after yesterdays agm statement the share price has risen 50% how much upside is left or is this another false dawn?
http://www.alexa.com/data/details/traffic_details/thewellnessshop.co.uk
womans hour link below.
http://www.bbc.co.uk/radio4/womanshour/04/2008_08_mon.shtml

All shareholders should vote in favour of the resolutions. This management have taken shareholders for a ride for too long.

Even with the verbal pressure on the G/ment from the likes of Alan Johnson etc in his Speech and NICE. Unfortunately in times of G/ment funding hardship I just cannot see any additional money (income to ULT) flowing here. Regardless of how good the product is. Additional spending in this area and new projects will be fudged until the economy turns. Yes the contracts are won and being renewed in some cases but thats it sad to say no major up turn for ULT, may be in 2 years time or so. Hope I am wrong but the facts speak for themselves.

Any good news on the horizon for ULT ?

Ultrasis plc AGM resolutions to be voted on 26th February 2009

Shareholder Group recommendations

The Board have given their recommendations for voting. We therefore will also provide our guidance on voting and set out our reasons behind the recommendations.

Whilst we make our recommendations it is for you to decide how to vote . We would not, on principle, issue you with forms which would only permit you to vote one way. We do not consider such action to be democratic or in the best interests of shareholders overall.

Quite frankly we are astonished that a Board of Directors of a plc do not seem to understand the difference between stating their recommendations on how to vote and the process of voting itself which should be fair and equal to all shareholders regardless of whether they agree with the Board or not.

Recommendations

Our view is that shareholders should vote for resolutions 1 and 6 and 10

We recommend voting against resolutions 2, 3, 4, 5, 7, 8 and 9

Reasoning following the resolution order and aiming to be brief (difficult at times!)

Voting for resolution 1

These are straightforward and we see no reason not to approve the report and accounts.

Resolution 2 voting against the remuneration report

The max bonuses are supposed to be 40% yet JS has a 63% bonus

NB is only due to get an additional 10% on securing exceptional deals we do not know what he did for the additional 10% this year

%age increases look high at 18% or over

Bonuses are not closely allied enough to share price performance

Benchmarking to AIM salaries seems to be used as an excuse for over inflated salary levels (combined code warns of risk of this)

No explanation of the greater portion of share options not being tied in to performance

NB never seems comfortable defending his package at meetings suggesting he knows its not defensible and hides behind saying, when asked in general meeting, it would need to be announced to all shareholders at the same time.

Board need to know enough is enough 47% percent of 08 turnover went in Board pay and option charges

Resolution 3 - Voting against Anthony Knights appointment

What value has he added?

Mr Knight made no attempt to contact dissatisfied shareholders until EGM papers were to be filed. Why?

Mr Knight was formerly at Meldex. He resigned because he had personal reasons for doing so so suggesting this was his call yet he still considered it appropriate, having decided to leave, to take 80,000 as compensation for deciding to leave, after having only been in office for 7 months. Do the ULT shareholders need this?

Can ULTs shareholders afford the risk that potential investors steer clear of ULT because of having on its Board, directors that are tainted by association with Meldex a company understood to be being investigated by the relevant authorities because of the actions of the directors?

Mr Knight has said he is alienated from the shareholder group and its supporters at the EGM that was just under 25% of the company. How can he properly represent their views on this basis?

Mr Knight has failed to answer correspondence from shareholders expressing concerns on voting procedures adopted by the company

Mr Knight did not seem to want to listen to concerns being expressed about service delivery to ULTs main customer, the NHS suggesting complaints being made were a good thing as it showed at least the NHS had heard of them.! Do we want a Ned who seems not to understand that the difficulty with which a good reputation is won is in inverse proportion to how easily a bad reputation sticks.

Despite having been non exec for 11 months Mr Knight does not seem to have enough confidence in the company to buy any shares in it!

Resolution 4 - Voting against Gerry Malones reappointment

GM clearly considers that his personal view on how you should vote is more important than yours if you happen to disagree with his view. Hence the one option only papers issued both for the EGM and the AGM coming up.

GM has effectively stated that the corporate governance failings (as noted in EGM papers in the shareholder group statement) were due to time lag that the company was always aiming to be more compliant as it grew. He has stated ULT would meet all appropriate corporate governance guidance as appropriate. These seem empty words against actual deeds . ULT, as part of the current AGM is seeking to amend its Articles. The combined code recommends that non execs in office for 9 years or more should be subject to annual re-election rather than the more usual three yearly rotation. Mr Malone will have been in situ for 9 years in April. If his words were true then why has he (or any of the other NEDs looking after this aspect of ULT) not amended the Articles to enshrine this for ULT, given that they are seeking to update the Articles in any event surely the most convenient time? Why is it that they seek to update them so that non execs salaries can be increased to over 50K (which is in their favour) but not to update the Articles at the same time to bring in annual re-election after 9 years in office as the Combined code recommends (perhaps seen as not in their favour)?

Meldex generates a common link for GM, AK and NB ( re NB via Kryotrans which we understand received loans from Meldex loans which were , per Meldex shareholders , not approved by the Meldex Board ) as directors. GM and NB were also a Chair/CEO double act prior to ULT. No mention of any of these connections at the time of NBs appointment. Why are they not more open about prior business linkages? NB has referred to the Meldex connection as occasional and unrelated It must be pure coincidence then!

GM is supposed to be the bridge between management and shareholders. That bridge resulted in a significant number of shareholders deciding that they were so unrepresented by their Chairman, following having met with him and corresponded with him over a two year period, that an EGM was called. The Board talk of the cost that involved. The cost was entirely down to them & their poor handling of the shareholder relationship. If GM had been doing his job properly it would never have been necessary for shareholders to requisition an EGM. Representing shareholders is part of the job for which GM is paid and for which he seeks re-election.

Since the EGM the shareholder group asked GM to indicate the Boards proposals on how to address their concerns. No response was ever received to that.

Resolution 5 voting against Nigel Brabbins reappointment

In our opinion NB does not maximise opportunities to promote the companys successes.

In our opinion NB does not seem to have communicated effectively his ambition for where he wants the group to be.

Recent PR attempts have been poor for example, the SUN article and offer re the Relief Series had to have the internet version of the article changed. Whilst we do not know why we might guess that it was because the branding message was so confused between BTB and Relief series

As a group, we were not impressed with the delivery of the AGM presentation last year.

RNS flow shows a cynical correlation to AGMs and EGMs. We understand announcements re Northern Ireland may be made pre the AGM.

Our research suggests he is viewed as GMs lapdog. ULT business partners that we have spoken to have described them as Siamese twins and some have also said that if they could have done business with anyone else they would.

When asked about the recent GETFIT deal NB described it as already being income enhancing. Does he understand the difference between income and profit? It may well be adding to income but is this company which was losing money yet adding to profit? Why did NB not state when the deal would be earnings enhancing and give the market the info it needed to properly evaluate the strength of the transaction .

NB made some members feel intimidated at the EGM, speaking to them in the pre meeting gathering and stating he would publicly identify them in the meeting itself in a manner which they felt was threatening. Remember this is from a CEO talking to his investors and was a breach of their rights to privacy!

NB has stated that he considers he cannot afford to buy any shares in the company and does not seem to grasp the impact this has on investor confidence.

NB has stated in meetings with shareholders that the shareholder group is responsible for the poor share price performance but also states that share price is nothing to do with management. This does not seem a consistent viewpoint.

Resolution 6 voting for re-appointment of auditors

Non contentious

Resolution 7 & 8 voting against authority to allot shares and waiver of pre-emption rights

Board have stated desire to knock froth off the number of shareholders so why would they need to have authority to allot even more shares

Boards papers on this state they have no current intention to use either of the powers being given by these resolutions so it seems unnecessary to grant this power as we have no idea what they may use it for

The Board previously said they intended to use these powers to award share options to their staff that had stayed with the business through the difficult times etc and then issued 50m shares in options to NB who had been with the company for only a few months, and to the non execs (contrary to the combined code).

The company has cash in the bank equivalent to approx 25% of ULTs current market value, If they have plans for further aqns (remember currently no intention to use this power) which would need to be satisfied by share issue and thus using these powers rather than using cash it would be significant enough that shareholders should have the opportunity to approve it first

The recent GET FIT purchase was made by diluting existing shareholdings using these powers. GMs view on this was that the dilution was irrelevant At which point does dilution become relevant to their decision taking? The pre-emption waiver allows the Board to continue in this vein via a succession of irrelevant dilutions Nothing in the official announcement re GETFIT indicated when this deal would be earnings enhancing.

If the Board are making deals for which they would not be prepared to have used 10% of the companys cash resources why should they be allowed to do the same with shares?

Resolution 9 voting against amending the Articles

We do not consider it in shareholders best interests to sanction amendments which increase non exec salaries above 50k. GM is already paid above this level. How?

We do not consider it is in the shareholders best interests to sanction amendments which would allow the company to effectively fund directors legal defence against actions taken against them for failing in their duties.

The Articles should also be amended to reflect the guidance in the Combined code for the 9 year in office rule.

Voting for 10 voting for the appointment of Susan Malin

Susans aim is to ensure shareholders interests are given proper consideration and to seek to improve the relations between Board and shareholders.

Past actions of the Board suggest the company needs someone to represent their views lack of independence, links with Meldex, a poor approach to corporate governance

Susan is independent of the current Board and has had no past or current business links with any of them

Contrary to the suggestions made by the Board her appointment is not about passing on inside information she understands fully about confidentiality.

The Board assert that they are fulfilling all their duties. If this is the case this will be very clear to Susan following appointment and would go a long way to re- assuring shareholders. Why is it such an issue to them not to agree to her appointment? The vote at the EGM was close with an almost 50:50 split of the votes cast. This despite the Board spending vast sums of money just to try and prevent her representing shareholders on the Board. Why?

At the EGM GM never referred to the shareholder group that requisitioned the EGM as a minority but has reverted back to that in the AGM papers.

Susans appointment will be a proactive step rather than shareholders having to be re-active after events have happened.

Ultrasis plc comments on resolutions proposed for the AGM on 26TH Feb 2009

Please note these are our views on the proposed resolutions with the aim of explaining what the resolutions are about. They are given to try to assist shareholders in deciding how to vote they are not a legal opinion, nor intended to provide any form of financial advice.

The company has also issued explanatory notes (though the voting instruction form issued with this if you hold via a nominee does not enable you to vote other than in accordance with the Boards wishes somewhat undemocratic if you happen to have a different viewpoint).

Please also note that in addition to voting for or against resolutions it is possible to abstain (if you have the proper voting proxy form). This is intended to give a signal to the Board that whilst you did not wish to vote in favour of a resolution you also did not wish to vote against. You vote will however not count in determining whether a particular resolution is passed or not

Resolution 1 Report & accounts

This simply approves the report & accounts as presented. Whilst you may have questions to ask about particular items within the accounts etc , unless there are concerns that these are manifestly incorrect in some way it would be usual to vote for this resolution. I

Resolution 2 Remuneration report

This lays out the details surrounding the companys remuneration policy. Again you may have questions about certain aspects of this eg the robustness of target setting, or why there is explanation of using performance targets re 40% of the share options but nothing about the reasoning of making the greater portion (60%) non performance related , or about the rates of increase in pay levels.

If you consider that the policies adopted and applied are in the best interests of all shareholders then it is likely you would vote in favour of this resolution. If you consider remuneration policy is inappropriate for the size of company then you would probably vote against this resolution. A vote against does not overturn remuneration paid but should make the Board actively re-assess their current operation of policy.

Resolution 3 Election Anthony Knight

If you wish to see Mr Knight continue as a non executive director than vote for. If you do not consider he should be appointed vote against the resolution.

Resolution 4 Re election Gerry Malone

The position is as for resolution 3. In considering re-election shareholders should consider whether the director concerned has undertaken and performed their duties in a manner suited to a plc director, bearing in mind the specific responsibilities they have in their role. For example, as Chair , Gerry Malones role is stated as being responsible for representing shareholders interests at Board level. If you feel that he has failed in that duty, a vote against is appropriate.

Resolution 5 Re-election Nigel Brabbins

As for 3 and 4.

Resolution 6 Re appointment of auditors

A vote for will mean that the auditors continue in office that would be the expected vote .

Resolution 7 Authority to allot shares

The company currently has an authorised share capital of 2,000,000,000. Of this 495,096,742 have yet to be issued - (the issued shares equates to the issued share per the July 08 accounts plus the shares issued on the GET FIT deal). This resolution gives the directors the authority to issue the shares. Currently, to do so, unless under powers being given under resolution 8, any issue would have to be under pre emption.

Resolution 8 Authority to allot share without pre-emption (Special Res)

This resolution will have to get approval from 75% or more of those voting. This resolution gives the directors the power to either issue shares under a rights issue where the issue is pro rata to existing holdings. This would not dilute your holding if you can afford to take up the rights.

The second part of the resolution gives the directors power to issue 150,490,000 shares to whomever they wished without pre-emption and therefore would dilute your holding if used.

If you are satisfied this power would be used wisely and in your best interests then vote for this resolution. If you consider this would be used to dilute your shareholding in a manner that you would not approve were you to be asked at the time you should vote against the resolution.

Resolution 9 Adoption of amended Articles (Spec Res)

The Board wish to amend the Articles these essentially set out the rules which govern the running of the company. If you consider ALL of these changes to be in your interests you would vote for this resolution. However, if you are not happy with any one of the changes you would vote against because you cannot select which amendments you approve and which you do not.

Resolution 10 Election of Susan Malin

As for 3, 4 and 5. Susan Malin has stated her aim in standing is to represent your interests to ensure best practice is adopted re corporate governance ( as appropriate to the company), that shareholders viewpoint is put forward in Board decision taking and to aim to improve relations with the Board and its shareholders. If you want Susan Malin to be elected you should vote for this resolution and against if you do not.

http://www.dailymail.co.uk/money/article-1151825/SIMON-WATKINS-One-hours-notice-rapid-slump.html

One small private shareholder has managed to put Britain's biggest funds to shame and to prove it is possible for investors - against the odds - to bring boardrooms to account.

Susan Malin's campaign as a shareholder in Aim-listed group Ultrasis should be an inspiration. This week she stands for election to the board and she has a fair chance of success.

Then she would be able to raise all of the questions to which she and some of her fellow shareholders have been unable to get answers.

As a by-product it may even see the current chairman and chief executive removed from their posts. Setting aside the rights and wrongs of this case, it demonstrates powerfully what can be achieved by investors who play their part in making sure companies are properly run.

In the case of Ultrasis, which has no major institutions as investors, it has fallen to Malin and her fellow private investors to take the lead.

The same is not true elsewhere, such as among our banks. The roll call of individuals and organisations that failed to avert the banking disaster gets longer every day and it includes the leading shareholders, who invested billions of pounds of pension fund cash in businesses that have collapsed.

Small investors cannot be expected to know the ins and outs of complex financial instruments, but it might reasonably be expected that our biggest institutional investors were keeping a more expert and professional watch and asking probing questions about the banking system.

Malin's concerns about Ultrasis may or may not be valid, but her campaign, backed only by small private investors, should be an example to the biggest fund managers of what their responsibilities really are.

http://www.dailymail.co.uk/money/article-1151844/The-housewife-Conservative-ex-minister-shareholder-revolution.html

She is a 42-year-old accountant who gave up her job to spend the past six years quietly raising her family. He is a powerful businessman and former Conservative Health Minister.
But this week Susan Malin is threatening to unseat Gerry Malone as chairman of healthcare technology group Ultrasis in a shareholder rebellion that is sending shock waves through Britain's boardrooms as public fury grows over executive pay.

Malin has been involved in a twoyear campaign by angry Ultrasis investors who complain that executive pay packages have been poorly explained to shareholders and that Malone, 57, and chief executive Nigel Brabbins have a domineering influence over the company.

Malin stood for election to the board at an extraordinary general meeting in December and lost by a narrow margin with 48.1 per cent of the vote.

She is standing again at Ultrasis's AGM on Thursday, when she is also calling for shareholders to vote out Malone and Brabbins.

Ultrasis provides computerised therapies for depression and its 'beating the blues' program is in use throughout the NHS.

Despite this, the group made losses of 370,000 last year and its market value has slumped from more than 20million to just over 10million in 12 months.

The rebel shareholders claim that the board has not explained the performance targets for bosses to receive share options and bonuses.

Malin said: 'It looks a lot like an old boys' network to me. We are not being unreasonable - we just want to know that target-setting has been robust.'


More...Ultrasis share prices and data (thisismoney.co.uk)
Time to buy smaller company trusts? (thisismoney.co.uk)
Share deailng info (thisismoney.co.uk)

They concede that Malone's experience as a Health Minister under John Major has helped Ultrasis with its work for the NHS, but they argue that he has 'overstepped the mark'.

They say that Malone and Brabbins are a domineering force at the company and that Malone 'has not demonstrated that he understands what is in the shareholders' interests'.

Gerry Malone: On the way out?
Malin and Brabbins have held talks over their disagreements, but there has been no meeting of minds.
'What I have been trying to get across is that a lot of the issues are just about communication,' she said. 'It does take a degree of patience and forbearance to keep it on a civilised basis, but we have managed to do so.'

The last vote on Malin's appointment was close. Just a two per cent swing in her favour means she will be taking a seat on the board.

On the subject of whether the company needs to be rid of Brabbins and Malone, she said: 'I think shareholders who support us would feel relieved if there was a change at the board level.'

In a statement to Financial Mail, Brabbins, 49, said: 'Ultrasis acts in the interests of all its shareholders, of which there are more than 11,000.

'Ultrasis goes beyond what is required by the Aim rules in respect of corporate governance and has met representatives of this shareholder group on three occasions over an 18-month period, a not untypical schedule for an institution or other substantial shareholder.

'The company takes seriously any shareholder inquiries, which are answered directly by the chairman or chief executive.

'The company provides trading updates twice a year and announces to the market significant business achievements as they occur in accordance with Aim rules.
'In providing such announcements of business progress the company balances informing shareholders with the needs of commercial sensitivity.'

Malone last hit the headlines in 1997 when he lost his supposedly safe Conservative parliamentary seat of Winchester in Hampshire to Liberal Democrat Mark Oaten by two votes.

Malone challenged the result on the grounds that it was too close to be fair. A court agreed and a new election was called. He lost by a humiliating 21,000 votes.

In the elections to the Ultrasis board Malone must be hoping it is Malin who finds she is testing the voters' patience, or he could once again find himself a surprise loser.

As a Meldex holder I wish you all the luck in the World this Thursday in getting them removed from your boardfailure to do so imho will result in disaster for your investmentwith the Mail now involved you have half a chance of fair play
Maybe not half?

You have to laugh!

Ultrasis Issue of Equity





TIDMULT

RNS Number : 4770W
Ultrasis PLC
31 July 2009

?


31 July 2009


Ultrasis plc ("Ultrasis" or "the Company")


Allotment of performance shares and Block Listing Application


Ultrasis has today allotted 2,950,000 new ordinary shares in relation to the
acquisition of Get Fit Technologies Ltd on 18 December 2008. These shares (the
"bonus shares") were issued for achievement of performance criteria and
fulfilling employment obligations set at the time of acquisition. Accordingly,
application has been made for admission of 2,950,000 ordinary shares to trading
on AIM and admission is expected to be effective on 4 August 2009.


The Company has also today applied for a block listing of 111,500,000 ordinary
shares to be issued when options are exercised under the Unapproved and EMI
Share Option Scheme. The rules of the Unapproved Share Option Scheme have
recently been amended to allow for 'net settlement' which enables a fewer number
of shares to be issued in fulfilment of the existing share options thereby
reducing the dilutive effects.


Under the block listing, the shares issued following exercise of options will be
admitted to AIM as issued and Ultrasis will confirm the number of shares so
admitted every six months.

Could someone explain this to me - are directors beng given free shares ?

Rumour has it that ult have lost their NICE endorsement. Prior to feb 06 ult were on their knees with huge losses. What will happen now?

Would be surprised if they "lose" their endorsement as it is a computer based therapy and not a medication where suddenly nasty side effects have come to light

perhaps NICE has decided the "therapy" is a waste of taxpayers money.

has been proven by NICE to be cheaper and more effective than medication-anyway we will find out. Would have thought that if that was the case a RNS should have been issued

this share has been a total waste of investment capital for the last 2-3 years, with the odd flurry of excitement for those of nimble wits ..... as far as i can see, there is no reason at all to put or leave your money here

What is going on here???? 8/10 uptake in the Netherlands. 9/10 roll out in Northern Ireland. What is next France-Germany -rest of EU? ....and in 10 years time the NHS may actually get their finger out and get pct's in the UK to start using BTB as well?

I'm surprised that Labour haven't gone for Beating The Blues in a big way! ;0)

kim, of course not - u need straight jackets for them

you could just be right!

showing signs of life this week