Eddie Stobart Logistics plc (ESL - AIM)

[Bouleversee]

So it would seem, but I'm afraid I didn't receive that. I note that it doesn't refer to the 25% interest that is going to be charged on that £55million. Is it really not possible to get refinancing on better terms than that, when they are going to receive vast numbers of shares as well? I'm on Wincanton's side myself and disappointed they are not going to make an offer.

[PinkDalek]

So it would seem, but I'm afraid I didn't receive that. ...

Yes, I know you are not receiving the emails from InvestEgate but, if you can find the time, you could add one or two of your holdings (perhaps those that are suspended or are in bid situations) to the email alerts section below, having registered:

https://www.londonstockexchange.com/global/sso/myaccount.htm

Not only do those emails arrive, they arrive a great deal quicker than those from InvestEgate.

I note that it doesn't refer to the 25% interest that is going to be charged on that £55million. Is it really not possible to get refinancing on better terms than that ...

I'm not sure why you'd expect ESL to repeat the gory details of the proposals each and every time but, on the latter, you'll have read this from the 15 November 2019 RNS https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14309195.html (which I note was marked for immediate release on 14 November) which, in my mind at least, makes that possibility slight (subject to Tinkler's possible rescue package):

As a consequence of increased debt and lower profitability the Group will not be able to comply with certain financial covenants. The Group has negotiated an extension of certain covenant testing requirements required from its lenders and another creditor until 29 November 2019 (conditional on the Company undertaking certain actions). The Group is in discussions to extend this period to enable the completion of the Proposed Transaction

[Bouleversee]

Thank you. I will try to find time to do that when I have managed to get out to buy some food before I starve to death.

No, I don't expect them to repeat the gory details (I am sure they prefer to hide everything unpalatable) and I was noting that they didn't do so. However, I think such details should be included in such an announcement. I am actually surprised they said this:

"As a consequence of a reduction in EBIT, poor cash collection and the Company's historical dividend policy, net debt for year-end FY19 is expected to be approximately £200m, which the Board considers to be an unsustainable level for the Group. The combination of these items has led the Board to consider numerous potential options, including a sale of the Company, to ensure the continued viability of the Company.", as it seems a clear admission of incompetence or worse, and this:

"Working capital and balance sheet

Significant revenue growth over the last three years has placed substantial demands on the Group's working capital, primarily as a result of set-up activities following new business wins. This has left the Group with cash constraints at certain points of the year. Net debt for year-end FY19 is expected to be approximately £200m." which seems to be something of a non sequitur and doesn't make a lot of sense to me but perhaps that's just me being dim. Or are they talking about theoretical revenue which was never billed and collected (and no doubt will be as soon as they have acquired our shares for nothing)?

I don't understand what you mean by:

"I'm not sure why you'd expect ESL to repeat the gory details of the proposals each and every time but, on the latter, you'll have read this from the 15 November 2019 RNS https://www.londonstockexchange.com/exc ... 09195.html (which I note was marked for immediate release on 14 November) which, in my mind at least, makes that possibility slight (subject to Tinkler's possible rescue package):" , unless you think they won't get agreement to extend the existing covenants till the Dbay deal is completed in time for the meeting. Please clarify. My guess is that they would find a way round that on a temporary basis.

[Bouleversee]

Stop press: Tinkler has tabled an alternative proposal after all:

https://www.ft.com/content/f4d23bc0-105 ... il:content

I hope that link works.

[PinkDalek]

The latest RNS Reach stories issued by TVFB regarding the 'proposed equity fundraising of £70 million for injection into ESL' should be found below:

RNS Number : 6581U
TVFB (3) Limited
26 November 2019
https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/14322623.html

RNS Number : 9190U
TVFB (3) Limited
28 November 2019
https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/14326344.html

Whilst we await further news on that front, https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GB00BD8QVC95GBGBXASQ1.html indicates an off-book (XOFF) transaction timed and dated 11:01:02 28-Nov-2019 at 6.00 GBX (6p) Volume 62,150,000 Trade value £3,729,000.

That Volume represents approximately 16% of the 379,347,372 shares in issue.

I'm only guessing but would that be a fire sale by Link Fund Solutions Ltd (ex Woodford Asset Management Limited) last seen to be holding 19.99% as per https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14270625.html?

No doubt an RNS will appear in due course.

[Bouleversee]

Looks like it though one wonders why they didn't ditch the lot. All beyond me. I don't think any of the proposals are in the interests of shareholders like us.

[PinkDalek]

This was released late yesterday afternoon and is worth a read but is most certainly not positive re anything other than DBay or bust:

Eddie Stobart Logistics PLC - ESL
Response to TVFB (3) Limited
Released 16:30 29-Nov-2019
https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14329521.html

Additionally, that deal I mentioned on Thursday was most certainly the one RNSed herehttps://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14329757.html resulting in Funds under the discretionary management of DBAY Advisors Limited then holding 27.10% of ESL.

That 27.1% (as at 28 November 2019) would be before the 3 late disclosed deals shown here https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GB00BD8QVC95GBGBXASQ1.html where a further 46,000,000 shares have been traded off-book, all at 6p. Roughly another 12%.

Who holds those will presumably be RNSed next week.

In passing, I've heard nothing from my broker on the DBay proposed transaction, the General Meeting being on Friday 6 December 2019 as we (both!) know. Any vote I may be able to make won't make a difference anyway.

[Bouleversee]

Many thanks, PD. I have heard nothing from my broker either. As I said before, I simply don't understand what is going on. How can all these millions of shares be traded off book at widely diverging prices when dealings are suspended and we are locked in with no escape and I feel sure will get little or nothing at the end of the day. Who are the lenders referred to? I'm beginning to wish they would go bust and that Wincanton would take over their activities from the administrators for peanuts. Wouldn't put anything in my pocket but I'd like to see the collaborators (to put it politely) hoist by their own petard. They can't have sent out any voting papers yet or we would have heard from our brokers. I'm surprised Woodford or successors have not said anything publicly. Oh well, even with ESL written down to zero, a.t.m. my main p/f is up around 19% since Jan. 1 so what the heck financially? Doesn't stop me being cross about dodgy dealings though.

[Bouleversee]

Article in FT confirms that the large stake was acquired from Woodford Investment Management. I wonder if Woody will benefit personally in some way.

[PinkDalek]

[How can all these millions of shares be traded off book at widely diverging prices when dealings are suspended and we are locked in with no escape and I feel sure will get little or nothing at the end of the day.

Agree on your final point but I'm unsure what you mean by wildly diverging prices. All I've seen is off book transactions at 6p. In the same way that I could agree to buy your holding at 6p should you so desire! A form or two and we are done. That's not an offer btw.

Who are the lenders referred to?

I think you've asked previously but I've never bothered to look. Much of it is bank loan of one type or another (including a large revolving finance facility) and if one looks at the ESL Charges Register https://beta.companieshouse.gov.uk/company/08922456/charges one can find Bank of Ireland. As you will have noticed, they also mention another creditor, without naming them, when talking of the negotiations of extending certain covenant testing requirements. The last published accounts also mention a finance facility in Belgium secured locally but that was relatively small.

Article in FT confirms that the large stake was acquired from Woodford Investment Management.

Presumably the article entitled Advisers recommended Dbay offer for Eddie Stobart.

Glad they are nearly up to speed.

They say Late on Friday, Dbay said it had taken its stake from 10.1 to 27.1 per cent. A person familiar with the trade said that it had acquired the stake from Woodford Investment Management at about 6p a share. but failed to mention the late trades disclosed on Friday afternoon. The 12% or so.

Perhaps they don't bother to look at such trivialities when mainly rehashing RNSs. That's new school journalists for you.

[PinkDalek]

Not many are interested in this saga but there were a couple of further news items early this morning, which I may as well record.

The first an RNS from DBay, released at 7am, daintily entitled Update on proposal. Within it they state that they and unnamed 'concert parties now hold 29.9% of the equity in the Company'.

DBAY Advisors Limited - Update on proposal
https://www.londonstockexchange.com/exc ... 29990.html

The second an RNS Reach story from TVFB, released at 7:35am. Within it they state that they 'acquired 24,708,287 shares in ESL on 29 November 2019 at a price of 6 pence per share'. That arising from two of the late disclosed trades on Friday afternoon (3,132,280+21,576,007). I've no idea what the second 21,576,007 represents, which can still be seen here https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GB00BD8QVC95GBGBXASQ1.html?lang=en.

TVFB (3) Limited - Alternative financing proposal for the recapitalisation of Eddie Stobart Logistics plc ("ESL") and response to the Board of ESL
https://www.londonstockexchange.com/exc ... 30495.html

[Bouleversee]

Trying to decide which is worst for us. Wiped out in either case, I suspect.

[Bouleversee]

This article from Logistics Managr suggests that the Dbay proposal is a done deal:

https://www.logisticsmanager.com/willia ... logistics/

But this one from Sky News "well worth a read) says that Tinkler has appealed to the Takeover Panel to prevent Dbay from voting for its own proposal on Dec. 6:

https://news.sky.com/story/rival-eddie- ... d-11875961

Still no notification from my broker IWeb of the meeting or any other information whatsoever about these shenanigans. I can't see how the meeting can go ahead.

Has there been any response to Tinkler's updated proposal, PD? I couldn't see anything on LSE since Dec. 2.

What a mare's-nest!

I am going to phone I-Web to ask whether they have received details for the voting. You might care to do the same with Lloyds, though I know it's the same stable.

[PinkDalek]

[Has there been any response to Tinkler's updated proposal, PD? I couldn't see anything on LSE since Dec. 2.

Not that I've seen.

The TVFB releases themselves are hard to find as they appear as an RNS Reach Story and do not feature on ESL's page.

I therefore go to https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GB00BD8QVC95GBGBXASQ1.html?lang=en and enter TVFB in the search box. Then see the News items.

I am going to phone I-Web to ask whether they have received details for the voting. You might care to do the same with Lloyds, though I know it's the same stable.

I attempted that yesterday but there was an expected 10 minute wait so I didn't continue. I was tempted to use webchat but ended up going to a meeting instead!

[Bouleversee]

IWeb don't advise you until after the event unless you have asked to be notified of all meetings including AGMs in which case they write to you on each occasion. No wonder dodgy directors get away with murder. Needless to say, I have expressed my views and they will be discussed. On this occasion, if I phone before 4 pm and tell them how I want to vote, having read the resolutions, they will forward my election.

I haven't been advised of the merger between Redde and Northgate either which I gather is subject to a meeting in January.

[PinkDalek]

Two more releases today. The first from TVFB via RNS Reach and the second a response from ESL. Cannot easily post details from this machine so I’ll merely provide the links.

https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/other/14335317.html

https://www.londonstockexchange.com/exchange/news/market-news/market-news-detail/ESL/14335553.html

[Bouleversee]

Thanks, PD. Interestingly, I received the ESL release but not the TVFB one. So who do we believe? The ESL one does sound a bit like blackmail. The meeting should not be going ahead in these circumstances IMO till TVFB have had a chance to prove their case and when it does there should be a resolution giving us the opportunity to vote for their proposal if we so wish and presumably it could be debated at the meeting. As it is, we have to vote for the DBay proposal or the company will collapse, so we are told. I wonder what the holdings of DBay and ESL interested parties plus irrevocable undertakings add up to compared with how many shares TVFB can speak for. There is still a nasty smell in my nostrils but am not entirely sure where it is coming from.

[Bouleversee]

What a pity we can't watch the meeting on our computers. I should imagine it will be quite lively.

[PinkDalek]

Thanks, PD. Interestingly, I received the ESL release but not the TVFB one. ...

Yes, as I said the other day:

The TVFB releases themselves are hard to find as they appear as an RNS Reach Story and do not feature on ESL's page.

I therefore go to https://www.londonstockexchange.com/exchange/prices-and-markets/stocks/summary/company-summary/GB00BD8QVC95GBGBXASQ1.html?lang=en and enter TVFB in the search box. Then see the News items.

If I knew how to get those RNS Reach Story(ies) automatically I'd save a little time.

All your other comments are noted!

[Bouleversee]

I think ESL should include TVFB's releases on their website and circulate them to those who have registered with them for company news. They clearly have vested interests and are biased. Surely both offers, when finalised and properly presented, should be put before shareholders who have a right to decide. If the meeting takes place as is on Friday, however good TVFB's offer is, the DBay offer is likely to succeed as it would be the only one on the table. Sounds like a conspiracy to me! Which body is supposed to regulate this type of corporate action?