The Lemon Fool

absolutezero wrote:
It's not my take - all that was in the RNS!
I'm not sure what's going on here.
It looks like a normal and above board business deal but does it have a funny smell to it?

OK, fair enough. Either way, I don't detect a 'funny smell'. For me, they're a sound outfit, with a great business. That'll do for me. I'm certainly not going to overthink things.

Ian.

Arborbridge wrote:Goodness, is that fish I can smell?

I don't know. Do you think there is a fishy smell here?

absolutezero wrote:

Arborbridge wrote:Goodness, is that fish I can smell?

I don't know. Do you think there is a fishy smell here?

I don't know either, but it does seem like a case of self-engrandisement. That doesn't mean it necessarily bad for shareholders - could even be good.

I know the PHP price has been running down for a while so this is looking like a chance to top up - all things being equal. I haven't yet brought my PHP allocation up to full strength so I would be looking to buy more at some stage.

Arb.

Arborbridge wrote:

absolutezero wrote:

Arborbridge wrote:Goodness, is that fish I can smell?

I don't know. Do you think there is a fishy smell here?

I don't know either, but it does seem like a case of self-engrandisement. That doesn't mean it necessarily bad for shareholders - could even be good.

I know the PHP price has been running down for a while so this is looking like a chance to top up - all things being equal. I haven't yet brought my PHP allocation up to full strength so I would be looking to buy more at some stage.

Arb.

The holding mine outside an ISA annoys me because I lose 20% or more of the PID.
Maybe time to get rid.

absolutezero wrote:The holding mine outside an ISA annoys me because I lose 20% or more of the PID.

Are you saying you are not UK resident or something else?

PinkDalek wrote:

absolutezero wrote:The holding mine outside an ISA annoys me because I lose 20% or more of the PID.

Are you saying you are not UK resident or something else?

I'm saying it's not held in an ISA - so 20% tax is deducted and isn't recoverable - the bit that is a PID from a REIT rather than a dividend.

EDIT
And it's gone. Sold. Typing that out was the final push that I needed.

absolutezero wrote:I'm saying it's not held in an ISA - so 20% tax is deducted and isn't recoverable - the bit that is a PID from a REIT rather than a dividend.

I understand the unsheltered system and, in some circumstances, the basic rate deducted from the PID is recoverable, either by way of offset or by way of repayment.

https://www.gov.uk/hmrc-internal-manuals/savings-and-investment-manual/saim5330

Thus my question re UK residence.

I daresay that the related party (Harry Hymans) will not be able to vote on the proposal. Hymans seems to have been the leading brains behind the whole operation and so on the face of it there is no problem. How the deal has been valued I do not know but I assume we will get details in due course. There are in public companies provision to remove conflicts of interest and I assume they will apply in this case. What does bother me though is that yet another tranche of shares are about to be issued which may help to explain the weakness in the share price for some weeks now. OTOH people were complaining that the shares at around 150p were well above the NAV so they cannot have it all ways.

I will remain a holder. At least the acquisition of the management company will eliminate the profit in it in favour of PHP which. like most property companies will now be self managed.

Dod

Reading the RNS it seems that Hymans could be acting on both sides as the RNS makes it clear that the conflict of interest protection does not apply here because it is a small transaction. Not sure I am very happy about that. I wonder how they arrived at the valuation?

Presumably the promised circular will tell us.

Dod

PinkDalek wrote:

absolutezero wrote:I'm saying it's not held in an ISA - so 20% tax is deducted and isn't recoverable - the bit that is a PID from a REIT rather than a dividend.

I understand the unsheltered system and, in some circumstances, the basic rate deducted from the PID is recoverable, either by way of offset or by way of repayment.

https://www.gov.uk/hmrc-internal-manuals/savings-and-investment-manual/saim5330

Thus my question re UK residence.

It is duly reported on my tax return every year and never once have I had a refund of that tax.

absolutezero wrote:

PinkDalek wrote:

absolutezero wrote:I'm saying it's not held in an ISA - so 20% tax is deducted and isn't recoverable - the bit that is a PID from a REIT rather than a dividend.

I understand the unsheltered system and, in some circumstances, the basic rate deducted from the PID is recoverable, either by way of offset or by way of repayment.

https://www.gov.uk/hmrc-internal-manuals/savings-and-investment-manual/saim5330

Thus my question re UK residence.

It is duly reported on my tax return every year and never once have I had a refund of that tax.

Continuing off topic but that might mean the deduction meets your Income Tax liability on that income (or part if you are Higher Rate) or you are not including the PID income in the correct place.

Happy to continue at Taxes should you wish.

Publication of Circular & Notice of GM

Further to the Company's announcement on 10 December 2020 regarding the acquisition of Nexus Tradeco Holdings Limited and certain subsidiaries, including Nexus's primary care development business (together "Nexus") (the "Acquisition"), PHP announces that the combined Circular and Notice of General Meeting in connection with the Acquisition has been published and will be posted to shareholders later today.

The Circular is now available on the Company's website http://www.phpgroup.co.uk. Copies of the Circular will also be available by emailing cosec@phpgroup.co.uk during the period from today until Admission. A copy of the Circular has also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

https://www.investegate.co.uk/primary-h ... 00053055I/

That RNS simply tells us that the Circular is posted on the website. I must say I have been unable to find it. Has anyone else had better luck?

Dod

Dod101 wrote:That RNS simply tells us that the Circular is posted on the website. I must say I have been unable to find it. Has anyone else had better luck?

Dod

https://www.phpgroup.co.uk/investors dropdown to https://www.phpgroup.co.uk/investors/acquisition-nexus-and-management-internalisation

PinkDalek wrote:

Dod101 wrote:That RNS simply tells us that the Circular is posted on the website. I must say I have been unable to find it. Has anyone else had better luck?

Dod

https://www.phpgroup.co.uk/investors dropdown to https://www.phpgroup.co.uk/investors/acquisition-nexus-and-management-internalisation

That is yesterday's RNS post as far as I can see. What I am looking for is the Circular (capital C) that is it is said giving notice of the General Meeting and more details, published today.

Dod

Dod101 wrote:

PinkDalek wrote:

Dod101 wrote:That RNS simply tells us that the Circular is posted on the website. I must say I have been unable to find it. Has anyone else had better luck?

Dod

https://www.phpgroup.co.uk/investors dropdown to https://www.phpgroup.co.uk/investors/acquisition-nexus-and-management-internalisation

That is yesterday's RNS post as far as I can see. What I am looking for is the Circular (capital C) that is it is said giving notice of the General Meeting and more details, published today.

Dod

Maybe you haven't spotted it opening as a pdf (bottom left on this machine for me) but I can see a 47 page Circular (capital C!), second item down on the second link 11 Dec 2020 Circular and Notice of General Meeting (479KB), third item down on the drop down first though, commencing:


PRIMARY HEALTH PROPERTIES PLC
(incorporated in England & Wales under the Companies Act 1985 with registered number 03033634)
Proposed internalisation of the Group’s management by way of the acquisition by the
Company of the entire issued share capital of Nexus Tradeco Holdings Limited and certain
subsidiaries, including the Company’s external property adviser and Nexus Holdings’s primary
care development business
and
Proposed issue of 11,485,080 new Ordinary Shares in connection with the Acquisition and
application for the admission of the new Ordinary Shares to the premium listing segment of
the Official List and to trading on the London Stock Exchange’s main market for listed
securities
and
Proposed new Directors’ Remuneration Policy
and
Proposed new Articles of Association
and
Notice of General Meeting ...

Thanks PD. Yes I am being dim. Must be getting old.

Dod

Thanks for your thanks and who isn't? Enjoy the Circular (capital C).

PinkDalek wrote:

absolutezero wrote:

PinkDalek wrote:
I understand the unsheltered system and, in some circumstances, the basic rate deducted from the PID is recoverable, either by way of offset or by way of repayment.

https://www.gov.uk/hmrc-internal-manuals/savings-and-investment-manual/saim5330

Thus my question re UK residence.

It is duly reported on my tax return every year and never once have I had a refund of that tax.

Continuing off topic but that might mean the deduction meets your Income Tax liability on that income (or part if you are Higher Rate) or you are not including the PID income in the correct place.

Happy to continue at Taxes should you wish.

A kind offer but I have pulled the trigger and got rid.
It's reported in the right box, but why pay 20% on a PID when I can pay 7.5% on a normal dividend.
Cash to be recycled into something else.

Hving read the Circular, I still do not know how the valuation of Nexus was arrived at. It is as would be expected for this sort of company, mostly goodwill. The reasons for buying it are a bit airy fairy and they might have been better to have said 'so as to give Harry Hymans a decent retirement in due course'. Our Harry is to undertake to work for a minimum of 10 days per month and is getting £250,000 for that but no pension, poor chap.

One thing that I was concerned about was dilution by the issue of new shares to make up half of the consideration. They only amount to about 1% of the issued capital so that is not very important.

Dod