Hi, it was valued by a UK based PLC who had made the final offer, through an independent broker, we accepted. As explained, they subsequently pulled out at the final hour, literally. I mentioned this as in my eyes it seems like a true market valuation as oppose to some accountancy based rule-of-thumb. A valuation the then-fellow directors fought hard for so it's ironic they now value it themselves at 1/20th of that. Let me know if you need any further bits of info. Thanks.
Hi, no, no further independent valuations if that's what you mean. As far as my own personal views on the valuation, yes I have some idea of this. As hinted in the initial text, April last year we would have sold for X, the buy-back is 5% of X, I would personally accept around 25% of X just to be over and done with it all. For years they've undervalued my contributions so granted, without me, unless they've raised their game significantly, they will have had an 'aha' moment, 'so this is all the shit he did for us to be so successful' so true, without me, it's all worth less. But not less by *that* much because of the recent true near-buyer valuation and because I left it in good shape and the remaining directors aren't exactly inexperienced numpties so if they chose to be well-behaved hard-working directors then they will have had ample opportunity to reach our forecasted revenues and profit levels. If they carried on as disinterested as they were when I ran the show, then it probably has crumbled. But that would be neglect of their duties which I as a shareholder surely have a right to criticise.
Is Unfair Prejudice a reasonable conclusion hence? If so, rather than suing (which probably isn't worth it), I can at least wave that flag/make that 'threat' to try and reach a more fair value valuation. After all, what I'm happy to walk away with is still some 75% discount on what I would have gotten had this PLC not pulled out at the last minute last April. But with their ability to outvote me on everything and maybe even considering winding up the company and transferring the assets to some new Ltd, I'd consider a settlement and be free of this dead weight situation.
Yes you could waive it.
This beyond my area so I will opt out and allow another to answer it
OK Thanks. On my side it shows as Answered, with you assigned to it. Hopefully someone will indeed carry on from where you left off soon. Appreciate you taking the time to see whether you can add value to this or not.
Thanks for picking up on this.
As far as I can tell, there is no Shareholders Agreement. I only have a copy of the Articles of Association and understand a Shareholders Agreement is no legal requirement. I don't remember ever seeing or signing one myself either and given our/their style of business, I'd be surprised if there was one. So no SA.
The rest is to my most recent knowledge at the start of financial year 2013-14 when I was still involved. Perhaps it has changed but until the new annual reports are in, I have no way of knowing.
No debts to speak of. It's 'just' a medical distribution company so in terms of assets, no great deal involved like significant IP, no property or machinery owned etc. A database of customers, a reputation etc. sure, as well as some small NHS tenders won (no firm commitments from the NHS part though to actually buy). So no significant assets to speak of.
Cash flow does play a role as they offered me instalments of about 2K a month up to the total they had offered.
They've not made clear whether it's the company offering to buy back the shares in a company buy-back deal or (one of) the individual directors seeking to have the shares transferred. I understand there is a slight difference procedurally and perhaps tax-implications, capital gains tax etc. I don't know whether this has any bearing on my potential strategies.
The irony in all this is, if the value really has tanked 90% just because I left, it shows they value me at 90% of the total company value! They should have thought of that earlier then... But yes, I was valuable or even instrumental given their notable absence but that doesn't change the fact the company makes a certain level of turnover and resulting profits which continued (i've seen it) after I resigned. And they are responsible for keeping up the performance, not me.
I'll check the Company Act references you've kindly given. If you have any further thoughts based on the above, or additional questions, I'm all ears.