bosley
- 20 Feb 2004 09:34
automatic
- 12 Oct 2006 09:04
- 21316 of 27111
Dear Sir,
Thank you for your email.
As you probably know, Stanelco made a detailed comment on its rights and obligations concerning the JV agreement for Biotec in its RNS statement dated 9th Oct 2006 entitled " "Proposed Placing & Open Offer" .
It should be noted that the JV agreement between Sphere and Stanelco is subject to confidentiality restrictions and that the views and interpretations expressed in the above referenced RNS statement are those of Stanelco, not of Sphere;
For your convenience, please find an abstract below from the referenced RNS statement.
PS : Definition at end of RNS Statement : MAP = Modified Atmosphere Packaging, which enables a product's shelf life to be extended.
Regards
Marielle Cayron-His
Directrice de la Communication
Groupe SPHERE
Assistante de la Communication
Sandrine Bard
T. : +33 (0)1 53 65 23 00
Biotec is a subsidiary of Stanelco jointly-owned in equal shares with SPhere. The intellectual property in Biotecs products is owned by Biotec and its subsidiaries. Under the terms of the Joint Venture Agreement Stanelco and SPhere agreed that Biotec would manufacture all products to be manufactured pursuant to Biotecs IP and processes (Biotec Materials), but that the parties would be entitled to manufacture Biotec Materials themselves should the capacity of the joint venture be insufficient to meet their respective needs. In such event, Stanelco has the exclusive right to manufacture Biotec Materials relating to MAP.
Stanelco has developed various opportunities for the sale of Biotec products in the US which require the building of micro-manufacturing facilities in the US. Stanelco intends to exploit these opportunities in accordance with the provisions of the Joint Venture Agreement. As such, in the first instance these opportunities would be available to Biotec to the extent that Biotec, with the agreement of Stanelco and SPhere, is willing and able to construct facilities in the US to meet such demand. To the extent that Biotec is not able or willing to create sufficient capacity to meet this demand, Stanelco intends to do so itself in accordance with the provisions of the Joint Venture Agreement.
In order to exploit opportunities in the US relating to the manufacture of Biotec Materials relating to MAP, it will be necessary for Stanelco to make use of Biotecs intellectual property. The Joint Venture Agreement does not, however, explicitly create a licence for Stanelco to use Biotecs intellectual property nor does it expressly provide for SPhere to co-operate with Stanelco in order to procure that Biotec grants Stanelco the appropriate licence to use Biotecs intellectual property. Having taken confirmatory legal advice on the interpretation of the Joint Venture Agreement (on the basis, inter alia, that Biotec has insufficient capacity to meet Stanelcos requirements for Biotec Materials relating to MAP, particularly in the US, that it is unable or unwilling to build the facilities in the US to meet such requirements and the parties have or will have unsuccessfully tried to find alternative solutions to minimise the impact on Biotecs business in accordance with the provisions of the Joint Venture Agreement), Stanelco believes that there is an implicit obligation on SPhere to co-operate with Stanelco to pass a shareholder resolution directing Biotec Holding GmbH to grant the appropriate licence to Stanelco or to procure that the relevant Biotec entity does so.
There is, however, a risk that in such event SPhere will not co-operate with Stanelco in which case Stanelco would need to refer the matter to arbitration under the terms of the Joint Venture Agreement. In such event, there is also a risk that the arbitrator would find against Stanelco and would not oblige SPhere to co-operate in procuring that Biotec grants Stanelco the appropriate licence. In addition, unless and until such time as Stanelco obtains the appropriate licence from Biotec, there is a risk that the relevant Biotec entity will seek to bring an action against Stanelco for infringement of its intellectual property rights and that the German courts will uphold any such action.
10/10/2006 22:31
A communication@spmetal.com
cc
Objet seo
inqui
Tonyrelaxes
- 12 Oct 2006 09:07
- 21317 of 27111
".. are those of Stanelco, not of Sphere.. "
That means Sphere do not agree, otherwise they would not have worded it thus.
Thanks, Automatic
Tonyrelaxes
- 12 Oct 2006 09:09
- 21318 of 27111
Nice to see us above 1p.
10p next tartget?
automatic
- 12 Oct 2006 09:30
- 21319 of 27111
tony
any thoughts as to what s going to happen, do you think there will be a bid for SEO, or are SEO heading for another court case, (with Sphere)
sellsell
- 12 Oct 2006 09:31
- 21320 of 27111
apparently SEO mentioned on CNN re new age packaging.
hewittalan6
- 12 Oct 2006 09:35
- 21321 of 27111
What?? We're gonna Greenseal a load of middle aged hippie tree huggers who think they are witches in Starpol?
Gets my vote.
alfalfa
- 12 Oct 2006 09:38
- 21322 of 27111
Would it be off-beam to suggest that many of these AT purchases are shorts closing ?
Alfa.
Tonyrelaxes
- 12 Oct 2006 09:48
- 21323 of 27111
Auto
Frankly, Dunno.
Sphere could possibly just be sabre rattling, with a whinge or a valid stance.
They could also be willing it down in advance of bidding. If [as ;-) ] big news is coming very soon this would be the time as the news should rapidly increase the Market Cap.
Sphere certainly would also know about, or have a good idea of, some of what is to come - through Biotec who would have been made aware of anticipated or even reserved materials requirements from SEO for MMFs in the coming year.
maestro
- 12 Oct 2006 09:50
- 21324 of 27111
CNN news just filtering through..get in quick!
Tonyrelaxes
- 12 Oct 2006 10:08
- 21325 of 27111
Every community has one!
greekman
- 12 Oct 2006 10:24
- 21326 of 27111
Alan,
Your news item, could not fail to cheer us up.
Someone mentioned a Blackadder Script.
If SEO do go down, I will feel like Blackadder when he went over the top (1st world war episode). But if they do make me big money, I will celebrate by going out and buying the biggest turnip I can find. You have to be a Blackadder fan to follow that one.
But seriously,nice to see most of us not allowing ourselves to become too morose in the present situation.
stockdog
- 12 Oct 2006 10:36
- 21327 of 27111
So this is the plan, men. We're going to buy the most exciting IP in the world. Then - and this is the clever bit - we're going to sell half so that we can't make a decision on our own what to do with it. Dickheads!
In the end management is as important as everything else put together.
hewittalan6
- 12 Oct 2006 10:43
- 21328 of 27111
Good work, baldrick
bosley
- 12 Oct 2006 11:08
- 21329 of 27111
sd, that certainly is a cunning plan.
driver
- 12 Oct 2006 11:41
- 21330 of 27111
The Blackadder Script is now on the Research Page for all eternity.
59) The Blackadder Script.
http://www.moneyam.com/InvestorsRoom/posts.php?tid=7681#lastread
hewittalan6
- 12 Oct 2006 11:53
- 21331 of 27111
Driver, I am touched. Genuinely!!
Alan
kimoldfield
- 12 Oct 2006 12:45
- 21332 of 27111
Alan, Driver.....priceless stuff :o)
kim
oblomov
- 12 Oct 2006 13:02
- 21333 of 27111
Just got back - catching up. Sphere rumours interesting. Repeating my post of 3rd. October - could I have got it right with the final paragraph?
oblomov - 03 Oct 2006 08:31 - 20618 of 21332
It seems very strange that Sphere should make an announcement of what Stanelco are or are not doing. Why should they make the announcement and not SEO?
Isn't Biotec IP crucial for Starpol to go ahead? If so SEO would appear to be a dead duck. Lots of scenarios, but what about this one.
SEO are not going to license the IP in its planned US JV, but Sphere are.
Could it be that the US JV has stumbled because of SEO's precarious financial position and so the licensing and deal will be done by Sphere, who are financially secure?
Another (darker) scenario is that Sphere are taking advantage of SEO's financial position and are positioning to pick up SEO's share in Biotec at a bargain price!
oblomov
- 12 Oct 2006 13:22
- 21334 of 27111
Doc re. Posting of Prospectus
RNS Number:3769K
Stanelco PLC
12 October 2006
Immediate Release 12 October 2006
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN.
Stanelco plc
("Stanelco" or the "Company")
Posting of Prospectus
Teather & Greenwood Limited, sponsor, financial adviser and stockbroker to
Stanelco, confirms the prospectus relating to the proposed Firm Placing of
1,375,000,000 New Ordinary Shares and the Open Offer of 600,992,559 New Ordinary
Shares at 0.8 pence per New Ordinary Share, of which 148,278,000 New Ordinary
Shares are being placed subject to clawback to satisfy valid acceptances under
the Open Offer, the Notice of Extraordinary General Meeting and the notification
of the change of accounting reference date to 31 December (together, the
"Prospectus"), as announced on 9 October 2006, was posted today to shareholders
on the register of members of the Company at the close of business on the record
date of 6 October 2006.
Copies of the Prospectus have been submitted to the UK Listing Authority and
will shortly be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. 020 7066 1000
Copies of the Prospectus will be available free of charge to the public at the
offices of Teather & Greenwood Limited, Beaufort House, 15 St. Botolph Street,
London, EC3A 7QR during normal business hours on any week day (Saturdays and
public holidays excepted) for the life of the Prospectus and from the Company's
website at www.stanelcoplc.com.
TIMETABLE OF PRINCIPAL EVENTS
The following timetable of principal events, as set out in the Prospectus,
replaces the timetable of principal events in the announcement of 9 October
2006.
2006
Record Date for the Open Offer close of dealings on 6 October
Announcement of the Issue to the London Stock Exchange 9 October
Ordinary Shares marked 'ex entitlement' 10 October
Prospectus and Application Forms despatched 12 October
Open Offer Entitlements credited to CREST stock accounts of 13 October
Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 26 October
Entitlements from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 30 October
Latest time and date for splitting Application Forms (to satisfy bona 3.00 p.m. on 31 October
fide market claims)
Latest time and date for receipt of completed Application Forms and 11.00am on 2 November
payment in full under the Open Offer or settlement of relevant CREST
Instruction (as appropriate)
Latest time and date for receipt of completed Forms of Proxy 11.00am on 4 November
Extraordinary General Meeting 11.00am on 6 November
Admission and commencement of dealings in the New Ordinary Shares 7 November
Expected date for crediting of New Ordinary Shares to CREST stock 7 November
accounts in uncertificated form
Expected date of despatch of definitive certificates for New Ordinary by 21 November
Shares in certificated form
Teather & Greenwood Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for the
Company as sponsor, financial adviser and stockbroker in relation to the Issue
and no-one else in connection with the arrangements described in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to customers of Teather & Greenwood or for
advising any other person in connection with the arrangements described in this
announcement.
For further information please contact:
Stanelco plc
Martin Wagner, Chief Executive
Sylvia Leavey, Investor Relations
Tel: 44 (0) 2380 867 100
Press: Financial Dynamics
Jonathon Brill/Billy Clegg
Tel: 44 (0) 20 7831 3113
This announcement is for information only and does not constitute an offer or
invitation to acquire or dispose of any securities or investment advice in any
jurisdiction.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial advisor.
The information contained in this announcement is not for release, publication
or distribution, directly or indirectly, to persons in the United States,
Canada, Australia, Japan or the Republic of South Africa. This announcement is
not an offer of securities for sale into the United States. The New Ordinary
Shares have not and will not be registered under the US Securities Act of 1933,
as amended and may not be offered or sold directly or indirectly, in the United
States absent registration or an exemption from registration. There will be no
public offering of securities in the United States. The New Ordinary Shares have
not and will not be registered with any regulatory authority of any state within
the United States.
This announcement has been issued by Stanelco and is the sole responsibility of
Stanelco.
Defined terms used in this announcement are as used in the Prospectus.
This information is provided by RNS
The company news service from the London Stock Exchange
oblomov
- 12 Oct 2006 13:27
- 21335 of 27111
Picked this up on another BB - apparently its from a piece on SEO in todays Shares Magazine
'Because of its technology, this company may be worth a punt but wait
to see if the price falls further.'
So, from a buy to a sell (going bust) and back to a buy in 2 weeks - I'm glad I dont waste my money on this rag.