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Eddie Stobart Logistics plc (ESL - AIM)

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Bouleversee
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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264532

Postby Bouleversee » November 15th, 2019, 12:14 pm

Thanks a million for that, PD. I hope you can make more sense of it than I can. It is utterly confusing, especially as they keep referring to ESL as Eddie Stobart which I was under the impression was a different company, and I need time to go through it again, and again. What the heck is going on? Shades of Patisserie Valerie and stinks to high heaven. Do you know who the auditors are? Why are the press not making a fuss? And where do the regulators and parliamentary committees fit into this scenario? Maybe my imagination is running away with me but it sounds like a cosy deal being cooked up and the delay in producing a correct version of the half year statement is deliberately contrived to discourage anyone else from making a bid. They must have spent a lot of time cooking it up but I note that whilst Dbay have now said they won't be making an offer as this arrangement suits them (and doubtless the management) better but they are still reserving the right to do so if anyone else is not sufficiently deterred by all this and keen enough to make an offer, highly unlikely I should have thought but Wincanton sounds like a successful company and I would love it if they did.

I need a stiff drink and some lunch before I plough through all the badly written tiny print again. Not always clear which company is "The Company" they are talking about.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264548

Postby Bouleversee » November 15th, 2019, 12:55 pm

P.S. to previous:

I see that the other company is called the Stobart Group so I am no longer confused about that aspect.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264571

Postby PinkDalek » November 15th, 2019, 2:55 pm

No time to reply to your various queries but Wincanton extended again, this time until 27 November

https://www.londonstockexchange.com/exc ... 10708.html

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264573

Postby Bouleversee » November 15th, 2019, 3:04 pm

An article in The Times today says that Dbay Advisors (an Isle of Man private equity group) is ESL's 2nd largest shareholder (about 10%) and that it owned 51 % of "the group" before was listed on Aim in 2017, Eddie Stobart having been taken private in 2014 when it was spun out of the Stobart Group. Do you suppose "the group" was a slip of the pen and they mean the company? I wonder who the major shareholders of Dbay Advisors are. So floated off at 160p, allowed to run down through bad management or deliberately and then bought back on the cheap in propitious (for them) circumstances. Very fishy. Or am I misunderstanding things? Way over my head. Gengulphus, where are you?

Have just been alerted to your last post. Good to hear W. hasn't yet dropped out. I must also deal with other matters. I'm hoping The Times will pursue.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264585

Postby PinkDalek » November 15th, 2019, 3:50 pm

Wincanton's retort is below:

https://www.londonstockexchange.com/exc ... 10812.html

Including:

Consistent with Eddie Stobart's announcement this morning, there is still no visibility on when Eddie Stobart's auditor's review may be complete and in the absence of such information Wincanton believes neither it, nor Eddie Stobart's shareholders, can make an informed decision on the value of any possible transaction.

Bouleversee
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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264590

Postby Bouleversee » November 15th, 2019, 4:22 pm

Excellent. Confirms my views. You will be amused to know that the mad woman has emailed The Times Business Editor and copied it to Tim Lawlor. My MP is spared due to the recess. :lol:

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264654

Postby dspp » November 15th, 2019, 10:30 pm

Wincanton is a much more prudently managed outfit than any of the Stobart enterprises imho.

Wincanton will not be pressurised into making an over-valued bid.

That may mean the various Stobart insiders or ex-insiders pick it up on the cheap.

These are real issues, just as with PatVal, and others.

Regards, dspp

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264732

Postby Bouleversee » November 16th, 2019, 12:46 pm

And will continue to raise their ugly heads unless shareholders get off their bottoms and do something.

Rather bland articles in TT and FT this morning. Link to the latter, headed "Eddie Stobart's fate rests on private equity rescue deal", is : https://www.ft.com/content/0930ea90-079 ... bacad9e7dd. Interestingly, in the printed version it stops at "A shareholder meeting to approve the deal will be held on December 2" leaving out a lot of the important details given in the online version. The Times article is headed "Rival goes the distance to seal Stobart deal" and didn't add to anything not already mentioned on here. I don't recall their ever mentioning that the £55m to be injected into the company by Dbay was to be, according to the FT, "through a loan that would carry an 18% interest rate for the debt-laden company" (ESL?) though existing shareholders would be left with only 49% of the operating group" (what group?) and "the listed company would end up as a cash shell under stock exchange rules that could be turned into a new investment vehicle."

All clear now?

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264745

Postby PinkDalek » November 16th, 2019, 2:06 pm

Bouleversee wrote:[I don't recall their ever mentioning that the £55m to be injected into the company by Dbay was to be, according to the FT, "through a loan that would carry an 18% interest rate for the debt-laden company" (ESL?) though existing shareholders would be left with only 49% of the operating group" (what group?) ...


Not merely according to the FT as the detail available at present is here as previously https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14309195.html

The Group is defined in the Definitions as the Company and its Subsidiaries. The Company as Eddie Stobart Logistics plc. The "Fund" will indirectly acquire a 51% stake [in?] Greenwhitestar Acquisitions Limited, which is currently a wholly-owned Subsidiary of the Company and in turn holds the Company's interests in the trading entities of the Group. You can see the latest accounts for Greenwhitestar Acquisitions Limited here if of any interest https://beta.companieshouse.gov.uk/company/08922540/filing-history.

Greenwhitestar Acquisitions Limited will not remain a subsidiary of ESL, if this transaction is ever approved. Perhaps the FT is showing operating group in lower case to talk about the present Group!

One thing not specifically mentioned, on here at least, is the sentence stating The Board believes that the Group's underlying operations have been trading profitably in the second half and the Board now expects EBIT for the full year of no more than £2m. Ignoring the "T", a full year's interest at 18% on the £55m works out at nearly £10m and that's ignoring the existing interest laden debt. In fact, the interest rate is higher than stated by the FT as it is at an initial rate of 25% per annum between Shareholder Approval and Completion and the reduction to 18% is conditional on FCA approval.

and "the listed company would end up as a cash shell under stock exchange rules that could be turned into a new investment vehicle."


Wouldn't there need to be some cash? :) Anyway, that part is also in the RNS:

Structure following the Proposed Transaction

Following Completion of the Proposed Transaction, the Company will become a cash shell under AIM Rule 15 and as such will be required to either make an acquisition (or acquisitions) which constitutes a reverse takeover under AIM Rule 14 on or before the date falling six months from completion of the Disposal or be re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6m) ...
and read on.

Thanks for providing the article heading and I'm now off to read the FT article itself, which I've found in full in Google's cache, but it is somewhat yesterday's news and brief and may have been originally penned before Wincanton's latest RNS but I can't see a time of publication. I do note the FT states So far the only concrete bid has come from Dbay.

It is not a bid but a conditional sale and purchase agreement.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264810

Postby Bouleversee » November 16th, 2019, 6:51 pm

Thanks for your efforts, PD. Clearly one cannot rely on the newspapers to provide an adequate summary or indeed any comment and one must force oneself to read and re-read the whole document till the picture becomes clear if one can stop one's eyes from glazing over, or just ignore the whole thing and move on. I still think it's fishy, however and remain to be convinced that it's in the best interests of small shareholders.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264815

Postby PinkDalek » November 16th, 2019, 7:06 pm

Bouleversee wrote:... and remain to be convinced that it's in the best interests of small shareholders.


If it saves the company and, more importantly, their employees I suppose it might be a cross we have to bear.

Another element I saw after posting concerns the meaning of a PIK Facility. No doubt we should know but I don't see PIK defined in the RNS. It is short for Payment in Kind and Shares Magazine provides further background (as well as the initial 25% interest rate I mentioned earlier):

Why Eddie Stobart shareholders face big losses
15 November 2019, 11:49
https://www.sharesmagazine.co.uk/news/s ... big-losses

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#264928

Postby Bouleversee » November 17th, 2019, 11:48 am

You are obviously a great deal more altruistic and less cynical than I am, PD. I doubt if the trapped holders of the Woodford Equity Income Fund, which has a large holding, who stand to lose yet more of their investment as a result of this, feel so philosophical. (I have yet to discover whether WCPT, in which I also have a holding losing nearly 70% at last check is also a holder).

Of course Dbay aren't going to make a bid (though the linked article is contradictory about that) when they can get a large proportion of the shares by making a loan with an astronomic deferred rate of interest (a bit like, but at vastly higher rates of interest than, those equity release schemes that swallow up most of a house's value) and then buy the rest for peanuts when dealing in the shares is resumed, unless of course someone like Wincanton can see through the ploy and calls their bluff.

I didn't get as far as reading Greenwhitestar's accounts, which probably wouldn't have meant much to me, because the list of items which came up when I clicked on your link was enough to put me off. Apartment from all the director and secretary terminations, the statement from the former auditors, KPMG, giving their reasons for resigning said it all:

"Our reason for resigning is due to a breakdown in our relationship with management which followed difficulties in obtaining sufficient appropriate audit evidence during our audit of the Company for the year ended 30 Nov. 2017, although that information was ultimately obtained." It sounds as though their successors PwC are having similar difficulties.

What I still can't get my head round is why Greenwhitestar, a subsidiary of ESL, a wholly-owned Subsidiary of the Company, holds the Company's interests in the trading entities of the Group and is receiving the loan rather than ESL. What on earth did we buy? Nor can I understand is why, if the company is now becoming more profitable, they can't raise money on better terms elsewhere. However, the sun is shining and the leaves need collecting up so enough of ESL for now.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#265032

Postby PinkDalek » November 18th, 2019, 12:51 am

Greenwhitestar Acquisitions Limited being an intermediate holding company. Nothing untoward in that in itself. The reason behind the PIK facility being structured in the way proposed is all in the RNS.

Another snippet I spotted elsewhere is that the interest on the PIK facility may, if I've understood correctly, be paid by Greenwhitestar issuing further equity to DBAY, as a Payment in Kind. Thus potentially further diluting the 49%ers.

Yes, I mentioned the auditor's resignation letter dated 27 November 2018 re ESL itself back in August (viewtopic.php?p=246626#p246626) which wasn't at all comforting back then, to say the least.

I'll not respond to each and every point in your post(s) as, in all honesty, I think I've spent too much time on this post suspension, as against what little research I undertook before my purchases. Although I've enjoyed looking into some of the detail. In a masochistic kind of way.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#265067

Postby Bouleversee » November 18th, 2019, 8:51 am

Radio 4 and The Times are today saying that Andrew Tinkler, the former boss of Eddie Stobart, is said to be working on a takeover bid for ESL. The Times quotes City AM as saying Tinkler is working on a £50m package with existing shareholders putting in a further £25m and the FT as suggesting Mr Tinkler hopes to raise as much as £125m. I thought he had said earlier that he would not be making a bid.

"Ex-boss plots £125m deal to buy Stobart."

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#265151

Postby PinkDalek » November 18th, 2019, 2:14 pm

Bouleversee wrote:... I thought he had said earlier that he would not be making a bid.

"Ex-boss plots £125m deal to buy Stobart."
that being the headline from The Times.

Thanks for the update.

The "No Intention to Bid Statement" was in the second section of the RNS back on 16 October 2019 headed:

TVFB (3) Limited ("TVFB"), a company controlled by Andrew Tinkler
https://www.investegate.co.uk/eddie-stobart/rns/dbay-pusu-extension---update-on-tvfb-discussions/201910161700021376Q/

You'll see the Under Note 2 on Rule 2.8 of the Code, TVFB has reserved the right to set the restrictions in Rule 2.8 aside in the following circumstances: ... there.

The Financial Times article is available via Google's cache using the headline "Former boss Andrew Tinkler plans £75m rescue package for Eddie Stobart".

It includes Any rights issue would need the company’s shares to resume trading and Any alternative deal would also need support from its lenders!

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#265816

Postby PinkDalek » November 20th, 2019, 3:49 pm

Posting of Circular & Notice of General Meeting
Released 15:33 20-Nov-2019


https://www.londonstockexchange.com/exc ... 16539.html

General Meeting ... to be held ... on 6 December 2019 ...

The Circular and Notice of General Meeting will also be available for viewing on the Company's website at http://www.eddiestobart.com


I've read neither at this stage!

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#267050

Postby PinkDalek » November 25th, 2019, 3:51 pm

Wincanton - decision not to make an offer for the reasons contained in the RNS below:

https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/WIN/14322235.html

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#267058

Postby Bouleversee » November 25th, 2019, 4:04 pm

Thanks, PD. Very disappointing but understandable in these outrageous circumstances.

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#267323

Postby Bouleversee » November 26th, 2019, 1:04 pm

This, from the ADVFN bulletin, might amuse you:

"Eddie Stobart has attacked rival Wincanton for failing to submit a takeover bid, leaving investors with just one option to rescue the troubled trucking company. The firm said it was "disappointed" with Wincanton, which had been given access to confidential files belonging to one of its fiercest rivals. Wincanton dropped out of the running on Monday afternoon, citing concerns about Eddie Stobart's finances. - Telegraph"

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Re: Eddie Stobart Logistics plc (ESL - AIM)

#267327

Postby PinkDalek » November 26th, 2019, 1:12 pm

Bouleversee wrote:This, from the ADVFN bulletin, might amuse you: ...


Yes but that's merely a journalist's rehash of the RNS released yesterday evening:

https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14322374.html


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