BBGI Corporate takeover - possible loss of entire value of shareholding?

itm2

wmb194 said:

itm2 said:

Thanks for all the feedback. Is there anything that I can sensibly do at this point to avoid the transfer out of our ISAs and SIPP and the associated tax implications?

I'm pretty miffed that Interactive Investor marked the "do nothing" option as the Default, when clearly it was not a good choice in view of the complications that I am now facing.

Did you read Hoenir's first post? You should point this out to your broker and see whether it can tender your shares.

It doesn't look like there have been any RNS' yet to say the offer is closed.

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

"Offer remains open for acceptance

As set out in the Offer Unconditional Announcement, BBGI Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Bidco will provide at least 14 days' notice by way of an announcement before the Offer is closed for acceptances. Once Bidco closes the Offer, BBGI Shareholders who have not accepted the Offer at that time will be unable to do so."

https://www.investegate.co.uk/announcement/rns/bbgi-global-infrastructure-s-a-npv-di---bbgi/offer-declared-unconditional/8888422

Unfortunately the deadline has now passed, and BBGI has been de-listed. At the time we selected the "Do Nothing" option for the Corporate Action we had no idea of the consequences of BBGI being de-listed and hence becoming ineligible for ISA/SIPP accounts. Had we been aware of this we would not have chosen that option.

wmb194

itm2 said:

wmb194 said:

itm2 said:

Thanks for all the feedback. Is there anything that I can sensibly do at this point to avoid the transfer out of our ISAs and SIPP and the associated tax implications?

I'm pretty miffed that Interactive Investor marked the "do nothing" option as the Default, when clearly it was not a good choice in view of the complications that I am now facing.

Did you read Hoenir's first post? You should point this out to your broker and see whether it can tender your shares.

It doesn't look like there have been any RNS' yet to say the offer is closed.

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

"Offer remains open for acceptance

As set out in the Offer Unconditional Announcement, BBGI Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Bidco will provide at least 14 days' notice by way of an announcement before the Offer is closed for acceptances. Once Bidco closes the Offer, BBGI Shareholders who have not accepted the Offer at that time will be unable to do so."

https://www.investegate.co.uk/announcement/rns/bbgi-global-infrastructure-s-a-npv-di---bbgi/offer-declared-unconditional/8888422

Unfortunately the deadline has now passed, and BBGI has been de-listed. At the time we selected the "Do Nothing" option for the Corporate Action we had no idea of the consequences of BBGI being de-listed and hence becoming ineligible for ISA/SIPP accounts. Had we been aware of this we would not have chosen that option.

No, it appears to be ongoing. Read the quote - “open for acceptance until further notice” - and look at the links in my post. 

It’s not unusual for the offer to continue in these situations where they cannot compulsorily purchase the shares. 

It was the same for IDS (Royal Mail) before they passed the 90% legal threshold and were able to get an English court to allow the acquirer to compulsorily purchase the rump.

 It’s good that Hoenir spotted it.

Stav50

wmb194 said:

itm2 said:

wmb194 said:

itm2 said:

Thanks for all the feedback. Is there anything that I can sensibly do at this point to avoid the transfer out of our ISAs and SIPP and the associated tax implications?

I'm pretty miffed that Interactive Investor marked the "do nothing" option as the Default, when clearly it was not a good choice in view of the complications that I am now facing.

Did you read Hoenir's first post? You should point this out to your broker and see whether it can tender your shares.

It doesn't look like there have been any RNS' yet to say the offer is closed.

"Offer remains open for acceptance

As set out in the Offer Unconditional Announcement, BBGI Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Bidco will provide at least 14 days' notice by way of an announcement before the Offer is closed for acceptances. Once Bidco closes the Offer, BBGI Shareholders who have not accepted the Offer at that time will be unable to do so."

Unfortunately the deadline has now passed, and BBGI has been de-listed. At the time we selected the "Do Nothing" option for the Corporate Action we had no idea of the consequences of BBGI being de-listed and hence becoming ineligible for ISA/SIPP accounts. Had we been aware of this we would not have chosen that option.

No, it appears to be ongoing. Read the quote and look at the links in my post. It’s not unusual for the offer to continue in these situations where they cannot compulsorily purchase the shares. 

It was the same for IDS (Royal Mail) before they passed the 90% legal threshold and were able to get an English court to allow the acquirer to compulsorily porches the rump.

Offer closed on 17 June. Notice given on 3 June. It's in the list of documents on your first link.

I would link to it, but being new it seems I'm not allowed. How quaint. 

"Following the Offer being declared Unconditional on 20 May 2025, Bidco announces that the Offer will close for acceptance at 1.00 p.m. on 17 June 2025."

wmb194

Stav50 said:

wmb194 said:

itm2 said:

wmb194 said:

itm2 said:

Thanks for all the feedback. Is there anything that I can sensibly do at this point to avoid the transfer out of our ISAs and SIPP and the associated tax implications?

I'm pretty miffed that Interactive Investor marked the "do nothing" option as the Default, when clearly it was not a good choice in view of the complications that I am now facing.

Did you read Hoenir's first post? You should point this out to your broker and see whether it can tender your shares.

It doesn't look like there have been any RNS' yet to say the offer is closed.

"Offer remains open for acceptance

As set out in the Offer Unconditional Announcement, BBGI Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Bidco will provide at least 14 days' notice by way of an announcement before the Offer is closed for acceptances. Once Bidco closes the Offer, BBGI Shareholders who have not accepted the Offer at that time will be unable to do so."

Unfortunately the deadline has now passed, and BBGI has been de-listed. At the time we selected the "Do Nothing" option for the Corporate Action we had no idea of the consequences of BBGI being de-listed and hence becoming ineligible for ISA/SIPP accounts. Had we been aware of this we would not have chosen that option.

No, it appears to be ongoing. Read the quote and look at the links in my post. It’s not unusual for the offer to continue in these situations where they cannot compulsorily purchase the shares. 

It was the same for IDS (Royal Mail) before they passed the 90% legal threshold and were able to get an English court to allow the acquirer to compulsorily porches the rump.

Offer closed on 17 June. Notice given on 3 June. It's in the list of documents on your first link.

I would link to it, but being new it seems I'm not allowed. How quaint. 

"Following the Offer being declared Unconditional on 20 May 2025, Bidco announces that the Offer will close for acceptance at 1.00 p.m. on 17 June 2025."

Ah okay, thanks. It was a nice try.

Siversea

I am in the same situation as I took the Default choice as happened during transit from one provider to another platform.  Now unwittingly own unlisted shares with no information about my position or market for my shares. Very worrying and I am trying to find a solution. 

Siversea

Thank You Hoenir for your useful information!!

I have spoken to MUFG, by telephone on +44 (0) 371 664 0321. Regardless of  you have not accepted the Offer or any other reason you will still receive your money at the end of June via your broker or platform just after 31 June.  This because the Take Over has gone "  Totally Unconditional"   ....so evey shareholder regardless gets paid out. 

masonic

Siversea said:

Thank You Hoenir for your useful information!!

I have spoken to MUFG, by telephone on +44 (0) 371 664 0321. Regardless of  you have not accepted the Offer or any other reason you will still receive your money at the end of June via your broker or platform just after 31 June.  This because the Take Over has gone "  Totally Unconditional"   ....so evey shareholder regardless gets paid out. 

The offer was conditional on "valid acceptances to be received in respect of 90% of BBGI Shares by 20 May 2025", otherwise the offer would have lapsed and nobody would have been paid out. Providing there was sufficient takeup of the offer by the unconditional date, the offer became unconditional, at which point all who had taken it up would be paid and they were no longer at liberty to withdraw their acceptance. However, the offer remained open for almost a month beyond the unconditional date.

In the Notice of Offer Closing released on 3rd June, it was stated that "In light of the above, BBGI Shareholders are strongly encouraged to accept the Offer prior to 1.00 p.m. on 17 June 2025, in order to avoid holding illiquid BBGI Shares and/or BBGI Depository Interests and to ensure that they realise value for their BBGI Shares in cash at a premium pursuant to the Offer and under the proposed Offer timetable."

If what you were told is true, then there would be no need for anyone to be urged to take up the offer at such a late stage.

It is not beyond the realms of possibility that a compulsory purchase is in the works, but it would seem to be separate to this recommended cash offer, and there would be no guarantees it would be on such favourable terms, and highly unlikely it would complete by Monday (there isn't a 31st June). What was mentioned in the previously released documents was a potential sale of assets followed by distribution to remaining shareholders as the positions were wound down.

But do let us know if the shares disappear and cash turns up in your investment account next week.

itm2

Siversea said:

Thank You Hoenir for your useful information!!

I have spoken to MUFG, by telephone on +44 (0) 371 664 0321. Regardless of  you have not accepted the Offer or any other reason you will still receive your money at the end of June via your broker or platform just after 31 June.  This because the Take Over has gone "  Totally Unconditional"   ....so evey shareholder regardless gets paid out. 

I'm wondering if the information they gave you was specific to this takeover, or whether they were telling you what was "normal" in these situations?

TheTelltaleChart

itm2 said:

Further to this, Interactive Investor advised in the de-listing notice for BBGI that the unlisted shares that we now hold are not eligible to be held in either an ISA or a SIPP, and that "we will arrange to move your shares to a linked trading account, opening one on your behalf if you do not already have one".

Is it completely clear that they propose to move the shares in a SIPP to a trading account, and not just the shares in an ISA? Because this is what I'd expect for an ISA (in which unlisted shares are not eligible investments), but not at all for a SIPP.

In general, unlisted shares can be allowed in a SIPP. II's terms probably don't allow you to acquire unlisted shares in their SIPP, but now they're there, they may have to put up with letting them stay there.

Could they have forced you to accept the offer, to avoid unlisted shares ending up in their SIPP? I don't know, but it's apparently too late for that now.

Could they try to force you to transfer the shares to another SIPP, whose terms allow holding unlisted shares? I don't know.

But I don't see how they can transfer the shares from a SIPP to a trading account. That looks to me like an unauthorised withdrawal from a pension.

itm2

TheTelltaleChart said:

itm2 said:

Further to this, Interactive Investor advised in the de-listing notice for BBGI that the unlisted shares that we now hold are not eligible to be held in either an ISA or a SIPP, and that "we will arrange to move your shares to a linked trading account, opening one on your behalf if you do not already have one".

Is it completely clear that they propose to move the shares in a SIPP to a trading account, and not just the shares in an ISA? Because this is what I'd expect for an ISA (in which unlisted shares are not eligible investments), but not at all for a SIPP.

In general, unlisted shares can be allowed in a SIPP. II's terms probably don't allow you to acquire unlisted shares in their SIPP, but now they're there, they may have to put up with letting them stay there.

Could they have forced you to accept the offer, to avoid unlisted shares ending up in their SIPP? I don't know, but it's apparently too late for that now.

Could they try to force you to transfer the shares to another SIPP, whose terms allow holding unlisted shares? I don't know.

But I don't see how they can transfer the shares from a SIPP to a trading account. That looks to me like an unauthorised withdrawal from a pension.

 I contacted them today to ask that they delay the transfer out of the ISAs and SIPP at least until the takeover process is complete. Their reply was:
"I'm afraid we can't do that. The ISA rules are clear that unlisted shares aren't ISA-eligible so we have to move them out of the account to comply with the ISA regulations"

For some reason they didn't mention the SIPP - I have asked them to clarify this.