VTX - Don't you love the volatility [Archive]

Shiner

27-09-2004, 03:57 PM

VTX27/09/2004DIRECTOR REL: 1631 HRS
Vertex Group Holdings Limited DIRECTOR: VTX: Vertex Group Holdings Limited -

Change of Directors The Board of Vertex Group Holdings Limited notes the substantial securityholder notices filed today by Gould Holdings Limited and Masthead Limited. Gould Holdings has been a strong supporter of Vertex over the preceding 18months.

The Board also notes that today's transaction, at $2.05 per share,is a substantial premium over market, and it therefore reflects a positiveview of the inherent value of the Company. Resignations were received today from George Gould, Kevin Arscott and HumphryRolleston and the following persons appointed as directors to fill the casualvacancies: Mark Stewart, Warwick Webb and Warren Bell. Mr Bell is anindependent director and has been elected Chairman of Vertex Group HoldingsLimited. Mr Stewart and Mr Webb both have extensive experience in plasticsthrough their involvement with the PDL group of companies and latterly withAlto Plastics. The company is pleased to have a new cornerstone shareholderwith extensive industry experience.

Inquiries to Paddy Boyle, Managing Director, Vertex Group Holdings Limited,ph 09 415 5181End CA:00105672 For:VTX Type:DIRECTOR Time:2004-09-27:16:31:33

Seems positive to me, how do others see it? Acknowledges premium. We will see what happens now to the SP.

Nimble

28-09-2004, 08:44 AM

"no talk of merging the businesses" yet?

Gould cashes in Vertex holding
28.09.2004
By PAM GRAHAM
The country's only listed plastics company, Vertex, has a new cornerstone shareholder. The Stewart family, of Christchurch, paid $2.05 a share for Gould Holdings' near 20 per cent stake in the Auckland plastics packaging company. The deal was negotiated during the weekend. The new cornerstone shareholder pioneered plastics in New Zealand before selling out of PDL Holdings.
The sale gives George Gould, also from a Christchurch business family, a profit of about $3.8 million on an investment held for 18 months. The price, a 24 per cent premium to the $1.65 price the shares closed at on Friday, is the same investors paid in Vertex's initial public offering in mid-2002.
In the share float to list the company, Sydney-based private equity firm PEP received $60 million for a $12.8 million investment made two years earlier.
Gould entered the picture after Vertex made a shaky start to its new life as a listed company.
Vertex's shares fell 7.5 per cent on the first day they traded and dropped down an elevator shaft two months later when the company issued a profit downgrade. Investors felt duped and the Securities Commission investigated.
Gould entered as an investor in February 2003, believing the company had good long-term prospects, strong market positions and good dividend paying capacity. "I think Gould came in at the right time and assisted strongly with the turnaround of the company," said managing director Paddy Boyle. "He brought stability to the company and encouraged managers to focus on the business and as a result of that we were able to produce good results." The last annual profit of $5 million was up from $1.2 million the year before.
Boyle said he had enjoyed working with Gould and welcomed the new shareholder and its knowledge of the industry. The Stewart family has a 40 per cent stake in Alto Plastics, which competes with Vertex. Boyle said there was no talk of merging the businesses when the family's Mark Stewart visited the company yesterday.
Gould said the unsolicited offer had been for a good price and "we felt the shares were going to a good home". "It is a great company with a great future," he said.
Gould has resigned as chairman and Kevin Arscott and Humphry Rolleston as directors. Mark Stewart, Warwick Webb and Warren Bell were named in their place with Bell becoming chairman.
Vertex manufactures and supplies plastic-based mouldings and packaging in New Zealand and has factories in Auckland, Hamilton, Wellington and Hastings. It was once part of the Carter Holt Harvey group. Its market capitalisation yesterday was $53.52 million after its shares rose 2c to $1.67. Gould, whose great-great grandfather founded stock agent Pyne Gould Guinness, was not saying what he would do with the profit.
Vertex
Described as New Zealand's biggest plastics company.
Staff: 440.
Headquarters: Auckland.
Six factories in Auckland, Hamilton, Wellington and Hastings.
Annual sales: $90 million.
Founded 1941, later part of Carter Holt Harvey.
Listed on stock exchange: July 2002.

wsheridan

28-09-2004, 11:13 AM

I remember getting a right slagging off on this site for suggesting Vertex was a good buy in the low 120s in 2003 and again in 2004 when it was around 140.
I can't say I regret having my say then :)

I am sure a merger will come.... though I'm not sure if there are Commerce Commission issues.

Stewart junior isn't half the businessmen his father was.... though it was his "secretary" Lady Stewart who did a lot of work ... and isn't a dealmaker like Gould but nevertheless I think it will be a reasonable quality cornerstone shareholder with the ability to take the company further... as long as he doesn't mess too much with management.

Nimble

28-09-2004, 12:40 PM

Good call wsheridan! Purchased late 03 myself for nice recovery in 2004.

Would seem rather unusual for someone to hold significant shareholdings and assumably board seats in two competing companies. What's to prevent sensitive information from being passed in one direction or another. Surely a conflict of interest. It would be interesting to find out just how much they do compete.

foodee

28-09-2004, 01:11 PM

Nimble my last post echo similar thoughts. MS still have to prove himself.
If memory serves me right, the last I came across him was in the McCollom saga.
Wsher well called - I can't remember slagging anybody;).

cheers

moimoi

28-09-2004, 04:47 PM

Hmmm this does seem an interesting one...

agree with your comments nimble on the possible conflict.

Would you spend $13mill to take a stake in your competitor.

and why pay such a premium to get the stake...either money is no object or your desperate.

Oh and george...could you give MPM a bit of a tune up...the SP is struggling.

cheers
moi

rmbbrave

01-10-2004, 12:32 AM

The Cushings and the Stewarts.

In mid 2003 the Cushings bought 5.2% of THL for 99 cents a share. I assumed they knew what they were doing and bought 10000. THL is now at $1.95.

The Stewarts have just bought 20% of Vertex at $2.05. Is it fair to assume that they too know what they are doing and that I should follow their lead as well?

Are there any similarities between the 2 purchases?

Surely both the Cushings and the Stewarts did a truck load of high quality research before their purchases? (research that no small time investor could do )

Incidentally the Cushings sold 5.5% of Vertex in Feb 2003 for "a 6-figure profit".

Nimble

01-10-2004, 08:31 AM

Interesting to note that First NZ Capital's 12 month target is also $2.05. Wonder who advised Masthead/Stewarts?

rmbbrave

01-10-2004, 08:59 PM

At the end of trading today VTX was at $1.60 which is a 3 month low.

Does anyone think they know what they are doing or have they paid far too much for their shares?

limegreen

25-11-2004, 09:48 AM

S.R. Adams (Division General Manager) has sold out of his entire holding (69k) between 16/11 and 24/11, driving the price down to a new low for recent times.

JAMP

25-11-2004, 04:55 PM

Having just subscribed for some MVN, I am plumb broke. Otherwise these prices (to me) would represent a halfway decent entry price. Perhaps it is time I bought them to the attention of my father-in-law again?

There could be many legitimate reasons for SR Adams to sell his holding in VTX, so I'll refrain from getting too worried at this point in time.

Regards JAMP
NZX: MCH MFT RBD SAN SKX SPN VTX WRI
Unlisted: BRK

foodee

25-11-2004, 06:55 PM

Just back from being away for 7 weeks to find the sp unimpressive despite what I felt was a positive result. Do not feel SA sell down/out is a big factor. Will be watching closer.

limegreen

25-11-2004, 09:38 PM

quote: There could be many legitimate reasons for SR Adams to sell his holding in VTX

Yeah, I was going to mention that. Although he sold his whole holding, it's only a decent size deposit on a house or whatever. I'm starting to watch closely...

evedder

09-12-2004, 11:23 AM

Anyone shed some light on this share. Starting to take some interest in it!!

foodee

09-12-2004, 08:15 PM

Evedder
Can't tell you anymore than what is in the forum & VTX website. SP looking quite sick.:(

May I ask what stirred your interest in this co.

cheers

clearasmud

09-12-2004, 09:20 PM

quote:Originally posted by foodee

Evedder
Can't tell you anymore than what is in the forum & VTX website. SP looking quite sick.:(

May I ask what stirred your interest in this co.

cheers

what stirring my interest is the volatility which i'm loving.

evedder

10-12-2004, 08:29 AM

Dont know much about the co. But reasons why im interested:
No real bad news but steady falling sp. Rev and Net profit are slowly increasing. A wedge forming in the graph. Starting to become worth investigating further. Any thoughts?

10-12-2004, 09:01 AM

Evedder are they part of the cartel with Amcor that is being investigated at moment.

Phaedrus

10-12-2004, 10:35 AM

I must confess that I am puzzled as to why anyone would give this stock a second glance. Long-term it is in a trading range, going nowhere. It has been in a downtrend for months. It is not even particularly volatile - the price has only moved +/- 16% in 2 years!

http://home.ripway.com/2004-7/148483/VTX001.gif

limegreen

10-12-2004, 03:01 PM

I hold, and see little virtue in Vertex from a technical perspective (in fact I was just gloomily looking at a vtx chart before phaedrus posted this one). I think interest in the share was piqued by people following George Gould's stake. It is also trades on a fairly low PE, and there is some rumour of an increase in the dividend yield.

evedder

20-12-2004, 01:07 PM

charts looks slightly different now - still risky. But is possibly going to get taken over!!! Looks like SP is banking on this?

limegreen

20-12-2004, 01:35 PM

The chart doesn't look terribly different now. I was going to post this chart this morning, but didn't get round to it.

http://img.photobucket.com/albums/v361/limegreenz/vtx17de04.gif

It's missing today's price action, which I've clumsily drawn in at 1.54. There was (for VTX) quite a bit of volume through at the start of the current downtrend. Today's price has fairly solidly broken the steeper of the two red trends, but has some way to go before it looks like it could be clearly said to be in an uptrend. Slightly above average volume (obviously buyers coming in), have driven the price up slightly.

Friday's possible trend break was preceded by an announcement that the two independent directors are challenging the appointment of the other 3 directors, appointing by Masthead Ltd when they bought George Gould's stake in September. There is potentially some funny business here. Masthead Ltd, and the directors in particular are associated with one of Vertex's main competitors. I wouldn't be so bold as to say it looks like being taken over, BUT I note that the Masthead affiliated directors were talking down VTX's performance in relation to their directorship being challenged. If they do want to mount a takeover, then perhaps they might want to talk down VTX's prospects. So my highly uneducated guess is that the change in shareprice might reflect hope of something happening to break it out of the doldrums, rather than something specific. Here's an article on the director's stoush.

http://www.nzherald.co.nz/index.cfm?ObjectID=9003803

foodee

20-12-2004, 03:08 PM

quote:Limegreen post
There is potentially some funny business......

Agree especially when the sp is firming in an uncertain atmosphere. Masthead has the upper hand with 3 out the 5 directors from their camp.
Watching with more interest.

disc: hold

limegreen

20-12-2004, 04:03 PM

Up another 2c to close at 1.56. And definitely funny business. Managing director (4th largest shareholder, 1.9% as of May) versus directors appointed by largest shareholder (19.85%)....

There's a huge number of small holders on the register (DISC: I'm one of them!)

rawdata

21-12-2004, 03:41 PM

Nothing funny, Limegreen.

Investors are simply positioning themselves for a potential takeover by Alto Plastics - could be as high as $2.05.

That's the only way that Alto is going to be able to exert influence over Vertex - unless they want to be a passive 20% shareholder. Unlikely that Alto wants to be passive having paid a premium to obtain the 20% stake.

limegreen

21-12-2004, 03:57 PM

quote: Investors are simply positioning themselves for a potential takeover by Alto Plastics - could be as high as $2.05.

Oh, I'd like to believe that... especially with the attempt to talk down VTX's prospects.

foodee

29-12-2004, 02:50 PM

Agreed Rawdata. It has become a 'situational' as well as 'recovery' story. Time line - any guesses.
Have topped up before Xmas.

limegreen

04-01-2005, 11:07 AM

29 Dec 2004 08:53
GENERAL: VTX: Vertex Directors Appoint New Independent Chairman

The Directors of Vertex Group Holdings Limited have unanimously sought and secured the approval of the High Court to the appointment of Auckland
Chartered Accountant Tony Frankham as the new Independent Chairman of the Company. This appointment, which is an interim arrangement, will permit the board to operate in the best interests of all shareholders. The appointment leaves it open for the proceedings commenced by the company against some of the directors to continue if a negotiated resolution cannot be achieved. Paddy Boyle, Sandy Maier , Mark Stewart, Warwick Webb and Warren Bell (the retiring chairman) all welcome Mr Frankham''s appointment.

Tony Frankham is a chairman of listed company NZ Experience Limited and a Director of Auckland International Airport Limited. He is a member of the Takeovers Panel and a former member of the Securities Commission.

Possibly appointed as a more independent arbitrator for the current 'situational' intrigue?

limegreen

02-03-2005, 09:13 AM

The day after I finally get frustrated and sell and the rumoured takeover bid arrives at $1.90 (+30c on yesterday's close)

http://www.nzherald.co.nz/index.cfm?c_id=3&ObjectID=10113204

JAMP

02-03-2005, 07:26 PM

limegreen, you have my condolences.

I had a similar circumstance with CEN many a moon ago (12Oct01?). Luckily my existing sell order (last day before expiring) at $3.60 was taken out of the market and re-entered by a kind and considerate Access Brokerage at $3.90...so at least I wasn't punished too hard.

As usual the silence on the VTX front prior to the announcement was deafening. I find (from experience) that this is the case with many of the shares that I have held/still hold. With shares of this nature you need to be prepared to resolutely ride the lonely road.

In assessment of the takeover offer, I personally think that Masthead don't expect to get over the 90% bar at $1.90. Whilst they have spouted off that this represents a good price, I would be highly surprised if the masses are prepared to receive a penny less than George Gould did for his cornerstone stake.

It will be interesting to see how it values independently. It will also be interesting to see whether there is a special dividend in the offing to take advantage of any imputation credits that are available.

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPN VTX
Unlisted: BRK

SpoonMan

03-03-2005, 09:17 AM

Before the takeover offer I bought Vertex at $1.44 convinced that it was a real value buy an '05 P/E of around 8 and good projected growth in earnings for '06 and '07. In addition, Masthead had bought their stake in Vertex for $2.05 in Sept last year recognising the inherent value within VTX. Board issues with Masthead unable to exercise the level of control they wish, due to their 40% ownership of Alto Plastics and conflict of interest have led to Masthead offering to buy all the shares of Vertex for $1.90 each.

However, as the offer price only implies a '06 P/E of 9.4 and offers no premium for the potential synergies available from bringing Vertex and Alto Plastics together, I believe Masthead will be forced to raise its offer price to gain control of VTX. Investors should be aware that the process could be drawn out and may prefer to exit early if there are better investment opportunities. However, I feel that if say $2.05 were offered, around a 7.9% return above the current offer price, it represents an OK return compared to alternatives (depending on the time frame). In any case I am happy to continue holding Vertex finding comfort with the single digit P/E ratios and the forecast '05 dividend of 4.5 cents per share (and thats only around a 25% payout ratio.)

These investment views do not constitute advice and readers should seek advice from their professional advisor. Disclosure: Hold VTX

limegreen

03-03-2005, 09:57 AM

I'm somewhat bitter about my mis-timing and lack of patience. On the other hand, the funds were/are (hasn't cleared yet) destined for perhaps either FBU or GPG, or perhaps something in Australia. I'm a little disappointed to have missed the rise, but FWIW, I would have been better topping up FBU when I bought VTX anyway....

rmbbrave

06-03-2005, 12:11 PM

Vertex investors jump ship
06 March 2005
By GARRY SHEERAN

DISGRUNTLED VERTEX investors have not even bothered to wait for a possible sweetener to the $1.90-a-share offer from Christchurch's Stewart family, so keen are they to quit a company plagued by controversy since birth.

In 48 hours following a full takeover bid on Tuesday for Vertex from the family's private investment company Masthead, 1.15 million Vertex shares, or nearly 4% of the company, changed hands at prices between $1.87 and $1.91.

"That's a big number for a company like Vertex," said Macquarie Equities investment director Arthur Lim.

He said hedge funds and arbitrage players had been buying the shares, expecting the deal to go through and believing Masthead would be forced to increase its offer.

"It's a truism the first bid is never the last bid," he said.

And while it was unlikely a counter-bidder would emerge, Masthead must get 90% acceptances.

Institutions own around 9% of the company (ACC 4.8%), and Vertex managing director Paddy Boyle 1.9%.

Despite Vertex's troubled history since listing in 2003, two broker reports issued after last week's bid say $1.90 will not be enough.

A report from First NZ Capital said the offer price did not include a premium for control, despite the fact the offer was a 19% premium to Monday's closing price of $1.60.

Brokers said there was also the prospect of Vertex becoming a much stronger company by merging its operations with Alto Plastics, the biggest privately-owned plastics company, and 54% owned by Masthead.

Alto was once part of PDL Holdings, founded by Sir Robertson Stewart and controlled by the Stewart family.

There is an approximate 30% cross-over between the operations of the two companies, with prospects for savings through synergies.

The First NZ Capital report said the $2.05-a-share paid by Masthead when it bought a 19.9% stake from exiting then-chairman George Gould set a clear valuation benchmark.

A significant number of retail investors are believed to have bought into Vertex after Christchurch-based businessman Gould bought his stake in February 2003 at prices between $1.45-$1.60.

They were unable to exit profitably with Gould in September last year when he offloaded his stake to Masthead at a 20% premium to then market prices.

"But they will be willing sellers once issues surrounding the current offer become clearer," Lim said.

The Masthead bid is believed to have been spurred on by a possible unfavourable court ruling over allegations Masthead-appointed directors on the Vertex board had a potential conflict of interest.

The formal offer documents will be lodged tomorrow.

JAMP

06-03-2005, 05:47 PM

I guess a number of those sellers were just darned pleased to realise around $1.90. Here is hoping that they learn (in a constructive way) the folly of their haste.

Probably too early to say definitively, but I would be highly surprised if Masthead receive acceptances on my small parcel at their current offer price of $1.90. And I very much doubt whether Paddy Boyle will part with his holding at that price.

Just a matter of waiting for the independent valuation to see how this baby plays out. I stake my reputation on it coming in closer to $2.05 than $1.90.

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPN VTX
Unlisted: BRK

rmbbrave

08-03-2005, 12:12 PM

Ignore critics, says Vertex

08.03.05
by Georgina Bond

Vertex shareholders have been told to ignore criticisms of the company made in connection with Masthead's $49 million takeover bid.

The company was performing well and was on track to meet or exceed expectations for the year to March 31, company chairman Tony Frankham said yesterday.

He advised shareholders to wait for an independent valuation of the company, expected this month, before making decisions on their shares.

He said it was unfortunate Masthead's bid for 90 per cent of the company had involved criticism of the company's performance and of board issues relating to the potential conflict of interest of Masthead's representatives who were associated with rival company Alto Plastics.

Frankham was brought in in December to try to resolve the deadlock on the board.

Masthead's formal offer documents are due to be lodged early next week.

JAMP

21-03-2005, 09:45 PM

It would have been nice for them to release the independent valuation tonight rather than tomorrow morning...something to ponder through the night that way. One can but assume they are trying to delicately phrase something that is rather inflammatory.

Watching and waiting. Tomorrow will reveal all...perhaps!

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

Bling_Bling

22-03-2005, 04:20 PM

VTX
22/03/2005
TAKEOVER

REL: 1118 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: VALUATION RANGE RELEASED

VALUATION RANGE RELEASED

Vertex Group Holdings Limited advises that Grant Samuel & Associates Limited
has now confirmed its valuation range for Vertex ordinary shares at $2.14 to
$2.39. The Grant Samuel report itself is currently being finalised and will
be released to the NZX and posted on the Vertex website
www.vertex-pacific.co.nz as soon as it has been received by Vertex.

Vertex will make another announcement once the finalised Grant Samuel report
is posted on its website.
The committee of independent directors re-iterates its advice that Vertex
shareholders should take no action in respect of the Masthead offer until
they have received the target company statement and reviewed the Grant Samuel
report.

A N Frankham
Chairman of Directors
22 March 2005
End CA:00113123 For:VTX Type:TAKEOVER Time:2005-03-22:11:18:50

Paper Tiger

22-03-2005, 07:51 PM

quote:
VTX
22/03/2005
TAKEOVER

REL: 1701 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Masthead Response to Grant Samuel & Associates Valuation

Masthead Equities Limited has provided the following media release:

Masthead Astonished by High Valuation

Masthead Equities Limited said today that it was astonished by the high
valuation placed on Vertex by Grant Samuel & Associates.

Masthead's Mark Stewart commented: "We are very surprised by this high
valuation given the track record of this company both in terms of its share
price, which has never traded above its $2.05 listing price, and its earnings
performance.

"On the face of it shareholders, and indeed Vertex's independent directors,
are being asked to believe in a lot of blue sky in accepting this valuation.
This is territory the company has never achieved before. Frankly we are
struggling with it.

"We urge shareholders to consider the fact that our offer of $1.90 a cash
share is real and on the table now as opposed to a theoretical future
valuation that may never ever be realised."

Mr Stewart hoped that Vertex's Independent Directors would now do the
sensible and responsible thing and advise shareholders that if Masthead's bid
fails it is highly likely that the Vertex share price will plunge.

The Grant Samuel valuation is 50% to 70% above the Vertex price prior to
speculation about corporate activity. "This is truly incredible," Mr Stewart
said.
End CA:00113138 For:VTX Type:TAKEOVER Time:2005-03-22:17:01:47

:D

limegreen

22-03-2005, 08:30 PM

He's missed his real calling. I saw him say something similar on Breakfast the other morning. To be able to say that with a straight face...

I mean how much does Russ get per movie these days?

Paper Tiger

22-03-2005, 09:15 PM

Lets be honest here:
Vertex has not had a good life since it listed for reasons whch are far too numerous to go into at this time of day. In some ways the independent assessment is correct but the market has other ideas and has been consistent in it's view for many years.
SO if the takeover is unsuccessful what will happen to the company to keep the share price up at these heady heights?

limegreen

22-03-2005, 09:59 PM

A crappy house on a good piece of land commands a higher price because it's worth something to the developer, not withstanding the merits of the borer or the dry-rot....

There does seem to be a fairly strong element of playing hardball. It will depend on whose bluff is called first.

Bling_Bling

23-03-2005, 05:43 AM

VTX is worth more if there is synergies after merging with another plastic company. Is it more likely that if Masthead does not want VTX, then other plastic firms may have a peek at it? Even with all the disruptions at the top level VTX seems to be making a good profit. Would like to see the full potential of VTX with a good captian at the helm. This beast has potential if given a chance to shine.

The current turbulance gives Masthead an opportunity to acquire VTX at an reasonable price. If the board gets their act together, which seems likely now with a kick in their backside, Masthead may not get that opportunity again in the future to buy a cheap asset. I think Masthead will get the entire company at $2.20. Bling will sell to them at $2.20. :)

JAMP

23-03-2005, 07:46 AM

The die has been cast.

Thank goodness for independent directors. As a director of VTX, Mark Stewart has a fiduciary duty to act in the best interests of all shareholders. Is to try and talk the value down for the benefit of a select group of shareholders in the best interests of all shareholders?

Masthead are now stuck between a rock and a hard spot. They know that if they were to commission a second independent valuation that it would value up in a similar range to the Grant Samuel & Associates valuation. They won't wish to posture too much more, as at the end of the day most of the compromise in any further action will need to come from them. They also won't want to walk away. I should think a family like the Stewarts is used to winning the game, and to have egg on the face from a failed play wouldn't go down well with the rest of the clan.

Just a case of waiting to see whether the next real move occurs before or after Easter. I am picking after, but not by much.

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

Bling_Bling

24-03-2005, 09:52 AM

VTX
24/03/2005
TAKEOVER

REL: 1014 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Grant Samuel Report Released

Grant Samuel Report Released

Potential Competing Offer Indicated

Vertex Group Holdings Limited advises:

1. The Grant Samuel & Associates Limited independent advisors' report
will be posted on the Vertex website www.vertex-pacific.co.nz this morning.

2. The Grant Samuel report values Vertex shares in the range of $2.14 to
$2.39. The Masthead offer is $1.90 per Vertex share.

3. The committee of independent Vertex directors has received an
approach from a third party which has indicated that, subject to the
fulfilment of certain pre-conditions, it intends to make a full cash takeover
offer for Vertex. The independent committee is in negotiation with that
party in an effort to clarify and agree the pre-conditions. If these
negotiations are successful (which cannot be assured), the independent
committee believes that notice of a full takeover offer by that party is
likely to be given during the currency of the Masthead offer. Present
indications are that the offer price would be within the Grant Samuel
valuation range.

4. In view of the factors described in paragraphs 2 and 3 above, the
independent committee reiterates to Vertex shareholders that the Masthead
offer should not be accepted at this time. In any event, as the Masthead
offer has been extended until 26 April 2005, the independent committee's view
is that there is no advantage to shareholders from early acceptance of the
Masthead offer.
End CA:00113234 For:VTX Type:TAKEOVER Time:2005-03-24:10:14:54

rmbbrave

24-03-2005, 02:40 PM

Second Vertex suitor warms up on sidelines

24.03.05 1.15pm

The Vertex tussle took another twist today with second mystery suitor preparing a more generous offer for control of the plastics company.

The independent directors of Vertex - currently subject of a $1.90 a share takeover offer from Masthead - today said they had received an approach from another party signalling it intends to make a full cash takeover offer.

Vertex’s independent directors were in negotiation with the third party clarifying and agreeing pre-conditions for the offer. If these were successful, notice of a full takeover offer was likely to be given before Masthead’s recently extended offer ran out on April 26.

"Present indications are that the offer price would be within the Grant Samuel valuation range." the independent directors said.

A Grant Samuel & Associates Ltd report values Vertex’s shares between $2.14 and $2.39 each.

Vertex chairman Tony Frankham said the new potential bidder was a company in the industry but he would not name it or say whether it was a New Zealand company or not.

Mr Frankham said the independent directors - who today reiterated shareholders should not yet accept the Masthead offer - welcomed the additional interest.

"The thing that creates another alternative is always very useful, it creates a bit of competitive tension," Mr Frankham told National Radio.

The Grant Samuel valuation which "astonished" Masthead has now been placed on Vertex’s website and will be posted to shareholders today.

Mark Stewart-led Masthead bought a 19.9 per cent stake in Vertex last year for $2.05. It now wants to buy the remaining shares in the company, with a view to merging it with rival Alto Plastics, of which it owns 40 per cent.

Masthead’s offer was sparked by a board stoush between Mr Stewart and Vertex managing director Paddy Boyle.

Mr Boyle has flagged up the potential for conflict of interest on the board because Masthead is also a major shareholder in Alto Plastics, one of Vertex’s rivals.

Mr Stewart planned to merge Alto and Vertex if his takeover, which is dependent on getting 90 per cent acceptances, was successful.

Vertex shares were 10c higher at 202 in early afternoon trade today.

JAMP

24-03-2005, 05:23 PM

In my humble opinion I have detected a hint of arrogance in the Masthead press releases of late, and it doesn't reflect well on them at this stage of proceedings. Perhaps if they hadn't been so busy trying to talk the stock down it wouldn't have appeared so large on the radar screen of the mystery suitor.

I know it is the way the game is played, but I can't help but think that Masthead would be wise to employ a new PR consultant post-Easter.

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

Bling_Bling

24-03-2005, 07:32 PM

Masthead should now put up or shut up. It is as simple as that.

Disc: Bling is a VTX shareholder :)

rmbbrave

26-03-2005, 10:35 AM

Richard Inder: Wild card loose in Vertex game

26.03.05

SILVER LINING

The emergence of new bidder for Vertex is the second blow this week to the Stewart family's ambitions for the plastics firm.

Early in the week, an appraisal by accountants Grant Samuel cast a cloud over the Christchurch family's $1.90 a share offer by suggesting it was as much as 49c short of fair valuation. The family fought this setback with arguments suggesting Grant Samuel had made a mistake.

Family spokesman Mark Stewart made the case well. In a notice to the stock exchange, he said: "We are very surprised by this high valuation, given the track record of this company both in terms of its share price, which has never traded above its $2.05 listing price, and its earnings performance.

"On the face of it, shareholders, and indeed Vertex's independent directors, are being asked to believe in a lot of blue sky in accepting this valuation. This is territory the company has never achieved before."

However, the arrival of what Vertex chairman Tony Frankham calls an industry buyer prepared to pay within the Grant Samuel valuation range for the entire company blows this rhetoric out of the water.

The Stewart family's end game was to merge Vertex with its rival, Alto Plastics, a company in which they have a 51.2 per cent stake, and book the savings. Certainly, they retain a 19.9 per cent blocking stake and could use this to extract a higher price for Vertex or engineer a deal that would wrap their stakes in Alto and Vertex with a larger consolidation.

But these outcomes are less than optimal. The family's bargaining power would be much stronger if it merged the two by itself. The proceeds from any later sale would also be much higher.

Whatever happens, the saga clearly has some way to run. Even if the new offer does not materialise, shareholders will probably be emboldened by the trade buyer's interest to hold out for more.

At the very least, the family have set a floor under the share price, so shareholders should wait and see.

Steve

27-03-2005, 06:57 PM

quote:Originally posted by JAMP

Thank goodness for independent directors. As a director of VTX, Mark Stewart has a fiduciary duty to act in the best interests of all shareholders. Is to try and talk the value down for the benefit of a select group of shareholders in the best interests of all shareholders?

Correct JAMP, Mark Stewart has appeared to put the interests of the 'family' shareholding above the other shareholders judging by the comments he has been making.

Interestingly, I don't recall seeing such a public example of conflicts in fiduciary duty before. Still, actions will define the true character of the man...

Bling_Bling

29-03-2005, 07:07 AM

Mystery suitor for Vertex may be Aussie
29 March 2005
By DAVID KING

Speculation is mounting that the mystery party planning a competing bid for plastics company Vertex comes from Australia.

Vertex independent chairman Tony Frankham revealed just before the Easter break that a mystery bidder had emerged looking to pay more than the $1.90 cents-a-share offer put on the table by Christchurch investment vehicle Masthead Equities.

Though Mr Frankham is secretive about the bidder's identity, First NZ Capital analyst Dwane Clark has drawn up a list of six possible international buyers and assessed their capabilities.

Mr Clark lists Australia's Visy, Amcor, Signum and Plaspak, Sealed Air of the United States and Finland's Huhtamaki.

He tipped Visy and Amcor as the frontrunners. "I'd suggest they're the most likely," he said.

Amcor, based in Melbourne, is listed on the Australian Stock Exchange and has annual sales of more than $A11 billion ($NZ11.8 billion).

Family-owned Visy, also of Melbourne, had sales of $A2.8 billion in 2003.
Advertisement
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Mr Frankham said he was confident the rival offer would be on the table this week.

Masthead, the investment vehicle of the Stewart family, already owns 19.9 per cent of Vertex and has offered $49 million for the rest, dependent on getting 90 per cent acceptances.

Mr Frankham rejected the offer after a Grant Samuel report valued Vertex at between 214c and 239c a share.

Mr Frankham said work with the mystery bidder would start again first thing today.

"Easter has slowed things down a bit," he said yesterday.

"I'm confident the name will be released this week. I was hoping that their notice of takeover will be filed by the end of this week."

There were "not a lot" of pre-conditions to be met before the bid was formalised, but till then he could not reveal who the mystery bidder was, he said.

Vertex managing director Paddy Boyle was in Australia on a sales trip last week, but he was not taking any part in the sale process, leaving that up to Mr Frankham and independent director Sandy Maier.

"As managing director I can't solicit offers and I can't make any recommendations to shareholders," Mr Boyle said. "I'm keeping my head down."

Mr Frankham has also revealed that it was he who sought a legal opinion on whether Gould Holdings - run by former Vertex chairman George Gould - could be sued for alleged unjust enrichment resulting from an abuse of fiduciary duties when it sold out of Vertex last year.

Mr Gould sold to Masthead for 205c a share when Vertex was trading at about 165c a share.

The subsequent election of the new directors to the board led to a boardroom stoush.

Mr Gould has strongly denied any abuse and said he will defend any action.

Vertex's shares closed last week up 12c at 202c, a 12-month high.

foodee

30-03-2005, 08:27 AM

Just back from 8 weeks away from the market - fishing of course[8D], to find some action happening here. It will be interesting to see (1)whether Masthead can afford to let Vertex go or (2)when to let Vertex go. All positive for share holders.
Watching ever so closely.

Bling_Bling

30-03-2005, 08:31 AM

Visy confirms interest in Vertex
30 March 2005

Australia's Visy Industrial Packaging has confirmed it is interested in Vertex.

It is understood Visy Industrial, an acquisitive Melbourne packaging business owned by Raphael and Fiona Geminder, has been running a ruler over the plastics company and is likely to be the mystery bidder in talks with Vertex chairman Tony Frankham.

Tony Gray, spokesman for Raphael Geminder, confirmed the family-owned firm's interest. "Visy Industrial Packaging is taking an interest in what is going on with Vertex but I can't comment any further."

Visy Industrial Packaging is an offshoot of Australian billionaire Richard Pratt's empire. His daughter, Fiona, and husband Raphael bought the business out in 2002.

Since then the business has been on the acquisition trail in New Zealand, buying Duplast Industries and Plastic Industries in 2003, and some of rival ACI's interests in 2004.

Masthead Equities, owned by Christchurch's Stewart family, has a 190c-a-share takeover offer for Vertex on the table but last week got a double dose of bad news - an independent report valued Vertex at between 214c and 239c a share, and a mystery bidder emerged.

Mr Frankham has said the bidder was looking to pay in the 214c to 239c price range, and advised Vertex shareholders to sit tight and not accept Masthead's offer.

Mr Frankham said pre-conditions had to be settled before the offer was formalised, and would not comment tonight.

First NZ Capital analyst Dwane Clark had picked out Visy and Australian rival Amcor as possible buyers.

He said Visy Industrial Packaging competed with Vertex's industrial containers business, which made up about 25 per cent of the company's revenues. "There's obviously synergy benefits there which could result in them paying a higher price than other players in the industry.

"It means the potential bidder has deep pockets. Masthead is up against it if it wants to compete."

Masthead Equities managing director Mark Stewart said tonight that he would be interested in a "chat" with Visy Industrial Packaging.

Masthead bought 19.9 per cent of Vertex last year for 205c a share and its move has led to a boardroom stoush.

Mr Stewart tonight said it was too early to talk about whether he would be raising his offer. "Let's wait and see what develops," he said.

It is understood Amcor, which has revenues of $A11 billion ($NZ11.7b) is not interested in Vertex.

A spokesman would not confirm or deny its interest.

"We don't comment on market speculation. If we are looking at making an investment or a divestment we would announce it to the market."

Meanwhile, Vertex's shares continued their upward path yesterday, hitting a new year high of 210c before closing at 205c, 3c up on the day.

http://www.stuff.co.nz/stuff/0,2106,3231542a13,00.html

rmbbrave

30-03-2005, 12:48 PM

Offer for Vertex being finalised

30.03.05
By GEORGINA BOND

Vertex was making progress with the mystery bidder planning a takeover of the embattled plastics company, interim chairman Tony Frankham said yesterday.

Pre-conditions for the bid were still being negotiated and he was confident the offer would be formalised this week.

"Things are moving ahead but we’re not quite there yet," he said.

His comments came as Vertex released its target company statement advising shareholders against accepting the $49 million takeover offer by the Christchurch-based Stewart family.

The Stewarts, through their investment company Masthead, own 19.9 per cent of Vertex and are offering $1.90 a share for the rest.

The price is below the $2.14 and $2.39 price range for Vertex shares released by valuation firm Grant Samuels last week.

The identity of the surprise suitor who emerged on the eve of Easter is still a mystery.

On Thursday, Frankham said the rival bidder was an industry player but gave no more details.

He tipped the rival offer to fall within the Grant Samuels range

First New Zealand Capital analyst Dwane Clark has identified four Australian companies, one European company and one US company as potential bidders.

He believed the most likely among them to be Melbourne-based international packaging company Amcor and packaging and recycling company Visy Industries, which could both "easily digest" Vertex.

Another analyst said he would not be surprised if it was one of the two.

Vertex shares rose 3c yesterday to close at $2.05.

On the prowl

* Six overseas companies are seen as possible bidders.
* Australian-based Amcor and Visy Industries are the front runners.

Bling_Bling

31-03-2005, 07:56 AM

Me think Masthead has no choice but to pay up for VTX. Either Mastehead buy market share or lose market share to a large Aust plastic firm ready to take on thee NZ plastic market.

Time to play.

Paper Tiger

01-04-2005, 08:55 AM

Ah, good excuse. Unexpected public holiday [}:)]

quote:
VTX
01/04/2005
TAKEOVER

REL: 0932 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: EASTER DELAYS CONFIRMATION OF 2ND BID FOR VERTEX

EASTER DELAYS CONFIRMATION OF 2ND BID FOR VERTEX

Tony Frankham, the independent chairman of Vertex, confirmed today that
discussions are continuing with the third party which has expressed an
intention (subject to the fulfilment of certain preconditions) to make its
own full cash takeover offer for Vertex. That offer would be in competition
with the current bid by Masthead Equities Limited. Masthead's offer for all
of the shares in Vertex is $1.90. Grant Samuel as independent adviser
appointed under the Takeovers Code has valued the shares in the range $2.14
to $2.39.

Mr Frankham said he did not have authority to reveal the potential bidder's
identity.

The intention to make a bid was indicated by the new party in the week before
Easter. It was then expected that a commitment to make a bid would be
confirmed this week. Discussions that have centred on satisfying
pre-conditions are proceeding satisfactorily but the intervention of Easter
has caused the potential bidder to advise that the confirmation can now be
expected next week.

Mr Frankham said he is optimistic that the pre-conditions will be able to be
resolved -in the meantime, shareholders should take no action until a further
announcement is made.

A N Frankham
1 April 2005
End CA:00113495 For:VTX Type:TAKEOVER Time:2005-04-01:09:32:15

bongo66

07-04-2005, 07:59 AM

I thought I was having an acid trip back to the eighties when I saw a top of the line BMW with the most expensive vanity plates you could buy with the name Vertex on it.

In Albany, where I now live, it seems the culture of extravagance has continued with shareholder dough like the eighties was just yesterday...

come to think of it im wearing pastel today, Bongo

Bling_Bling

07-04-2005, 12:31 PM

quote:Originally posted by bongo66

I thought I was having an acid trip back to the eighties when I saw a top of the line BMW with the most expensive vanity plates you could buy with the name Vertex on it.

Probably why VTX share price has been in the pits for so long.

foodee

08-04-2005, 04:17 PM

Oh dear no new player.
Back to sq1[|)]

JAMP

08-04-2005, 07:48 PM

I have noticed a distinct lack of SSH notices to date during this takeover. One thinks that someone is having trouble getting the spinnaker to fill now that it is attached to the Masthead.

Regards JAMP
NZX: MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

foodee

08-04-2005, 09:02 PM

Jamp
Excellent nautical play on words. Is it calm before the.........?

cheers

toffee

09-04-2005, 10:32 PM

On a more serious note, which way for these on Monday morning?

I bought in at 2.07 on the strength of a second bid coming through but am now sitting on a sizeable loss.

I know I haven't lost the money until I sell but should I bolt for the panic button or sit tight?

tia

toffee:(

Bling_Bling

10-04-2005, 06:08 AM

The directors of VTX have alot of explaining to do if they stuff this one up. After years of long suffering by shareholders.

Sharebroker

10-04-2005, 07:40 AM

What's there to stuff up, BB? Share price is $1.90 and has been as high as $2.07. Those who wnated to could have sold at and above the current offer price.

The independent directors have actually already done a fantastic job getting Masthead to make a full takeover bid. If shareholders choose to be stupid and greedy, they deserve to lose.

10-04-2005, 08:50 AM

Toffee if takeover fails you could be looking at a share price of $1.60

10-04-2005, 08:52 AM

What did possible suitor find when doing due dilligence.

Sharebroker

10-04-2005, 10:55 AM

quote:Originally posted by ENIGMA

Toffee if takeover fails you could be looking at a share price of $1.60

He can sell on market now at $1.90. That's the downside protection.

10-04-2005, 03:35 PM

Sharebroker he still has to get $1.90 on market or are you offering. Even then I think he is sitting on a fairly large loss.

biker

10-04-2005, 04:08 PM

quote:Originally posted by ENIGMA

What did possible suitor find when doing due dilligence.

In another fine example of weasel words
"That the natural fit between the two businesses is not as strong as first thought".......
:)

winner69

10-04-2005, 06:47 PM

quote:Originally posted by biker

quote:Originally posted by ENIGMA

What did possible suitor find when doing due dilligence.

In another fine example of weasel words
"That the natural fit between the two businesses is not as strong as first thought".......
:)

Maybe exactly what it says ... yeah right

Probably oh **** they have only price as a mechanism to keep the top line up (even if they don't lose one of these big customers) and that better high margin stuff they reckon are the saviour needs plenty of new capex so we can't pay THAT much.

As an aside would you want to be an employee at that Naenae factory ... lose a big contract and the place closes

So 12-15 times (adjusted) earnings is a lot to pay for a no growth risky business ... maybe synergies but in reality why should VTX shareholders get too much of those

winner69

10-04-2005, 06:59 PM

quote:Originally posted by toffee

On a more serious note, which way for these on Monday morning?

I bought in at 2.07 on the strength of a second bid coming through but am now sitting on a sizeable loss.

I know I haven't lost the money until I sell but should I bolt for the panic button or sit tight?

tia

toffee:(

Thats one of the problems of playing these games ... sometimes they don't always work out as planned

Will be interesting to see what happpens to the price on Monday but with the original offer running through to April 25th you have a few days to work out a plan

The acquirors can lose a lot as well as making a lot. I'd be inclined to say they will do their utmost to get control one way or another so hanging in their might be the best way forward

But if you are really worried and losing plenty of sleep over this take the 190 and wait for another opportunity to play this game.

Sharebroker

10-04-2005, 07:22 PM

So much grief over a no-growth no-credibility company.

The independent directors tried to do the right thing by shareholders so no blame should attach to them.

As the second bidder has done the high-level due diligence coutesy of its íntention' to bid, it now has sensitive competitive information that it can use against Vertex and Masthead. Vertex is now 'spoiled' goods - what was under the 'skirt' obviously wasn't very attractive!

Take the $1.90 and run - good luck to Masthead. ;)

toffee

10-04-2005, 07:37 PM

Oh well, I think I will try and sell at market and if I can get near $1.90 in the morning I'll take the hit. 10,000 shares so I'll let you do the maths from a buy price of $2.07.

Funnily enough, TEL makes up 60% of my portfolio (100% if i ditch VTX) so maybe I should have stuck with more solid companies.

Might make a play on CUE or FBU in the morning me thinks.

Can also see signs of a price breakout in SKY and what with the current offer of free Sky Sport for a month there may be a good subscriber-base increase.

Cheers Guys.
[8D]

toffee

11-04-2005, 06:37 AM

From the Herald

War of words over Vertex continues

11.04.05 6.40am

The war of words over the takeover bid for plastics company Vertex continued yesterday.

The bidder, Masthead Equities, urged Vertex shareholders to immediately accept its $1.90-a-share takeover offer after a much-touted mystery bidder failed to emerge from the shadows.

Masthead’s Mark Stewart also hinted at concerns over the unnamed party getting inside information from the company.

"We have expressed our concern to Vertex’s acting chairman Tony Frankham that information may have been released under a due diligence process to a competing industry player in a bid to get them to the table."

Frankham said directors wanted the best outcome for shareholders - and due diligence by potential bidders was a normal and accepted part of trying to achieve that

JAMP

21-04-2005, 07:46 PM

An interesting day beckons for Masthead. To date they have been spectacularly unsuccessful in attracting support for their $1.90 takeover offer.

The history of the offer thus far suggests that their strategy (of extending the deadline without sweetening the offer) is just not working. If they are serious about gaining control of Vertex, they will need to present a better offer. It is as simple as that.

If they choose to stay their hand, (I believe) they will fail to achieve 50.01% control. Should this eventuate, they are potentially facing a double whammy.

Firstly (as I understand the process) they are going to get stung for the associated costs of the failed takeover offer. And then they risk getting stung a second time. If they choose to walk away entirely, they will have to dump their holding at a discount to acquisition. If they choose to stay they face the prospect of a shareholders meeting where they stand a good chance of losing half or two-thirds (depending on your views about director independence) of their board representation.

I just can't see the Stewart family being too keen to go down the path that is signposted FAILURE.

Regards JAMP
NZX: FTX MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

foodee

21-04-2005, 08:34 PM

J
Your post pretty well summed up the scene. They have a couple of extensions to somewhere in June and the general market weakness may give Masthead some leverage. My best guess is they will go to 2.05 which is what they pay for their block unless something else turns up. I wait.[|)]

cheers

toffee

22-04-2005, 09:22 AM

Bugger, sold out at $1.90 2 weeks ago. Look at it now...

rmbbrave

22-04-2005, 01:42 PM

Masthead increases offer for Vertex to $2.05/share

22.04.05 1.00pm

Masthead said today it was increasing its takeover offer for Vertex to $2.05 per share from its $1.90/share offer made on March 12.

The offer for various share options held by senior management in the plastic manufactuer has also been increased by 15c per option.

Masterhead is the investment vehicle of the Stewart family of Christchurch, which which used to control formally listed plastices company PDL and now controls another plastics manufacter Alto Plastics which it plans to merge with Vertex.

Vertex shares were up 16c to $2.01 in immediate reaction to the higher offer.

The new offer, which now values at $65.6 million, is conditional on Masthead gaining 50 per cent control. It already controls at least 21 per cent of the company. It closes on May 17.

Shareholders have been holding back, initially on hopes that another bidder would emerge but also on hopes of a higher offer closer to the independent valuation of the company. A counter-bidder, speculated to be Australia's Visy, from an unnamed party pulled out of the running after Easter.

In relation to the earlier, lower offer, Vertex independent directors recommended shareholders did not accept the bid, which fells below the $2.14 and $2.39 price range given by independent valuers Grant Samuel.

Masthead paid George Gould $2.05 a share last September for its initial 19.9 per cent stake in Vertex.

Paper Tiger

22-04-2005, 01:51 PM

Commitee response to new offer: note they mention a possible new bidder, currently doing due dalliance :)
[quote]quote:
VTX
22/04/2005
TAKEOVER

REL: 1233 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Committee response to the Masthead increased offer

Committee response to the Masthead increased offer

1. Masthead Equities Limited has today announced that it has varied its
takeover offer for Vertex shares and options by increasing its offer price,
waiving the condition of gaining 90% acceptances (it is now subject to
meeting the Takeovers Code requirement of over 50% acceptances including
Masthead's existing shareholding), and further extending the date for
acceptance of its offer from 10 May 2005 to 17 May 2005. Masthead will send
Vertex share and option holders a notice of its revised takeover offer
together with a report from Ferrier Hodgson & Co which has also been released
to the NZX, Vertex and the Takeovers Panel.

2. Masthead has increased its offer price for Vertex shares and options
to $2.05 for the shares and various increased prices for some of the options.
The previous offer was at $1.90 for the shares. The independent advisor's
report issued by Grant Samuel regarded the earlier offer price to be
insufficient and found the offer on its merits not to be fair or reasonable.
On the basis of this advice and their own assessment of the offer the
Committee of Independent Directors, Tony Frankham and Sandy Maier, ("the
Committee") recommended shareholders not accept the earlier offer.

3. Masthead's amended offer at $2.05 per share is an increase of 15
cents per share on the earlier bid price, but is still lower that the
valuation range of $2.14 to $2.39 established by Grant Samuel.

4. The Committee has considered the amended offer and the events since
the first offer was made and the present circumstances of the company and the
market.

5. The Committee has received approaches from, and has had discussions
with, two other parties that have expressed an interest in the company.
After completing limited due diligence, one of these parties advised it would
not proceed with an offer at that stage. We communicated this to the market
on 8 April 2005. The other has requested due diligence, which has yet to
commence, and has yet to confirm an interest in making an offer. There is no
assurance that any offer will be made. No other offers have been forthcoming
at this time. The Committee has also been in discussions with
representatives from Masthead and has sought to negotiate an increase to the
Masthead offer price to such a level that the Committee feels able to
recommend.

6. The Committee believes that an appropriately priced takeover offer
would provide shareholders and option holders with a realistic alternative to
the options of continuation of the status quo and the uncertainties
associated with a shareholders' meeting convened to consider board
composition and continuation of the existing litigation. The Committee and
Masthead have been unable to reach agreement on a share price that Masthead
would offer and the Committee would recommend.

7. The Committee considers the amended offer price of $2.05 is still not
fair and reasonable. Considering all the merits of the Masthead offer the
Committee is still unable to recommend it.

8. We note that $2.05 is the same value as Masthead paid Gould interests
for the 19.9% interest in September 2004. However:

a. Vertex's reported performance has improved over the intervening
period and the budget expectations for the year to March 2006, referred to in
the Grant Samuel report, show a continuing improvement. New shareholders of
Vertex who did not receive a copy of the Target Company Statement dated 24
March 2005 and the accompanying Grant Samuel report may obtain copies by
contacting the company.

b. Masthead asserts that

Paper Tiger

22-04-2005, 04:03 PM

Such a short affair :(
Non of the other potential suitors last long [xx(]

quote:
VTX
22/04/2005
TAKEOVER

REL: 1629 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Update on prospective further bidder

Update on prospective further bidder

Vertex has this afternoon been advised by the prospective further bidder that
had requested due diligence in respect of the Company (referred to in
paragraph 5 of the Chairman's letter released this morning) that it does not
wish to proceed. It must therefore be assumed that it will not be making an
offer for the Company.

Notwithstanding this, the Committee is sill of the view that the amended
Masthead offer price of $2.05 is not fair and reasonable and the Committee is
still unable to recommend that offer.
End CA:00114365 For:VTX Type:TAKEOVER Time:2005-04-22:16:30:00

Bling_Bling

22-04-2005, 04:44 PM

I think it is game over and Masthead will get VTX at $2.05. Either that or they pull out and the share price drops back like a rock.

foodee

22-04-2005, 04:55 PM

BB, you're spot on. By changing to 50%+ they are pretty sure of control. Checkmate. The wait wasn't that long.

cheers

rmbbrave

24-04-2005, 11:15 AM

I bought in at 1.85 so I am keen to take my profits at 2.05. 10% in a month.

How do I accept their offer?

If they wanted to make it easy for punters to accept their offer they would send me some forms to fill in and post back.

All I have had is 2 letters telling me not to accept and Grant Samuels report.

winner69

24-04-2005, 11:35 AM

I thought the offer was 205

If you want the lot you have to wait until Masthead want to give you the cash, no doubt they will tell you in the next lot of mail you get from them

Or you sell for slightly less on market on Tuesday

rmbbrave

24-04-2005, 10:24 PM

Masthead announce they have got another 1% every so often it seems the number of people accepting their offer is gradually increasing.

I reckon they were stupid to offer 1.90 (let alone 2.05) for this dog so I would like to get my profit while their is still a profit to get.

JAMP

25-04-2005, 01:16 PM

rmbbrave...No point in giving up the weather guage straight away, as the fight may not be over just yet!

There may still be a couple of broadsides to be exchanged before one side or t'other hauls down their battle flag. A direct hit at the base of the mast could have some interesting consequences when aplified to the top of the Masthead.

I will definitely wait until closer to the end of the offer before determining whether to post in my acceptance (75%+ likelihood of acceptance at this stage).

Regards JAMP
NZX: FTX MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

rmbbrave

25-04-2005, 02:22 PM

Have you got an acceptance form?

I haven't!

How can I get one?

JAMP

25-04-2005, 05:35 PM

The "Acceptance and Transfer Form" arrived with correspondence (dated 22 April 2005) from Masthead Equities Ltd. It also included the Independent Adviser's Report from Ferrier Hodgson.

Further to this, I received correspondence (also dated 22 April 2005) from AN Frankenham on behalf of the Committee of Independent Directors. It was entitled, "Committee response to the Masthead increased offer."

I have to be honest and admit that I only read in any detail one of these two pieces of correspondence.

I daresay you will receive both sets of correspondence tomorrow or on the Wednesday. No doubt I received both leters so promptly as a direct result of my proximity to BK Registries' base in Ashburton.

Regards JAMP
NZX: FTX MCH MVN PPG RBD SAN SKX SPE SPN VTX
Unlisted: BRK

Bling_Bling

26-04-2005, 08:15 AM

I sold my shares on the market. Couldnt be bother with a few extra cents. I think Masthead has it in the bag this time round. Either a full takeover or full control. Win win for them.

Paper Tiger

26-04-2005, 08:41 AM

win win, bling bling. :)

Paper Tiger

29-04-2005, 08:52 AM

Offer up 4c to $2.09 [:0]

quote:
VTX
29/04/2005
TAKEOVER

REL: 0925 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Variation Notice in Relation to Takeover Offer

VARIATION NOTICE IN RELATION TO MASTHEAD EQUITIES LIMITED'S FULL TAKEOVER
OFFER FOR VERTEX GROUP HOLDINGS LIMITED

Masthead Equities Limited ("Masthead") made a full takeover offer dated 12
March 2005 ("Offer") for all of the ordinary shares in Vertex Group Holdings
Limited ("Vertex") that Masthead does not already hold ("Vertex Shares") and
all of the options to acquire Vertex Shares ("Vertex Options").

Masthead hereby gives notice of the following variations to the Offer:
- Pursuant to rule 27(a) of the Takeovers Code, the consideration to be
provided in respect of Vertex Shares and Vertex Options under the Offer is
varied as follows:
- for each Vertex Share in respect of which the Offer is accepted, the
consideration is increased from $2.05 to $2.09;
- for each Vertex Option (that was issued on 28 November 2003 pursuant
to the Senior Management Option Scheme) in respect of which the Offer is
accepted, the consideration is increased from $0.58 to $0.62;
- for each Vertex Option issued under the Managing Director's Option
Scheme with an exercise price of $1.50 in respect of which the Offer is
accepted, the consideration is increased from $0.55 to $0.59; and
- for each Vertex Option (that was issued on 25 November 2004 pursuant
to the Senior Management Option Scheme) in respect of which the Offer is
accepted, the consideration is increased from $0.51 to $0.55.

In relation to all other Vertex Options in respect of which the Offer is
accepted, the consideration to be provided remains unchanged from that set
out in paragraph 2 of the Offer document.
- Pursuant to rule 27(d) of the Takeovers Code, the Offer period is extended
by a further 7 days. The Offer will now close at 6.00pm on 24 May 2005.

A letter giving notice of the variation to the Offer, together with a Ferrier
Hodgson & Co revised independent adviser's report (as require by the Code),
will be sent to all shareholders.
End CA:00114603 For:VTX Type:TAKEOVER Time:2005-04-29:09:25:09

Paper Tiger

29-04-2005, 08:54 AM

This one has approval

quote:VTX
29/04/2005
TAKEOVER

REL: 0928 HRS Vertex Group Holdings Limited

TAKEOVER: VTX: Independent Directors Recommendation

Independent Directors Recommend Acceptance of Masthead Further Amended Offer

The committee of independent directors, Tony Frankham and Sandy Maier ("the
Committee") has considered Masthead's announcement this morning that it has
increased its bid price for the shares in Vertex to $2.09 together with
changes in some of the offer prices for options.

In light of the withdrawal of interest of other potential bidders and the
significantly reduced prospect that any further bidder will emerge, the
Committee now unanimously recommends that shareholders and option holders
accept the amended Masthead takeover offer. The Committee strongly
recommends against shareholders remaining minority shareholders in
anticipation of any material short or medium term improvement of the Vertex
share price over the Masthead offer price.

Vertex has undertaken that it will discontinue the litigation relating to the
appointment of the Masthead nominated directors and has agreed to accept the
defendants' costs up to a total of approximately $260,000.

Paddy Boyle, the managing director, has advised he will accept the amended
offer for his shares and options.
End CA:00114604 For:VTX Type:TAKEOVER Time:2005-04-29:09:28:10