THE TIGERS WE HAVE FIGHTING FOR US ;
CLEAN AS SNOW ( ISH ).
RNS Number : 3491V
Metro Baltic Horizons PLC
Save as set out
below, neither of the Directors:
(i) has any unspent
convictions in relation to indictable offences; or
(ii) has been
bankrupt or entered into an individual voluntary arrangement; or
(iii) was a director
of any company at the time of or within 12 months preceding any receivership,
compulsory liquidation, creditors' voluntary liquidation, administration,
company voluntary arrangement or any composition or arrangement with that
company's creditors generally or with any class of its creditors; or
(iv) has been a
partner in a partnership at the time of or within 12 months preceding any
compulsory liquidation, administration or partnership voluntary arrangement of
such partnership; or
(v) has had his
assets the subject of any receivership or has been a partner of a partnership
at the time of or within 12 months preceding any assets thereof being the
subject of a receivership; or
(vi) has been subject
to any public criticism by any statutory or regulatory authority (including any
recognised professional body) or has ever been disqualified by a court from
acting as a director of a company or from acting in the management or conduct
of the affairs of a company.
Fyntel Limted, a company of which Mr Reid was a director, was wound up
by members' voluntary liquidation in 2006.
15 April 2011
The Board of Metro
Baltic Horizons plc ('Metro' or the 'Company') is pleased to announce the
appointment, effective today, of Tim Crowley as a non-executive director to the
Company. The Directors welcome Mr Crowley to the Board and look forward to
working with him both going forward.
Sensan
Investment Holdings No 1 Ltd above 11%
Trentor sells out to
0%
Can` t even form a quorum properly.
More good news.
RNS Number:
8184Q.
The Company announces
that at the Annual General Meeting held on 25 October 2011, all proxy votes
received nominated the Chairman of the meeting as their proxy. Consequently, as
two members present in person or by proxy are required to make a quorum, the
meeting not being quorate is now adjourned until 9 November 2011 at 9.30am. The
adjourned meeting will now be held at 75 St Stephens Green, Dublin 2,
Ireland and all proxies received will remain valid. The Articles of
Association of the Company specify that at the adjourned meeting one member
present in person or by proxy shall constitute a quorum.
Worldwide Opportunity
Fund (Cayman) Ltd above 15% very rapidly.
New auditors (Grant
Thornton)
----------------------------------------------------------------------------------------------------------------
THE OLD DIRECTORS
HAVE THE FEMALE FIGUREHEAD ( Mart Habakuk and Mr James Kenny).
Eagleheads
is pleased to announce a cash offer for MBH
MBH
Shareholders who accept the Offer will be entitled to receive 9 cents
(7.1 pence) in cash for each MBH Share.
|
Eagleheads Investments OÜ
Margarita Novikova
A Shore capital disclaimer
|
|
The Offer shall be made solely by
Eagleheads and neither Shore Capital nor any of its affiliates are making the
Offer.
To the extent permitted by applicable
law and, in accordance with, and to the extent permitted by normal UK market
practice, Eagleheads or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases of, or
arrangements to purchase, MBH Shares, other than pursuant to the Offer, before
or during the period in which the Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Such purchases, or arrangements to
purchase, will comply with all applicable UK rules, including the rules of the
London Stock Exchange to the extent applicable. In addition, in accordance
with, and to the extent permitted by normal UK market practice, Shore Capital
and its affiliates may engage in purchasing activities consistent with their
respective normal and usual practice and applicable law. Any information about
such purchases will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange website,www.londonstockexchange.com.
Eagleheads has friends in the city ( An
extra 5% ,of the capital )
CASH OFFER
by
Eagleheads Investments OÜ ("Eagleheads")
for
Metro Baltic Horizons plc ("MBH")
Receipt of irrevocable undertaking to accept the Offer in respect of
1,408,000 MBH Shares, representing 5.37 per cent. of the existing issued share
capital of MBH
On 19 July 2012, Eagleheads announced a firm
intention to make an offer for 100 per cent. of the issued share capital of MBH
not already owned by Eagleheads. Eagleheads is interested in 4,149,525 MBH
Shares, equivalent
to 15.84 per cent.of the existing issued share capital of MBH
and The Eagleheads
Group is interested in
4,193,091 MBH Shares, equivalent to 16 per cent. of the existing issued share
capital of MBH.
Eagleheads has now received an irrevocable
undertaking from an MBH Shareholder ("Relevant Shareholder") to
accept the Offer in respect of the 1,408,000 MBH Shares held by it,
representing 5.37 per cent. of the existing issued share capital of MBH.
This holding represents the Relevant Shareholder's entire interest in the
capital of MBH at the date of this announcement.
--------------------------------------------------------------------------------------------------------------------------
THE NEW BOARD FIGHTBACK BEGINS.
Metro Baltic Horizons plc
Response to the announcement of a
Cash Offer by Eagleheads Investments OU
For immediate release
20 July 2012
The board of Metro Baltic Horizons plc ("MBH" or the
"Company") notes cash offer for the entire issued share capital of
MBH (the "unsolicited Offer") by Eagleheads Investments OU
("Eagleheads").
Preliminary observations on the unsolicited Offer
Eagleheads has been formed by Metro Capital Management AS
("MCM"), affiliates of MCM and Ms Margarita Novikova.
MBH is close to filing claims in excess of €20 million against MCM and
others.
The Board's preliminary view is that the unsolicited Offer is an effort
to win control of the Company at an offer price value of €2.36 million for the purpose
of stopping MBH pursuing legal claims against MCM (and others) and to acquire
its principal asset at a significant undervalue.
MBH is at an advanced stage of preparation of legal proceedings against
the Company's former directors and professional advisers, including MCM and its
principal, Mart Habakuk, and TAS (formerly Metro Frontier Limited, a wholly
owned subsidiary of MCM) and its former principal, James Kenny. The Board
anticipates that such claims will be for an amount in excess of €20 million and
will include serious allegations of mismanagement of the Company.
The Board believes that shareholders suffered a loss in the value of
their shares due to the mis-management of the Company's assets by MCM when it
was the Company's investment adviser between December 2006 and its dismissal in
August 2011. The Board fears that similar mismanagement might cause
further losses if Eagleheads gains control of the Company.
The Board has set out its preliminary observations on the unsolicited
Offer below:
1. Valuation
- The Company's
NAV has fallen dramatically since the initial admission of the Company's shares
to AIM as a result of the mismanagement of the Company (as stated in the
trading updated dated 3 August 2011 and Chairman's statements to the Annual
Reports for the years ended 31 December 2010 and 31 December 2011). The
mismanagement included, inter alia, excessive leverage, misleading
announcements, the purchase of properties from related parties, including
MCM/or and parties related to it, and unauthorised profits to the manager.
- The Company's
NAV stated in the 2011 annual report of 12.50 Euro cents was arrived at on a
conservative basis, after deducting various costs including (i) investment
management fees claimed by MCM, which the Board does not intend to pay given
MCM's breaches of duty as investment manager, and (ii) purported liabilities
and costs that are contested by the Company and which are associated with the
loan note transaction pursuant to security granted over the St Petersburg site
in favour of a former wholly-owned subsidiary of MCM.
- Valuations
can be prepared on various bases. The valuation of the St Petersburg site
referred to in Eagleheads' announcement was prepared in connection with Russian
court proceedings on a forced sale basis and is not directly comparable with
the open market value that MBH will seek in the event of a sale of the
property. The Board is currently reviewing its options in the market at the
same time as disputing the validity of the loan facility allegedly secured on
the property. This is anticipated to lead to a decision to place the property
on the market, which was independently valued at 31 December 2011 at €6.2m.
- The Board has
prepared litigation based on a reasonable expectation of material
recoveries. The value of such litigation cannot be reflected in the
accounts.
- Accordingly, while the Board
believes that the NAV is fully and accurately calculated in accordance with
MBH's accounting policies, it does not reflect the full potential value of the
Company.
2. Delisting
In addition, the unsolicited Offer clearly states Eagleheads' intention
to seek the cancellation of the Company's admission to AIM. The Board believes
that the AIM quotation and related corporate governance and disclosure
requirements provide a valuable set of protections for Shareholders which could
be lost should MCM acquire control of the Company.
3. Additional concerns
In addition, the Board has the following concerns with the content of
the unsolicited Offer:
- The Board believes
that the unsolicited Offer is misleading in that it refers to a purported right
on the part of MCM to convert outstanding investment management fees into
ordinary shares in MBH. While an amended investment management agreement was
entered into by TAS and the the previous board, the Board believes it was
subject to shareholder consent and that such specific consent was not sought
and therefore no such right exists. Furthermore this specific issue was the
catalyst for the actions taken leading to the appointment of Messrs Reid and
Murphy to the Board, in relation to what they believed to be an attempt in part
by TAS and MCM to take control of the Company. The Board also notes that the
Company does not intend to discharge these fees owing to breaches of the
Investment Management and Investment Advisory agreements.
- The
unsolicited Offer contains insufficient information on the property investment
background of Ms Novikova. MCM's property investment track record in
relation to the Company's assets is self-evident to MBH's shareholders.
- Certain of the entities disclosed in
announcement of the unsolicited Offer as related parties to MCM are the same
parties who subscribed for the disputed loan notes allegedly secured on the St
Petersburg property.
As stated above, the Board is considering its full response to the
unsolicited Offer with Fairfax and will make a further announcement in
due course. Shareholders are recommended to not take any immediate action
in relation to the unsolicited Offer.
MBH Shares in issue
MBH confirms that it has 26,200,270
ordinary shares of €0.01 each in issue and admitted to trading on the AIM
market of the London Stock Exchange with the ISIN: IM00B14GZ.
Metro Baltic Horizons plc
Holdings in Company and Directors' share dealing
Metro
Baltic Horizons PLC ("MBH" or "the Company") announces that
it has today been informed of certain dealings in its securities on 20
July 2012 and 23 July 2012.
S 208
notifications
To
summarise, notifications received under s 208 (4) of the Isle of Man Companies
Act 1985, were as follows:
|
Purchase
/ (Disposal)
MBH
Shares
|
Current
Holding of
MBH
Shares
|
Current
% of MBH Shares in issue
|
|
|
IIU
Nominees Limited
|
2,600,000
|
5,978,500
|
22.82%
|
|
Dolmen
Securities Limited
|
528,642
|
817,644
|
3.12%
|
|
Worldwide
Opportunity Fund plc
|
(4,253,642)
|
Nil
|
0%
|
Directors
Dealings
In
addition to the dealings shown above, a pension fund in which Mr Ronan Reid,
Chairman of the Company, is interested, acquired 600,000 shares (2.29% of
the MBH shares in issue) on 20 July 2012 at a price of €0.10 cents (£0.077899)
per share. As a result, the total shares in the Company in which Mr Reid is
interested is 601,285 shares representing 2.29% of the MBH Shares in issue.
RUSSIAN PROPERTY SAVED and CURRENTLY IN LIMBO
The Board of Metro Baltic Horizons PLC ("MBH") wishes to
announce that proceedings, which might have led to the forced sale of its
property in St Petersburg to satisfy a disputed loan and related security, have
been stayed by the Russian court pending the resolution of a related case which
is being bought against its former investment adviser by MBH in the Estonian
courts. The Board of MBH is pleased with this positive development, but notes
it is one step in a complex litigation process and does not represent a
definitive resolution to the matters that are the subject of said litigation
THE CURRENT BOARD .MUST BE MORE CAREFUL WITH LANGUAGE
The following amendments has been made to the 'Litigation update'
announcement released on 26 July 2012 at 0905 under RNS No 5960I.
The amendment comprises the insertion of the words "a former wholly
owned subsidiary of" before "its former investment
adviser". All other details remain unchanged. The full
amended text is shown below.
Metro Baltic Horizons plc
Litigation update
For immediate release
25 July 2012
The Board of Metro Baltic Horizons PLC ("MBH") wishes to
announce that proceedings, which might have led to the forced sale of its
property in St Petersburg to satisfy a disputed loan and related security, have
been stayed by the Russian court pending the resolution of a related case which
is being bought against a former wholly owned subsidiary of its former
investment adviser by MBH in the Estonian courts. The Board of MBH is pleased
with this positive development, but notes it is one step in a complex
litigation process and does not represent a definitive resolution to the
matters that are the subject of said litigation
EAGLEHEADS UP TO 30%
Eagleheads notes the acquisition of approximately 3.7 million shares for
10 cents per share by IIU Nominees Limited, Dolmen Securities Limited and a
pension fund in which the chairman of MBH is interested. This brings the total
announced holdings in the Company of board members and parties related to them
to 29.96 per cent. The Company has not publicly disclosed the number of shares
owned by other clients of Dolmen Securities Limited or clients of other
companies connected to the chairman of MBH.
EAGLEHEADS WITHDRAWS ,AS THE TIGER ROARS.
Eagleheads
Investments OÜ ("Eagleheads")
Response to
announcements issued by Metro Baltic Horizons plc ("MBH" or the
"Company") and withdrawal of Offer
Eagleheads notes the announcements issued by MBH on 20 July 2012 (the
"20 July Announcement"), 23 July 2012 (the "23 July
Announcement") and 26 July 0212. Defined terms in this announcement
are the same as those used in the offer document dated 19 July 2012 (the
"Offer Document").
23 July Announcement
Eagleheads notes the acquisition of approximately 3.7 million shares for
10 cents per share by IIU Nominees Limited, Dolmen Securities Limited and a
pension fund in which the chairman of MBH is interested. This brings the total
announced holdings in the Company of board members and parties related to them
to 29.96 per cent. The Company has not publicly disclosed the number of shares
owned by other clients of Dolmen Securities Limited or clients of other
companies connected to the chairman of MBH.
Upon admission to AIM in 2006, MBH was a company to which the City Code
on Takeovers and Mergers of the United Kingdom (the "Code") applied.
Due to several board changes resulting in all MBH directors being resident
outside the UK, Isle of Man or the Channel Islands the Code did not apply to
the Offer by Eagleheads.
The purpose of the Code is to ensure that all shareholders in an
offeree Company are treated fairly and are not denied an opportunity to decide
on the merits of a takeover and that shareholders in the offeree company of the
same class are afforded equivalent treatment. On this
basis, Eagleheads believes that it was in the best interests of the
shareholders of MBH to act in relation to the Offer as if the Code applied to
it (to the extent reasonably possible), and did so, whilst inviting the
MBH Board to do the same.
Parties related to members of the MBH Board have purchased MBH Shares in
circumstances where:
(a) the price paid was higher than the Offer Price (assuming that each
of the Acquisitions was at the same purchase price of 10 cents a share); and
(b) the same exit opportunity was not provided to all MBH Shareholders.
Eagleheads believes that if the Code applied to the Offer, this
behaviour may have been considered action which may result in the Offer being
frustrated, and which may deny MBH Shareholders the opportunity to decide on
the merits of the Offer. Such action is prohibited under Rule 21 of the Code.
Given the number of MBH Shares now controlled by the MBH Board and
related parties and the consequent disadvantage to the success of the Offer
that has resulted from the lack of protection provided by the Code, Eagleheads
has decided to terminate and withdraw the Offer, meaning it is no longer
capable of acceptance.
20 July Announcement
Eagleheads would also like to take the opportunity to address a comment
made by MBH in the 20 July Announcement
Eagleheads did not make the Offer for the purpose of preventing MBH
pursuing purported legal claims against MCM.
MCM has confirmed to Eagleheads that in its view the claims made by MBH
against it are unfounded and, as far as Eagleheads is aware, no legal
proceedings have been formally issued against MCM or its related parties by MBH
in any jurisdiction.
HOPEFUL SIGNS IN PROPERTY
Highlights
· Net asset value per
share (NAV) after deferred tax liabilities decreased by 68% to €0.11 (30 June
2011: €0.34). The Company's valuations remain as those reflected in the
Financial Statements to the year ended 31st December 2011.
· Total gross property
portfolio (including minority interests) valued at €8.97 million as at 30 June
2012 (30 June 2011: €18.1 million). The decrease in the gross property
portfolio primarily reflects the revaluation of the St Petersburg property
· At the period end,
the Group held a total of €6.7 million of bank and other borrowings, €3.8
million of which was held at the SPV level and as such are non recourse to the
Company
· There are still some
tentative signs of stabilisation in St Petersburg which may benefit remaining
with this property but market recovery is unlikely to facilitate any meaningful
recovery in the Pirita Tee property.
· Strategic reviews of
the St Petersburg property are underway, including longer term development
options.
· The Company intends
to imminently commence legal proceedings against various parties including the
former directors, professional advisers and investment management team in
relation to a material proportion of the losses suffered by the Company.
THE FIGHTBACK BEGINS TO RECOUP VALUE :
Issue of legal proceedings
For immediate release
8 October 2012
The board of Metro Baltic Horizons plc
("MBH" or the "Company") announces that the Company has
issued legal proceedings against its former directors and professional
advisers, including MCM and its principal, Mart Habakuk, and TAS (formerly
Metro Frontier Limited, a wholly owned subsidiary of MCM) and its former
principal, James Kenny.
Together with two if its wholly owned subsidiaries,
Pedragon Investments Limited and Goldbrick Investments Limited, the Company has
issued legal proceedings in the High Court of Justice of the Isle of Man against
Mr Robin James, Ms Kristel Meos, Mr Gunner Okk, Tolmain Advisory Services
Limited (formerly Metro Frontier Limited), Metro Capital Management AS, Mr Mart
Habakuk, Mr James Kenny, Mr Paul McGuinness, M G Capital Limited and McGuinness
Investments OU.
The claims are for damages for negligence, breach
of contract and/or breach of fiduciary duty (as applicable) arising out of the
actions of the Defendants, in particular, that the Defendants (or certain of
them together or separately) between 2007 and 2009 caused the Company's
subsidiaries to enter into a series of detrimental property and related
financial transactions, as a result of which the Group sustained substantial
losses, currently estimated to be approximately €26.6m.
Ronan Reid, Chairman, MBH, commented: "The
launch of the legal proceedings announced today underlines our determination to
recover on behalf of our shareholders the losses that were caused to Metro
Baltic Horizons by reason of the actions and inaction of its former directors
and professional advisers."
Enquiries
MBH Holdings PLC
Ronan
Reid
Tel: +353 1 6333843
Fairfax I.S. PLC Nominated Adviser
James King, David
Floyd
Tel: 020 7598 5368
MY CONCLUSION
What a fiasco.
From £1 to 3p Nice going Metro Capital Management
& Eagleheads (new vehicle to scupper our value)
The list of bad boys and girls ;
Mr Robin James
Ms Kristel Meos
Mr Gunner Okk
Mr Mart Habakuk
Mr James Kenny
Mr Paul McGuinness
Margarita Novikova
Our good guys
Sir Philip Peter Scales
Ronan Reid
Tim Crowley
Brendan Francis Murphy
The monetary value has been usurped to companies
owned by the bad crew from the good crew.
It`s the old old old story.
Legally (reading between the lines) ie the
offer of £2.1 million is admission of guilt ,in stone and black and white.
Thus, 7p per share is a given.
Can we improve upon this.My feeling is yes.
I recommend holding up to 21p and beyond .
This share has all the hallmarks of my experience
with MTT (300% gain +)
Why not substitute Eagleheads for Technoplus and
the obscurity fades.
Editor (Gold or Silver).
Gla concerned
More Musings,
Of course, this is a legal action, dodgy critters at the best of times.
The new board have shown themselves
willing and up for the fight.
Both sides have made mistakes. The old
board by trying the buyout and new board not strict enough company law wise
(language and declarations, please next time Timothy).
The good news ,see you all very soon in
the Isle of Man
Where our laws apply via the
nine-island agreement. Yet, they have their own tax laws.
Funny old life is it not.
Gla concerned (especially the good guys
).
More
Pirita tee expected (Euro 26million)
Petrogradski ( Euro 75 million)
Riga (Euro 105 million)
Total Development cost (euro 206
million)= £185 million
Less 50 % administration costing
Less depreciation land 50% =£47 million
=Possibly 72p per share.
That is from 5p to 72p,or more if the court rules in our
favour.
Of course, it may be more it may be
less.
Good luck to Ronan and the team.
--------------------------------------------------------------------------------------------------------------------------
Goldbrick Investments Ltd +++++
A derogatory term used to describe
stocks that seem to have value but are, in fact, almost worthless. An unethical
company may advertise its shares as being a good investment based on surface
appearances by presenting only positive information about the stock. This term
comes from the ironic tale that features a "city slicker" painting a
brick gold and selling it to a "hayseed" as a gold ingot.
Metro Capital Management AS, the Investment
Adviser, is an experienced and fast growing property asset manager and
developer based in Estonia with offices in
Tallinn, Riga and St Petersburg. It was
formed in 2002 following the merger of two Estonian property asset management
companies established in 1997 and 2001respectively and has a professional staff
of 19 currently managing a portfolio of 19 projects across the Baltics, ranging
from mature cash flow yielding properties to early stage development projects
in prime city locations. Gross assets under management are approximately
Euro80m of which approximately Euro50mrepresents owner's equity. To date the
compound annual internal rate of return in property developments managed by the
Investment Adviser has been in excess of60% per annum.
The Investment Adviser currently
manages property investments for approximately200 private and institutional
investors including insurance companies, pension funds, investment funds and
private banking clients of various international and local Baltic banks. This
information is provided by RNS The company news service from the London Stock
Exchange
- The Investment Manager will source and
recommend suitable property development opportunities to the Company and
expects to target development projects which can demonstrate an ability to
generate a minimum internal rate of return to the
Company of 25%, after costs.
The Investment Adviser has already
identified a number of potential opportunities for the Company which are in
line with the Company's stated investment objectives.
__________________________________________________________________________________
Metro Baltic Horizon
MET
Major Shareholders
Shareholder Type Amount % Holding
Pershing International Nominees Ltd - 10,269,857 39.20
IIU Nominees Ltd - 5,978,500 22.82
Chase Nominees Ltd - 5,260,341 20.08
Pershing Nominees Ltd - 4,153,642 15.85
Vidacos Nominees Ltd - 1,523,522 5.81
Dolmen Securities Ltd - 817,644 3.12
Director Holdings
Name Type Amount %
Holding
Ronan Reid - 601,285 2.29
Tim Crowley - 440,537 1.68
Brendan Murphy - 10,275 0.039
Preliminary investigation and
relationship with Management Team
As referred to above, with assistance
from external counsel, the Board has
conducted a preliminary internal
investigation into the affairs of the Group
including the circumstances relating to
the acquisitions made since Admission,
the counter-parties to such
acquisitions and the related financing secured by
the Group and/or its advisers in
completing such acquisitions.
Those preliminary investigations have
revealed that the Group, via the actions
of the Investment Manager (Metro
Frontier Limited ("Metro Frontier")), MCM and
the Company's financial controller (the
"Management Team"), entered into a
number of transactions involving MCM
and/or related parties to MCM and the
Board believes that the directors and
the Management Team failed to manage the
Company in its best interests and/or
with due care and skill. In particular,
the Board believes, based upon the
information it has reviewed, that:
(a) inappropriate Powers of Attorney
were issued to members of the
Management Team and in situations where
MCM was in a conflicted position;
(b) the actions of the Company's
financial controller were not
consistent with its being sufficiently
independent from Metro Frontier and
MCM.
The former directors of the Company were unaware that that Paul
McGuinness (who provided the services
of financial controller via a corporate
vehicle) was a director/employee of the
same corporate finance house as James
Kenny, who was, until his resignation
in November 2010, an executive director
of Metro Frontier and a member of the
supervisory board of MCM;
(c) the Group acquired Krasta, Metro Plaza and
Pirita from MCM
and/or parties related to it pursuant
to transactions which do not appear to
have been entered into on an arm's
length basis;
(d) procedures (in particular, those set
out in the investment
management and advisory agreements)
designed to ensure both adequate
disclosure to and protection of the
Company in the event of transactions
involving conflicts of interest on the
part of Metro Frontier and MCM do not
appear to have been followed;
(e) information provided by the
Management Team to the Board
relating to the projects and in reports
to the Company (including the extent
and nature of the Management Team's
conflicts of interest) appears to have
been inaccurate and/or misleading;
(f) the former directors of the Company
appear to have failed to
follow appropriate corporate procedure
and/or exercise material supervision of
the Management Team and/or sufficient
independent judgment in relation to
transactions entered into on behalf of
the Group and/or their implementation;
(g) sufficient due diligence, including
adequate valuations of some
or all of the properties does not
appear to have been carried out before
acquisition;
(h) the Management Team appears to have
acted without due authority
in relation to at least one
acquisition;
(i) without adequate disclosure, MCM
appears to have profited from
the sale of certain shares in OU Focus
and/or otherwise acted to the detriment
of the Group;
(j) the loan and mortgage arrangements
between the Company's
subsidiaries and BAP do not appear to
have been negotiated on an arm's length
basis and a substantial proportion of
the Loan Notes were issued to parties
related to MCM; and
(k)
finally, despite the terms of the investment management agreement and
despite repeated requests from the
Board, Metro Frontier and MCM have
failed
and/or refused to provide documentation
and information relating to the
Group's affairs to the Company and/or
its representatives.
In the circumstances, by letter dated 2
August 2011 the Company terminated its
agreement with Metro Frontier and hence
its relationship with MCM.
Given the reduced number of properties
requiring active management the Board
is considering an investment management
strategy of local advisers in Tallinn
and St Petersburg reporting directly to
the Board.
The Board continues to review the
strategic options available to the Company
and is considering legal actions against
various parties (including the former
directors, professional advisers and
Management Team) in relation to a
material proportion of the losses
suffered by the Group. The Board
believes
that legal proceedings may be in the
best interests of the Company. The Board
notes that such proceedings are costly
and there is no guarantee of success
and/or material recoveries but believes
it appropriate to seek restitution for
losses incurred as a consequence of
untoward actions taken against the Company
or acts of omission or negligence in
regard of same and from all relevant
offending parties.
Further details in relation to the
above will be announced in due course.
--------------------------------------------------------------------------------------
And more summarization,
Very keen on our chances of result
(liability already admitted re-tender offer ).
The outcome another guess;
At 5p this is tremendous value.
I expect 20-30p settlement price ,as
the defendants will settle before their names are sullied.
Gla concerned.
___________________________________________________
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