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

masonic

itm2 said:

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.

There's a relevant Pension Ombudsman decision that is probably worth a read: https://www.pensions-ombudsman.org.uk/sites/default/files/decisions/CAS-37994-X1V8.pdf

This explores the available options and supports the view that an unlisted investment could not simply be removed from a SIPP. The available options would seem to include buying them out of the SIPP into a general investment account, but as this would be a related party transaction, a fair market valuation would be required to avoid it being an unauthorised withdrawal, but market value is not currently possible to determine. Or, they could be donated to charity, which again would require HMRC to deem them worthless to avoid it being an unauthorised withdrawal, and the shares clearly do still have value at this point.

itm2

masonic said:

itm2 said:

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.

There's a relevant Pension Ombudsman decision that is probably worth a read: https://www.pensions-ombudsman.org.uk/sites/default/files/decisions/CAS-37994-X1V8.pdf

This explores the available options and supports the view that an unlisted investment could not simply be removed from a SIPP. The available options would seem to include buying them out of the SIPP into a general investment account, but as this would be a related party transaction, a fair market valuation would be required to avoid it being an unauthorised withdrawal, but market value is not currently possible to determine. Or, they could be donated to charity, which again would require HMRC to deem them worthless to avoid it being an unauthorised withdrawal, and the shares clearly do still have value at this point.

Interesting - thanks for this.

dag1011

I’m in the same boat unfortunately and Hargreaves Lansdown have messaged me to say my investment is being transferred from ISA to GIA. I’m hoping we’ll get our shares bought off us in due course. Let us if you hear anything and I’ll do the same. Valuable lessons learnt!

jimjames

dag1011 said:

I’m in the same boat unfortunately and Hargreaves Lansdown have messaged me to say my investment is being transferred from ISA to GIA. I’m hoping we’ll get our shares bought off us in due course. Let us if you hear anything and I’ll do the same. Valuable lessons learnt!

Is it a flexible ISA? If so can the value be returned before the end of the tax year?

masonic

jimjames said:

dag1011 said:

I’m in the same boat unfortunately and Hargreaves Lansdown have messaged me to say my investment is being transferred from ISA to GIA. I’m hoping we’ll get our shares bought off us in due course. Let us if you hear anything and I’ll do the same. Valuable lessons learnt!

Is it a flexible ISA? If so can the value be returned before the end of the tax year?

HL's S&S ISA isn't flexible.

NickAnt1961

Hi, I am with Hargreaves Lansdowne and have the in a SIPP. I was not aware of the situation until I noticed the value of my holding go down to Zero after the delisting.  I have contacted Hargreaves Lansdowne and said I felt the default option should have been to accept the offer as this would have been the case if a UK share company been bought out in this way.. My father had  recently died and had been very busy trying to sort everything out. 

I have yet to receive any proper feedback from Hargreaves about this. 

I have also contacted BBGI shareholder relations , who came back with this:

Dear Nicholas,

Thank you for your support as BBGI shareholder. 

Sorry to hear that you missed accepting the offer ahead of delisting.

As stated in the offer document published on 6 March 2025 , given that BBGI is incorporated in Luxembourg and its shares were listed on the London Stock Exchange, there is no squeeze-out or sell-out procedure for BCI to acquire the BBGI shares of non-accepting shareholders. Given the absence of a statutory squeeze out procedure, it was a condition to the offer that BBGI shareholders approved the execution of the asset sale.

The asset sale and liquidation process is currently underway and is likely to take a few months. It is expected that, after completion of the liquidation process, the net proceeds will be distributed to BBGI shareholders. Any relevant updates will be communicated to shareholders in due course. 

NickAnt1961

In a subsequent email fro BBGI, I also received this.

As also stated in the Offer Document and subsequent updates on our website, there is no guarantee that shareholders who did not accept the offer will receive the same proceeds — whether by way of a cash distribution or liquidation — as those who did.

 

As I mentioned below, the asset sale and liquidation process is currently underway and is expected to take several months. Once completed, net proceeds will be distributed to BBGI shareholders, and we will continue to provide updates as appropriate.

 

The intention is to do the asset sale and liquidation as quickly as possible, but this process is overseen by the regulator, so it does take time, as we have warned in the various documents. We are very sorry you and a very, very small group of investors who missed the deadlines have been inconvenienced. Please know we have no interest in delaying this process and hope to complete it quickly to provide you with liquidity for your shares as soon as possible.    

 

I hope this gives you a clearer picture of our approach and the rationale behind it. Please don’t hesitate to reach out if you have any further questions.

 

If you would like to speak with me directly, I am available to assist.

 

Kind regards,

[Removed by Forum Team]

masonic

It's not up to HL what the default for the corporate action is, and it probably wouldn't be legal to force a sale on shareholders that didn't respond to the voluntary offer.

IanManc

NickAnt1961 said:

Hi, I am with Hargreaves Lansdowne and have the in a SIPP. I was not aware of the situation until I noticed the value of my holding go down to Zero after the delisting.  I have contacted Hargreaves Lansdowne and said I felt the default option should have been to accept the offer as this would have been the case if a UK share company been bought out in this way.. My father had  recently died and had been very busy trying to sort everything out. 

I have yet to receive any proper feedback from Hargreaves about this. 

Whatever you "felt", HL had no control over what the default position would be, and the documentation strongly encouraged shareholders to accept the offer.

@Hoenir has already quoted it in this thread:

"BBGI Shareholders are therefore strongly encouraged to accept the Offer prior to the Delisting Date 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 terms of the Offer as described in the Offer Document."

It's the responsibility of shareholders to deal with corporate actions and to choose how to respond to them. The fact that you didn't isn't HL's fault.

Hoenir

Corporate actions are determined by Company Law not individual's feelings as to what the process should be.