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  1. #601
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    Hi joel, I think this is heresay at best. My rationale being as a listed company if they had signed a deal subject to valuation they would have announced it to the market, they love announcements and this one would be a positive after all the SFO, Receivership, dodgy Directors etc news of the last couple of years. Secondly I don't believe Liberty would pay anything like $16M for the other 50% of Pero's with the lack of profitability and performance over the last few years, they are in a good position and I would doubt they will pay over the odds for this.

    I think it is far from "business as usual" for this company, they still have to convince note holders to convert to shares and they are still not paying interest at this stage, I doubt there would be any shareholder or noteholder that wouldn't get out if they could exit at a reasonable price.

  2. #602
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    Not quite the $16M you were talking about Invessi.....

    Still I suppose these funds will help pay their ongoing legal bills.



    Further to the market announcement of 5 September, NZF Group has now received
    a final valuation report from Simmons Corporate Finance Limited on its
    shareholding in MPMH Limited. MPMH is the parent company of Mike Pero
    Mortgages and 50% owner of Mike Pero Real Estate. The valuation was
    commissioned as part of the sale process NZF has entered with Liberty
    Financial, its joint venture partner in MPMH.

    The valuation has assessed the value of NZF's 50% shareholding at $2,762,000.
    In addition, NZF would be repaid a shareholder loan of $397,000.

    The proposed sale at this valuation remains subject to shareholder approval.
    A notice of meeting will be lodged with NZX shortly for review and is
    expected to be completed and released to the market in just over two weeks
    time before despatch to shareholders.

    The Board of NZF is ye
    t to fully review the valuation report and determine
    its recommendation to shareholders. Its recommendation will be finalised and
    contained in the notice of meeting.
    Last edited by Tony Two Gloves; 22-11-2012 at 09:32 AM.

  3. #603
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    For the sake of closure I guess we shouldn't let this 3 April Liquidation notice go by:
    Announcement
    GENERAL: NZF: Proposal to liquidate NZF Group Limited 04:50p.m.
    NZF
    03/04/2014 16:50
    GENERAL
    REL: 1650 HRS NZF Group Limited
    GENERAL: NZF: Proposal to liquidate NZF Group Limited
    NZX Limited
    WELLINGTON
    Completion of sell down of business assets and proposal to liquidate NZF
    Group Limited
    The last six years have been a very challenging period for NZF Group Limited
    ("the Company"), its shareholders, and the holders of Capital Notes. The
    Board appreciates the support that it has received to date in these trying
    circumstances.
    As advised to the market in August, the Board has been very focused on
    developing and implementing an inclusive strategy in conjunction with the
    Company's stakeholders to preserve value for those stakeholders and achieve a
    positive financial outcome for those parties.
    During the course of the last ten months the Board has completed the sell
    down of its primary business assets:
    o in June 2013, the Company sold its interest in MPMH Limited for an amount
    of $2,762,000 plus the repayment of the Company's loan to MPMH of $305,904;
    o in November 2013, sold its interest in Resimac NZ Home Loans Limited and
    certain subordinated notes for an amount of $1,250,000;
    o sold its interest in New Zealand Mortgage Finance Limited for $95,000 on 31
    March 2014.
    In addition to the realisation of the above assets, the Company has had to
    pay the following principal sums in settlement of certain obligations of the
    Company:
    o in 2012 the Company was required to pay the sum of $283,319 to the
    receivers of NZF Money Limited on account of an intercompany loan between the
    two companies;
    o in 2011, the Company paid $900,000 to the receivers of NZF Money on account
    of a subordinated note owed by the Company;
    o in 2013, the Company settled a prospective $3 million claim from the
    receivers of NZF Money Limited for $975,000;
    As a consequence of the settlement of the above liabilities and obligations,
    and the completion of the sell down of the Company's principal business
    assets, and the realisation of those assets for cash, the Board worked very
    hard towards developing a restructuring proposal which comprised the
    following core components:
    o The early redemption of the Notes for a combination of the payment of in
    excess of 90% of the cash reserves held by the Company to the Noteholders,
    and the issue of new shares in the Company to the Noteholders;
    o The restructure and re-focus of the Company on a new commercial strategy
    and the acquisition of a new business. To this end the Company was well
    advanced in facilitating the acquisition by the Company of a substantial
    internationally focused business;
    o The target business in question was a significant enterprise, generating
    revenues in excess of $100 million per annum. The business was also very
    profitable. The discussions between the Company and the stakeholders of this
    business were well advanced - both parties had satisfactorily undertaken
    their respective due diligence investigations on each other, and a draft
    agreement for the sale and purchase of this business had been circulated
    between the various parties.
    The focus of the above proposal was to generate a materially greater return
    to Noteholders and some form of return to the existing shareholders of the
    Company in the medium to long term than would otherwise be realised if the
    Company was liquidated.
    The proposed restructure required the approval of both the Noteholders and
    the shareholders of the Company.
    In respect of the documentation required to be submitted to the Noteholders,
    the Company was required to prepare and submit to the Noteholders a
    registered prospectus that complied with both the First Schedule of the
    Securities Act 1978 and the Securities (Moratorium) Regulations 2009. One of
    the requirements of the Securities (Moratorium) Regulations 2009 was that the
    Company needed to include into the Prospectus certain prospective financial
    information about the Company post the completion of the proposed restructure
    of the Company. That prospective financial information is required to be
    audited.
    As announced to the market several weeks ago, RSM Prince resigned as auditors
    of the Company. This put the Company in the unenviable position of having to
    find a new auditor on the cusp of entering into a substantial restructuring
    proposal only a few weeks before the end of the financial year of the
    Company.
    The Board has had discussions with a significant number of audit firms. There
    have been refusals from all but one firm which derives from the legacy issues
    associated with the company, namely the failure of the Company's finance
    company operations and the associated litigation and regulatory
    investigations associated with that failure, and the inability of the Company
    to repay the capital notes in full.
    These uncertainties with appointing an auditor have led to the discussions
    with the target business now ceasing.
    This unfortunate development has led the Board to the following conclusions:
    o The Company will be unable to submit a restructure proposal to the
    Noteholders in a timely manner with further investigations for a new business
    required; and
    o If the Company is unable to enter into a scheme with the Noteholders for
    the restructure of the Notes in the near future, the Company is not a viable
    commercial proposition, and the only foreseeable alternative the Board has is
    to:
    - work with the trustee of its capital notes with a view to distributing the
    majority of the cash that the Company holds to the Noteholders as quickly and
    as efficiently as possible (but subject to applicable law and regulatory
    requirements); and
    - recommend to shareholders that the Company be liquidated.
    The Board is very disappointed that its efforts to implement the proposed
    organisational structure of the Company restructure of the Capital Notes have
    had to cease as it believed that the proposed restructuring would have
    contributed a significant quantum of value to the stakeholders of the Company
    - shareholders and Noteholders alike.
    The Board will proceed to call a special meeting of shareholders of the
    Company with a view to expediting the above initiatives. Further information
    about the proposed wind down of the Company will be contained in the
    documentation to be circulated to shareholders.
    As the Company has negative equity the market is cautioned that the Company's
    shares currently have no value and if the liquidation is approved, no
    prospect of having value.
    END
    Contact:
    Sean Joyce
    M: 021 865 704
    E: sean@corporate-counsel.co.nz
    End CA:00249107 For:NZF Type:GENERAL Time:2014-04-03 16:50:33

  4. #604
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    Thanks for posting that minimoke. Does that mean capital note holders will get nothing?

  5. #605
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    Quote Originally Posted by QOH View Post
    Thanks for posting that minimoke. Does that mean capital note holders will get nothing?
    given liabilities exceed assets and remaining cash is probably going to be used to fund directors lifestyle for a bit longer before the liquidators step in I reckon the chance of getting anything back is slim. Back in September they had about $2.6m in cash against $18m owed to notes. No matter how we do the math it looks bleak for note holders and shareholders can expect zero.

  6. #606
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    Quote Originally Posted by minimoke View Post
    given liabilities exceed assets and remaining cash is probably going to be used to fund directors lifestyle for a bit longer before the liquidators step in I reckon the chance of getting anything back is slim. Back in September they had about $2.6m in cash against $18m owed to notes. No matter how we do the math it looks bleak for note holders and shareholders can expect zero.
    Thanks minimoke, so in the end it didn't matter if we chose shares or extended the notes, still a big zero.

  7. #607
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    Default Bottom Dwellers Gathering...?

    Very interesting thinking about recent events.

    I notice Mr Joyce's name is at the bottom of recent announcements for NZF and has been very active in updating the market recently.

    As a shell, NZF is primed for a new business to be inserted into it (with all the baggage that comes with it...).

    And who is a good friend of Mr Joyce via the Snakk backdoor listing in 2013? Why none other than Mr Sorehead of course!

    And who now owns 90% of Mega/Baboom after Mr Dotcom neededa new cash injection and was obviously a distressed seller? Sorehead of course!

    Despite the rhetoric displayed in the media recently (www.nbr.co.nz best shows it), Mega Baboon has found it very difficult (if not impossible) raising funds from even foreign investors of a paltry $5M. I wouldn't be surprised if the ASX blocked the listing as well.

    To compound problems, TRS has delayed the acquisition of Mega multiple times over 2014. In addition, we have seen a recent dearth in trading of the shells shares and complicit sell down at lower prices.

    Recent market updates from NZF of talks with a $100M revemue per year company suggest Mega was the target company (thinking about Dotcoms excessive illegal gains). If talks are on with Baboom, it will be much lower.

    In conclusion, I would not be surprised if Baboom was backdoor listed into NZF before the end of 2014. How they will consolidate the outstanding notes I do not know but suspect it will be no problem for the bottom dwellers on terms that are suited for massive gains for themselves. I smell a rat, and a HUGE one at that...

    BFG

    PS - I have also heard of (unsubstantiated claims) Mega users having data wiped from their accounts and email accounts being hacked from foreign lands after signing up. Even if you get a free account with Orcon, REMEMBER WHO YOU ARE DEALING WITH HERE!!! Please be careful out there people.

  8. #608
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    Finally we can put this dog down and Bury it. Voluntary administration announced today.

  9. #609
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    Quote Originally Posted by minimoke View Post
    Finally we can put this dog down and Bury it. Voluntary administration announced today.
    Do you think there will be anything at all for the note holders or is this statement complete BS

    "The purpose of the utilisation of the VA process is to expedite a timely and
    cost effective distribution of funds to the NZF note holders in an orderly manner "

  10. #610
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    Quote Originally Posted by QOH View Post
    Do you think there will be anything at all for the note holders or is this statement complete BS

    "The purpose of the utilisation of the VA process is to expedite a timely and
    cost effective distribution of funds to the NZF note holders in an orderly manner "
    .

    They did have $3 million odd in the bank last year.suppose most of that gone by now

    But you never know you might get a small payout of sorts

  11. #611
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    Quote Originally Posted by winner69 View Post
    .

    They did have $3 million odd in the bank last year.suppose most of that gone by now

    But you never know you might get a small payout of sorts
    Thanks maybe enough for a cheap bottle of wine if lucky, I'd long given up expecting anything so anything would be a bonus.

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    Quote Originally Posted by winner69 View Post
    .

    They did have $3 million odd in the bank last year.suppose most of that gone by now

    But you never know you might get a small payout of sorts
    And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

    QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine

  13. #613
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    Quote Originally Posted by minimoke View Post
    And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

    QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine
    That trade payables was unpaid interest on the notes I think ......but no doubt a bit of cash spent on the failed deals etc.

  14. #614
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    N Z F placed into V A today, just too hard a mountain to climb.

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    Quote Originally Posted by minimoke View Post
    And they had $3m in trade payables due. So that nets that off to nil. Add in a few extraordinary board expenses I'm surprised they are talking of a redistribution. Cant be anything left.

    QOH Paknsave have a 2014 Chateau Plonk going for $5.99. I think you might still have to dip into your pocket to buy this commissary wine
    Hi I did way better than a cheap bottle, if I don't go crazy I can probably buy enough Montana to last me a year. In the end note holders probably did better than if they had accepted shares. Lol at least we have closure.

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    Is there any resolution here ?

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    Any thought on the reverse takeover and BGI's future prospects?

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    Quote Originally Posted by dragonz View Post
    Any thought on the reverse takeover and BGI's future prospects?
    Looks like there is life here some how !!

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