for more information about stanelco click on the links.

driver's research page link
http://www.moneyam.com/InvestorsRoom/posts.php?tid=7681#lastread
website link
http://www.stanelco.co.uk/index.htm

Superrod, thanks for the reassurance; I've gone ahead anyway with that purchase.
I am backing a hunch that next week, (Tuesday, who knows?) we may get another announcement re Wallmart; maybe not the signed up deal, but close on? Merely guessing on my part, although on my first two tranches after I bought news flowed within the week. Hope the luck continues.
I still haven't ruled out purchasing another two tranches, although I would be happier to see the supply of stock slowing. It was a bit unnerving to see the two fairly large end of day sells go through. I still view this as a 'one way ticket ' over a two year period which is the arbitrary timescale I've set for achieving a 10/20 bagger on SEO.
One query I have is if The Age Of Reason is supplying shares into the market by reducing its holding, would SEO be compelled to notify the LSE because of its family link with Howard White?

thank you ii for giving your opinion to my question. at least that's one point of view. i am still not convinced that it is correct. i was hoping for better answers as it is a very valid question. before we (shareholders) give our approval i think we should be told if the 16m euro debt is part of the 25m euro "total consideration" ?
great new thread, driver.!!!!!

Must confess ii that I will continue to put my head in the sand - because everytime I do = the price seems to go up - so here goes (grinding noise) - muffled effect for head now in the sand.

I will pop it up again in the next couple of weeks to see what has happened !!

Baza

Bosley, perhaps this answers your question:

From the RNS:

"Under the terms of the Disposal Agreement to be entered into in accordance with
the Heads of Terms, SP Metal will agree to acquire a 50 per cent. interest in
Biotec, including a 50 per cent. interest in the Vendor Indebtedness from
Stanelco."

If you aquire an interest in "indebtedness" I would assume this to mean that you are now the creditor and not the debtor. In other words, the Vendor has forgiven the loan.

If Stanelco really owed 8 million to the Vendor, I'm sure they would not have hidden it in lawyer language.

niels, my reading of it is that the 16m euro debt is part of the 25m euro total consideration. with sp metal buying 50% they are also taking on 50% of the debt. in other words , the aquisition of biotec costs 9m euros plus 16m euros of debt. the debt is to biotec's owner , kashoggi, so once the deal goes through biotec has, in effect, a clean slate. sp metal are stumping up 50% including 50% of the debt. that's how i see it. how do other people read it? i just want to clarify that buying biotec will not land seo with a large debt.

Bosley, I agree with your conclusion. However, the technicalities are that the debt is assigned to Stanelco, who then assigns 50% of it to SP. The price for the shares have nothing to do with this, except that the debt assignment had to be made by the Vendor for the deal to go through. I.e. the "invoice" does not show the debt, but the debt assignment was a precondition for the deal.

Bottom line: Stanelco does not owe 8 million Euros to the Vendor. (Just as you say).

Well, that's my reading anyway.

The debt is assigned to SEO - as you read the RNS they state that owing to the debt levels of Biotec the present 10M pounds allowance is too low - and they need to increase the allowance - so the whole 16M Euro is going against SEO - maybe this was part of the SP Metal "CONDITIONAL" purchase of that material - ? - !

This 16M Euro debt - more shares to dilute and increased debt levels to cover this Biotec debt of 16M Euro which goes to Stanelco - from the RNS Friday - seems to have stopped the EVO buying in its tracks - my take on last week was that EVO were supporting the price with their buys - buying in ahead of releasing an updated note on Monday - so they could sell to their clients based on their note and ramblings and forward looking guesses contained inside - now since the RNS Friday and realisation of debt levels et al - the buying stopped - EVO could now be sitting on a load of shares and potentially have nobody to sell them too - I think EVO will hurt Monday - Tuesday - if the sellers come in strong - all IMO.

Bosley - to set your restless mind at ease . . .

The following extracts from the RNS re acquisition of Biotec on 6th June and the RNS re circular to shareholders on 5th August make the position clear.


"At the last accounting reference date 31 December 2004 Biotec's Net Assets were
EUR 6.1m and in the last financial year ended 31 December 2004 Biotec made a net
loss of EUR1.3m. This loss was before charging interest of EUR 1m on loans from
Biotec's parent which will no longer be a relevant item after the acquisition."

This tells us that the Euro16m debt on Biotec's balance sheet will have a zero interest effect after acquisition by Stanelco - i.e. Biotec will be paying interest on the debt to its 100% parent Stanelco - zero consolidated P&L effect.

"The Acquisition Agreement further provides for the assignment to Stanelco of
debts currently owed by Biotec to the Vendor amounting to approximately 16
million ("Vendor Indebtedness")."

This tells us that Stanelco are also acqiring from EKL the debt owed by Biotec to its then parent EKL, so that post acquisition Stanelco owns the debt and will receive any interest payments from its new subsidiary. Stanelco has acquired the benefit, not the burden, of the loan.

So Stanelco paid a total of $25m to acquire net assets of Euro6.1m and a debt of Euro16m = Euro 22.1 = ~$26.5m. Seems like a good deal to me.

Subsequently, Stanelco sold half the net assets and half the debt to SP Metal in the same way, so now Stanelco and SP Metal each receive half the interest paid by Biotec on its loan of Euro16m.

On Biotec's books there will be a debt liability owed to Stanelco and SP Metal. On Stanelco's books there will be a loan asset owed to it by Biotec. With a 50/50 JV, there will no longer be consolidated accounts between Stanelco and Biotec, but Stanelco's accounts will show its 50% interest in the P&L and B/S of Biotec. We should be able to see a P&L line stating "interest recived from 50/50 JV Biotec" in future.

Capisce?

sd

sd, grazie. ora capisco tutto. thanks for that. the position is much clearer now.
ii, considering how closely you scan any seo rns, how on earth did you manage to post such shit? even a cursory glance at the rns tells you that 50% of the debt is going to sp metal. your views provide a balance of sorts but, if you do desire any kind of credibility, posting outright bollocks isn't going to work.

SD Hi, Very well explained, move up to kennel one :)

Bos Hi, ii posts nothing BUT bollocks, and has always done so !

Cheers,
PM

The kind of information ii does not want anyone to see ....

From http://www.lemminginvestor.com well worth the subscription :)

A small part of their Stanelco note of April 2005, and so no value for Starpol 2000, but figures are large, as I have said before ....



Mobilisation of sales effort and potential for royalties
Premier is sending a contingent of engineers to Stanelco for an extended period of training and
familiarisation so as to be able to roll out the technology across North America within three months.

Premier and Advancd Energy will each receive a minority interest in Stanelco's conversion and
licence fees for each machine they help to retrofit and support, and must inevitably be strongly
motivated by such an arrangement.

Previously overwhelmed by the sheer size of its opportunity, Stanelco will now be in position to
proceed to licence this technology in North America. The size of Walmart abroad is around x18 times
that in the UK where the need is for "several hundred machines" and the total requirement for just
Wallmart alone must therefore be for 5000 - 8000 machines. Walmart suppliers will thus end up
contributing 125 -200m/pa in royalties, net of operating expenses.

By substantially accelerating the roll out, and therefore the royalties due from H2 2005 onwards, we
would expect this powerful alliance to at least treble the existing forecasts of 1000 machines for those
converted in 2006, and at least quadruple the 1500 envisaged for 2007.

After deducting Cost of Sales, the conversion kits for the retro fitting are expected to leave SEO
margins of 5000 per installation, which still adds up to 25 - 40m for the sub-conttracted work,
modest compared with the royalties which repeat and thus accumulate.


And KBC Pell Hunt suggest those figures could be more than doubled, by this statement ....

"Biotec
The upside is impossible to quantify at the moment but could
potentially match, or even exceed that of the groups GREENSEAL
product."


Cheers,

PM

pm1, i know its a bit quiet and boring but there is really no need for old news .

Pm1
Thanks for that, very enthusiastic report from Lemming Investor.
I take it KBC Pell Hunt; have also got an update then?

Great day! We've sneaked the second test and I reckon it's more than evens that we get an SEO RNS in the first half of this coming week. Tues. or Wed. would be my guess.
PM w/o wanting to encourage too much old news I think it helps from time to time to remind folk why we're here.

Driver Hi,

Nothing on the KBC website yet, I will keep an eye out next week, but they are not as frequent with updates as EVO. Haven't seen anything new from Hardman & Co either, but they do a monthly, and all stocks are shown. Lemming Investor did an update to cover the ASDA trials being completed.

EVO Monthly note should be e-mailed out on Monday, Stanelco should feature heavily, as EVO have missed updating after the last 3 RNS, due to Tim Freeborne being on holiday, so look out for increased interest from tuesday morning onwards :)

Cheers,
PM

Bos/Sharesure Hi,

I don't see that as old news, it is still research looking at 3-5 years down the line, plus a forward looking statement on Biotec ....

Also I was hoping you would pick up on the statement "Premier is sending a contingent of engineers to Stanelco for an extended period of training and
familiarisation so as to be able to roll out the technology across North America within three months." because the note was from 24th April, we are now past the 3 months they expected to start a USA rollout, so do we look at imminent or a longer wait ????

Cheers,
PM

PM My view is that it is imminent, if only because of the much more cautious email responses I've had on some recent queries I've made of them and no one from the company seems available to speak, unlike in very recent times. Or possibly they have been told to be much more careful not to risk breaching LSE rules.

Shresure Hi,

Thanks, same thoughts as me then :)

Cheers,
PM

At least I post the dog's bollocks! lol :)

Well done, sd; you exposed well the complete inadequacy of ii's perverse views - a dishonest charlatan. Fortunately, no one believes a word he says - including ii himself!

Hope kennel 1 is suitably luxurious and has separate apartments for the offspring. Do you have to catch your own meals?

Eric