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Takeover Panel - will it only act after the takeover?

Monday, Feb 06 2012 by
3

Observation re-posted by Oxo42: letter to the takeover panel


Dear Sirs

Just in case you are unable to make the telephone call today I would like to put my concerns in writing, so that they are on record

1) I still dispute that Mr Ophir was an independent Director, his backers were just about the only shareholder to accept the 0.1p offer.

2) The independent Directors have a duty to procure the best deal on behalf of all shareholders and seek the best deal. They advised acceptance of a 0.1p offer from Ross, this was clearly not the best available deal as he doubled the offer within days. Were companies like Weatherford International and Derby Unitex approached by the independent directors, they signalled their interest by buying shares?

3)The company has refused to release any further financial information to shareholders after the unaudited six monthly accounts on 1st September. At this time the company's outlook was strong, six weeks later it faced administration. No explanation was given by the independent directors as to where the money went. Rumours suggest it has been used to pay off half the pension deficit, acquire stock and fixed assets, none of which has been pointed out to shareholders and would suggest a much stronger financial position than portrayed. From your own website: The Code is designed to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. In this case the Chairman Ross and his Oval employee Sands, the only remaining Directors of Cosalt have full access as the offeror to all Cosalt financial figures. Small shareholders can only guess what has happened after September 1st

4) It was Mr Ross who threatened to withdraw funding, not the banks. This is an obvious case of coercion.

5) The company no longer has any independent Directors. Mr Ross does not own 44% of the company, this is unacceptable treatment of small shareholders

It is glaringly obvious that there is something wrong with the way this takeover has been conducted. Mr Ross has a clear advantage in terms of information and is obviously in breach of his fiduciary duties by putting his interests ahead of other shareholders.

In view of these clear breaches of the takeover code it is completely shameful that you have not taken any action against Mr Ross. His bullying of small shareholders is torrid. Please remember that Mr Ross has been in breach of regulations before, Cosalt were the only company to take him back. He is not to be trusted.

Yours sincerely


Filed Under: Energyservices,

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Cosalt plc is engaged in the provision of safety products and services for marine industry and offshore oil and gas industry. The Company's products consist of liferafts, including commercial/leisure liferafts and inflatable rescue boats; lifeboats, such as enclosed/open lifeboats; lifejackets, including offshore lifejacket, leisure lifejackets and immersion suits; fire safety products, such as fire suppression systems, breathing apparatus, gas detection equipment, fire hoses and accessories, fire extinguishers, fire suits and fire-protection clothing; lifting/tooling and inspection products, including pneumatic/hydraulic/electric tools and fall arrest equipment; wire and fiber ropes, and workwear. It also provides marine and offshore services,such as marine/offshore safety testing, inspection and maintenance services, and marine and industrial safety equipment leasing services. On August 26, 2011, the Company disposed of the Marine division to Survitec Group Ltd. more »

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7 Posts on this Thread show/hide all

Oxo42 6th Feb '12 1 of 7
1

Clear,correct details,far superior to my sum up.Complete agreement

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rvismith 6th Feb '12 2 of 7
1

Excellent letter, explaining the position us Cosalt shareholders are in, and what we are up against when our Chairman is also leading the company trying to take us over.

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Oxo42 6th Feb '12 3 of 7
1

D Ross is also !00% owner/chairman of Oval,currently in takeover discussions with Cosalt.
D Ross is also 100% owner/chairman of Kandahar, selling/hireing/leasing 2 Cranes/equipment to Cosalt NOW !
D Ross is also 56% owner/chairman of Cosalt currently in takeover discussions of Cosalt via Oval !

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Oxo42 6th Feb '12 4 of 7
1

Stop the Oval Ross Takeover(SORT) is leading a campaign against this imo illegal unjust takeover,this is the ultimate "insider dealing" stood on its head.With over 150 shareholders united under the SORT heading,SORT has underway a Block vote of 23% against Ross" intent to take Cosalt private, shares off the LSE.Join SORT Cosalt and pledge your share/votes to ezaspect@gmail.com,in total secure confidential Email pledge.

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Oxo42 6th Feb '12 5 of 7
1

Correction,This first class post was written by Ravenna23 and re-posted by myself Oxo42.contact SORT.Cosalt ezaspect@gmail.com to pledge share/votes

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ezaspect 6th Feb '12 6 of 7
2

The Takeover Code

THIS IS THE AD ON THE FRONT PAGE OF THE TAKEOVER PANEL WEBSITE

"The Code is designed to ensure that shareholders are treated fairly, are not denied an opportunity to decide on the merits of a takeover and are afforded equivalent treatment by an offeror. It provides an orderly framework within which takeovers are conducted."

1. Shareholders have not been treated fairly.

2. Shareholdes are denied information to decide the merits of the takeover.

3. Shareholders are denied information by the Chairman, who is also the offerer.

4. The orderly framework the TP provides is open to abuse by ruthless offerers e.g. Chairman-Offerers.

David Ross has an 80/20 advantage over shareholders, while according to the Takeover Panel he is aboiding by the rules.
,
The FSA tightened the rules when David Ross was discovered to have broken them in 2008, when he mortgaged his CARPHONE Warehouse shares without informing the company - forcing him to resign from a string of high-profile plc boards.

The FSA did not drop the rule David Ross undermined, they tightened it up to ensure people like David Ross would not get away with breaking the rule in the future.

WILL THE TAKEOVER PANEL ENSURE THERE RULES ARE APPLIED AS THEY INTEND THEM TO BE, TO ENNSURE SHAREHOLDERS ARE PROVIDED EQUIVALENT TREATMENT AS THE OFFERER - OR WILL THE TAKOVER PANEL SIT ON IT'S ARSE AND ONLY REACT AFTER IT'S RULES HAVE BEEN BROKEN?

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MADD 6th Feb '12 7 of 7
1

look like the focus could really be on the Takeover Panel over David Ross' actions with regards to Cosalt, lets hope they do what they say they are supposed to do.

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