilst central management and control remains outside, the Takeover Code will no longer apply to IBPO.

5) If and when IBPO delists, IBPO will continue to be bound by its Articles (which require shareholder approval for certain matters) but you should clarify what changes, if any, could be made to shareholder capital and/or pre-emption rights without shareholder approval e.g. would shareholder approval be required for Aggarwal's shares to be re-classified as (say) 'A' Ordinary shares with (say) the same rights to capital but preferential dividend treatment or permitting bonus shares to only be allotted to Aggarwal?

6) You've ignored the discount that's normally applied to the acquistion of minority shareholdings in private companies. It's not uncommon to see a c90% market value discount applied to the acquisition of holdings of less than 10%, particularly if one shareholder already controls more than 75% of the issued share capital. The discount may not be applied to universal offerings, e.g. takeovers, but would be applied on an individual by individual basis; on the grounds that such small minority shareholdings have no control over how a business is run.

7) Finally, and probably most important of all, if it had been Aggarwal's intention to buy out the minority shareholders at market value, he would have made an open offer now. IMHO he has no intention of paying

Bit behind you reading the Portfolio and Market Update (why LSE can't re-produce the RNS is beyond me; I've asked them to "fix" it on sevreal occasions but to no avail). You've beaten me to the punch with regard to the market yield (my back of a B&H packet calculations weren't that far off the mark after all) and given the current expectation that there might be up to three more interest rate rises in 2023 and no falls, a yield of in excess of 11.5% for FY24 is prospectively on the cards.

Looking again at the tax charge it does look comparable to Q1 2022 (it's actually c£61m less on a comparable effective rate basis). It's the tax charge in Q4 2022 that's the outlier.

The fact is that net interest margins are already stretching credulity and analysts need to go back to school to learn basic economics. The fact is that NatWest (and all the mainstream banks) can keep raising mortgage and loan rates in line with the BoE interest rate but if they don't increase the rates on their investment products comparably (which they haven't) it was always inevitable that large excess deposits that had been parked with NatWest when interest rates were more benign would seek better interest rates eslewhere. You can't have your cake and eat it. You can't just focus on the NIM and ignore the potential impact on deposits. Unlike the analysts, NatWest realises that maximum profits aren't necessarily earned by maximising the NIM (it's a balance between NIM, deposits and loans - it's a Bell curve)

Brokers and analysts are absolutely clueless. They think that NatWest can increase its net interest margin without seeing net cash outflows. It's inevitable that excess deposits would seek better investment rates elsewhere. In the current interest rate climate I wouldn't have expected anything different. Given the government's large stake I wouldn't see this as a flight of capital but rather a natural response to NatWest (and all the large banks) not offering a competitive investment accounts for amounts all the way up to £85k. Unlike Barclays, NatWest doesn't have an investment banking arm that can attract inflows that might offset (normal) retail banking outflows. The £8bn tax outflows on the face of it would appear to be seasonal and one would expect those balances to be largely replenished as the next end of year tax payment date approaches.

The leap in Natwest's tax charge looks odd. It's increased 10-fold from the last quarter and can't be explained by recent UK tax changes alone.

Not sure if the profits fell short of brokers' consensus but the only things that immediately jumped out at me were:

1) £11bn net outflows;
2) No change in annual target; and
3) Unexplained leap in tax charge

I think brokers must be living in cloud cuckoo land if they think that NatWest can continue to increase net interest margin without net outflows albeit that £8bn could be put be put down to timing and might be expected to build up again over the year as the next 31 January approaches.

However, the leap in the tax charge looks odd (tax charges are supposed to be smoothed out by deferred tax)

casapinos, Have you checked out TFIF? It had a good write up in Questor back in September and, given the expectation that interest rates may still rise further and/or not decline significantly over the next 12 months, it could end up paying in excess of 11p per share for the year to 31 March 2024 (it's due to pay 9.46p per share for the year to 31 March 2023). Not only that, the share price has been reasonably stable for the last 12 months (trading in a band between 95p and 105p). Also, because it tends to hold its bonds to maturity, there should be some capital appreciation (despite the current depressed bond prices) as the discount to par value unwinds on its bonds as they start approaching maturity.

Hi Gavster, Fair Oaks's high yield reflects its high risk. According to its latest annual report it's (indirectly) invested in bonds rated at BB or below in the US and Europe and, although the trailing 12-month US default rate rose from (only) 0.29% to 0.72% during 2022, I note that the US default rate is expected to rise to between 2% and 2.49% during 2023 (I wouldn't be surprised to see Europe follow suit). I also note that although the share price has been fairly stable since last October, it's nevertheless c25% down on 12 months ago. That said, 2022 was a vintage year for most dividend paying shares, price wise.

I note that Fair Oaks Income 2021 Shares (an IT) is supposedly offering >18% currently but, given that it dropped its last two quarter dividends to 2c from 2.5c previously, the forward yield looks more likely to be 16%. Don't know much about it but it appears to invest in company bonds which may, or may not, have a higher risk of default

Toff, Magmamus is a Pump'N'Dump merchant, nothing more.

Income of 18%? Which share is that?