Cambria Auto Shareholder Alert

23rd Aug '21 by Effortless Cool

14 comments 1603 reads

The post below is copied from ADVFN with permission of the author. Bossert Capital and Glenville Capital Management are planning to vote against the management bid for the company. I will be doing so too. If you are a shareholder and believe that Mark Lavery and the Cambria Automobiles (LON:CAMB) Board are robbing you with a lowball offer, then please contact Alex and/or Ben at the email addresses below:

alex@bossertcapital.com
ben@glenvillecapital management.com

They already have commitments from the owners of over 20m shares to vote against the takeover bid.

Note that, in spite of the repeated threats of delisting from the management, there is no downside of voting against the bid if you do not support it. There is a 14 day window after the offer becomes unconditional to tender your shares.

==============================================================================

IMPORTANT AND TIME SENSITIVE INFORMATION:

This is Alex Bossert of Bossert Capital. We own ~1.2m shares in Cambria.

If you own shares in Cambria please reach out to me immediately: alex@bossertcapital.com or via Twitter: https://twitter.com/alexbossert

Also, I want you all to be aware that you do not need to tender by September 3rd because if Cambria does end up getting 75% support, which then means they can force a delisting, we all have a 14 day window to tender afterwards.

"If the Offer becomes unconditional as to acceptances, it will remain open for acceptance for
no fewer than 14 days from the date on which it would otherwise have expired."

See page 48 of the offer doc:
hxxp://www.cambriaautomobilesplc.com/resources/camb_offer_final.pdf

There is lots of chatter on Twitter regarding Cambria. Here are some of the recent tweets:

https://twitter.com/kab604/status/1427663850841776133

https://twitter.com/AdamEgelberg/status/1427677984375382022

https://twitter.com/AdamEgelberg/status/1427740490301063175

https://twitter.com/sgrennan1/status/1368514089266245632

https://twitter.com/AdamEgelberg/status/1428032815602577415

https://twitter.com/AltaFoxCapital/status/1428097588880941063

https://twitter.com/alexbossert/status/1428127448722460675

https://twitter.com/AdamEgelberg/status/1428436106010300424

https://twitter.com/AdamEgelberg/status/1428684352662216705

https://twitter.com/puppyeh1/status/1428694943048953863

https://twitter.com/alexbossert/status/1429138700106149888

https://twitter.com/kab604/status/1428637271981531136

https://twitter.com/Symmetry_Invest/status/1428623654779228164

https://twitter.com/AdamEgelberg/status/1429159766111182855

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Effortless Cool

23rd Aug '21

Copied from the Friday SCVR.

The "ahead of expectations" announcement from Vertu Motors (LON:VTU) this morning serves to further emphasise the disgraceful behaviour of the Board of Cambria Automobiles (LON:CAMB).

On 22 March, the company announced that it had consented to a "Management Team" exploring a possible acquisition at a price of 80p per share. The Management Team comprised Mark Lavery (CEO and a 40% shareholder), James Mullins (FD), and Tim Duckers (MD).

On 17 May, it was announced that the Management Team had now become a "Management Offeror", just Mark Lavery, but that James Mullins and Tim Duckers would continue in their current roles regardless of the outcome.

On 9 June, the company announced that an "Independent Committee", comprising all directors excluding Mark Lavery, had recommended the 80p offer. Laughably, Mullins and Duckers are members of this "Independent Committee", in spite of originally being part of the Management Team putting together the takeover.

On 30 July, the bid price was increased to 82.5p.

This has gone on against a background of car dealership peers announcing record results post-lockdown. However, the Cambria Automobiles (LON:CAMB) Board seems to be deliberately trying to keep its shareholders in the dark regarding the performance of and prospects for the business. Forecasts are still suspended due to "uncertainly", a situation that seems to be unique to this company. Indeed, with only 11 days left in the current financial year, shareholders still have no indication (beyond the interims) of what the final results will look like. The same cannot be said for the "Management Offeror".

The Cambria Automobiles (LON:CAMB) hall of shame:
Philip Swatman - Chairman
Michael Burt - iNED
William Charnley - iNED
Paul Gerard - iNED
James Mullins - FD
Tim Ducker - MD
Mark Lavery - CEO

From page 48 of the offer document:

gus 1065

Hi Effortless Cool.

I agree the offer is something of a low ball stitch up, especially in light of the wider dealership sector being on a tear for the last six months or so. I’m afraid I already sold out my position a few weeks ago so am in no position to join the action. Given the bidding group has already secured over 65% of the shares in irrevocables, do you know what Bossert and Glenville are trying to achieve? Their holding is only about 1.2% of the shares in issue so other than trying to make a public stink to shame Lavery and co (do we think he really cares?) it’s hard to see them having any material impact on the process.

Gus.

Hi Gus,

According to Bossert:

Bossert Capital will not be tendering our shares. I see no reason to tender now because of the 14 day window after the first closing date. I have spoken to shareholders who comprise over 20 million shares who also plan not to tender. Given the level of opposition, I'm confident that the tender is unlikely to garner the required 75% support.

That's over 20% against. They can now add in the c.0.3% I speak for plus, hopefully, a few more will commit to the cause following posts on ADVFN and Stockopedia.

I agree with Bossert that the bid looks very unlikely to get to the 75% support level that it needs to.

Glenville have updated that they are at 20.8m confirmed votes against the takeover now (20.8%).

Sovereign Individual

Hi Effortless cool

Thank you for creating this post. I too will be voting against. I sent the details of my holding to Glenville Capital a couple of days ago. Sadly, it is not a sizeable holding but every little helps.

I'm surprised any Institutional investors agreed to this seeing how well all of the Car retailers are doing.

The company is heavily asset backed and likely to have a record year.

Wilbraham

27th Aug '21

During the day trading update released https://www.investegate.co.uk/... Not a holder but sounds similar to most other motors'.

Featured in the FT the other day:

http://www.ft.com/cms/s/0075c7...

29th Aug '21

This investor (PFH Capital) points out that Cambria Automobiles (LON:CAMB) have omitted any information as to gross margin from their latest trading update, in contrast to previous trading updates that they have issued.

Https://twitter.com/PFHCapital...

The obvious conclusion, in my opinion, is that this information looks very goood (which would be in line with peers), so they have deliberately failed to disclose, instead only quantifying the reductions in volume (the bad news).

6th Sep '21

74.76% acceptances at first closing, so close but no cigar so far.

https://www.investegate.co.uk/....

Squeaky bum time for those involved. Offer extended to 10th September.

13th Sep '21

Cambria Automobiles (LON:CAMB) announced today that the offer has acquired 75.99% of the company’s shares so has passed the 75% offer condition.

https://www.investegate.co.uk/...

Offer extended and confirms that the shares will be delisted from AIM. That 24% of the shareholders haven’t accepted to date would appear to confirm considerable disaffection with the level of the bid.

29th Sep '21

Game over. 98%+ acceptances in and compulsory acquisition of the rump announced.

https://www.investegate.co.uk/...

Leaves a sour taste for many former shareholders but s**t happens.

6th Oct '21

"Ahead of expectations" announcements from both Lookers and Marshall Motors this morning, leaving me feeling even more strongly that these people have screwed shareholders over.

The Cambria Automobiles (LON:CAMB) hall of shame:

Philip Swatman - Chairman
Michael Burt - iNED
William Charnley - iNED
Paul Gerard - iNED
Mark Lavery - CEO
James Mullins - FD
Tim Ducker - MD

23rd Feb '22

Accounts for 2020/21 published today.

https://find-and-update.company-information.service.gov.uk/company/05754547/filing-history

EPS 17.0, meaning the takeover was at an historical PE ratio of 4.9x.

Anyone else feeling shafted?

Cambria Auto Shareholder Alert

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Effortless Cool

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