Yellow Shirt 17 Posted January 20, 2009 A lot of people keep saying there is no takeover as they are shareholders and have not been informed.Is this accurate? I know the rules for listed companies floated on the stock exchange but NCFC isn''t is it? Are we sure that the same rules apply?Just wondering. Share this post Link to post Share on other sites
Shifty Sid 0 Posted January 20, 2009 I''m a shareholder and I haven''t heard any such thing. Although being such a small shareholder, I don''t think I am entitled to hear anything.NCFC is a PLC and is listed on the Stock Exchange, albeit not the LSE. Share this post Link to post Share on other sites
Yellow Shirt 17 Posted January 20, 2009 Thanks Sid.I hadn''t realised it was a PLC. That answers that then! Share this post Link to post Share on other sites
Camuldonum 0 Posted January 20, 2009 [quote user="Yellow Shirt"]A lot of people keep saying there is no takeover as they are shareholders and have not been informed. Is this accurate? I know the rules for listed companies floated on the stock exchange but NCFC isn''t is it? Are we sure that the same rules apply? Just wondering.[/quote]You are a PLC (unquoted) but in the event of any takeover the same rules apply. See post on another thread.It is not to say that there is not a takeover. It is to say that if there is the full details must be circulated to each and every shareholder with voting rights for their approval (or not).And whatever is going on in the background (or not) has not yet reached that stage otherwise I assume the NC shareholders would have been on with the details required by Company Law. Share this post Link to post Share on other sites
Mr.Carrow 392 Posted January 21, 2009 [quote user="Camuldonum"][quote user="Yellow Shirt"]A lot of people keep saying there is no takeover as they are shareholders and have not been informed. Is this accurate? I know the rules for listed companies floated on the stock exchange but NCFC isn''t is it? Are we sure that the same rules apply? Just wondering.[/quote]You are a PLC (unquoted) but in the event of any takeover the same rules apply. See post on another thread.It is not to say that there is not a takeover. It is to say that if there is the full details must be circulated to each and every shareholder with voting rights for their approval (or not).And whatever is going on in the background (or not) has not yet reached that stage otherwise I assume the NC shareholders would have been on with the details required by Company Law.[/quote]Cam, you are only alluding to the possibility of a takeover by the interested party making an offer for D and M`s shares. If the proposal was for a big new share issue we wouldn`t know about it unless the majority shareholders agreed to it. Share this post Link to post Share on other sites
nutty nigel 7,780 Posted January 21, 2009 [quote user="Mr.Carrow"][quote user="Camuldonum"] [quote user="Yellow Shirt"]A lot of people keep saying there is no takeover as they are shareholders and have not been informed. Is this accurate? I know the rules for listed companies floated on the stock exchange but NCFC isn''t is it? Are we sure that the same rules apply? Just wondering.[/quote]You are a PLC (unquoted) but in the event of any takeover the same rules apply. See post on another thread.It is not to say that there is not a takeover. It is to say that if there is the full details must be circulated to each and every shareholder with voting rights for their approval (or not).And whatever is going on in the background (or not) has not yet reached that stage otherwise I assume the NC shareholders would have been on with the details required by Company Law.[/quote]Cam, you are only alluding to the possibility of a takeover by the interested party making an offer for D and M`s shares. If the proposal was for a big new share issue we wouldn`t know about it unless the majority shareholders agreed to it.[/quote]I was under the impression for their to be a big new share issue we would have to agree to it at either the AGM or an EGM. Could be wrong though.. Share this post Link to post Share on other sites
PurpleCanary 6,132 Posted January 21, 2009 Existing shareholders WOULD have to be told about any formal proposal to create new shares, because they would have to vote on it.What is true is that there would be no point in making such an idea into a formal proposal (and announcing it) unless it was known Smith and Jones were in favour, because of their majority stake. In other words, if it was only an idea it might well stay private. Share this post Link to post Share on other sites
Mr.Carrow 392 Posted January 21, 2009 [quote user="PurpleCanary"]Existing shareholders WOULD have to be told about any formal proposal to create new shares, because they would have to vote on it.What is true is that there would be no point in making such an idea into a formal proposal (and announcing it) unless it was known Smith and Jones were in favour, because of their majority stake. In other words, if it was only an idea it might well stay private.[/quote]Only the board can call an EGM Purple. If the board/majority shareholders don`t back a "friendly" takeover through the issue of new shares, then i don`t think there is any legal reason why small shareholders should know anything about it. Share this post Link to post Share on other sites
Mr.Carrow 392 Posted January 21, 2009 [quote user="nutty nigel"][quote user="Mr.Carrow"][quote user="Camuldonum"] [quote user="Yellow Shirt"]A lot of people keep saying there is no takeover as they are shareholders and have not been informed. Is this accurate? I know the rules for listed companies floated on the stock exchange but NCFC isn''t is it? Are we sure that the same rules apply? Just wondering.[/quote]You are a PLC (unquoted) but in the event of any takeover the same rules apply. See post on another thread.It is not to say that there is not a takeover. It is to say that if there is the full details must be circulated to each and every shareholder with voting rights for their approval (or not).And whatever is going on in the background (or not) has not yet reached that stage otherwise I assume the NC shareholders would have been on with the details required by Company Law.[/quote]Cam, you are only alluding to the possibility of a takeover by the interested party making an offer for D and M`s shares. If the proposal was for a big new share issue we wouldn`t know about it unless the majority shareholders agreed to it.[/quote]I was under the impression for their to be a big new share issue we would have to agree to it at either the AGM or an EGM. Could be wrong though.. [/quote]Our agreement or otherwise is utterly meaningless nutty. Shareholders other than D and M represent 38% of the shares, ie. they have absolutely no power whatsoever. I think where me and Purple are in disagreement is that i don`t think there is any way an EGM can be called (ie. we actually get to know about the offer) unless the board back it. Share this post Link to post Share on other sites
PurpleCanary 6,132 Posted January 21, 2009 [quote user="Mr.Carrow"][quote user="PurpleCanary"]Existing shareholders WOULD have to be told about any formal proposal to create new shares, because they would have to vote on it.What is true is that there would be no point in making such an idea into a formal proposal (and announcing it) unless it was known Smith and Jones were in favour, because of their majority stake. In other words, if it was only an idea it might well stay private.[/quote]Only the board can call an EGM Purple. If the board/majority shareholders don`t back a "friendly" takeover through the issue of new shares, then i don`t think there is any legal reason why small shareholders should know anything about it.[/quote]MrCarrow, I can''t say for certain what corporate rules NCFC plc is run by, but under normal corporate rules an EGM must be held if at least 10 per cent of the shareholders call for it, so it is not just the prerogative of the board.However we both agree that in the case of NCFC really the only relevant factor is whether Smith and Jones agree to a particular proposal, whether it''s the purchase of their shares, or the issuance of new shares. I''ve said all along that any proposal need only become public once it is formalised, and - as you say - there is no point in formalising it if Smith and Jones are not on board. Share this post Link to post Share on other sites
Morph 30 Posted January 21, 2009 The City Code on takeovers and the guidelines and rules followed by the Takeovers and Mergers panel can be seen at:http://www.thetakeoverpanel.org.uk/new/codesars/DATA/code.pdfOne immediate thing that pops out from the document on when announcements need to be made is the following:(f) when a purchaser is being sought for an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company or when the board of a company is seeking one or more potential offerors, and: (i) the company is the subject of rumour and speculation or there is an untoward movement in its share price; or (ii) the number of potential purchasers or offerors approached is about to be increased to include more than a very restricted number of people. Share this post Link to post Share on other sites
Mr.Carrow 392 Posted January 21, 2009 [quote user="PurpleCanary"][quote user="Mr.Carrow"][quote user="PurpleCanary"]Existing shareholders WOULD have to be told about any formal proposal to create new shares, because they would have to vote on it.What is true is that there would be no point in making such an idea into a formal proposal (and announcing it) unless it was known Smith and Jones were in favour, because of their majority stake. In other words, if it was only an idea it might well stay private.[/quote]Only the board can call an EGM Purple. If the board/majority shareholders don`t back a "friendly" takeover through the issue of new shares, then i don`t think there is any legal reason why small shareholders should know anything about it.[/quote]MrCarrow, I can''t say for certain what corporate rules NCFC plc is run by, but under normal corporate rules an EGM must be held if at least 10 per cent of the shareholders call for it, so it is not just the prerogative of the board.However we both agree that in the case of NCFC really the only relevant factor is whether Smith and Jones agree to a particular proposal, whether it''s the purchase of their shares, or the issuance of new shares. I''ve said all along that any proposal need only become public once it is formalised, and - as you say - there is no point in formalising it if Smith and Jones are not on board.[/quote]Fair enough Purple, i didn`t know about the 10% thing tbh- i`m sure you wouldn`t disagree that 10% of shareholders won`t call an EGM if they don`t know anything about what is being proposed . A bit of a chicken and egg situation it seems. Share this post Link to post Share on other sites
PurpleCanary 6,132 Posted January 21, 2009 No, of course they would need to know! And if it was only an outline plan then, as you say, they might never find out. However as soon as it became a formal proposal to create enough new shares to affect the ownership of the plc then there would have to be an announcement, and there would almost certainly have to be a vote at an EGM. Even if 10 per cent didn''t call for an EGM, I suspect such a meeting might be mandatory under those circumstance.But we both know this is all effectively academic, given the Smith and Jones majority shareholding. Share this post Link to post Share on other sites
Soldier on 242 Posted January 22, 2009 neil doncaster on new investment _ re investment, i am not aware of any impending new investmentshareholders have authorised the issue of new shares - so further shareholder consent would only be needed if the need to issue new shares exceeded that authority limit Share this post Link to post Share on other sites
