Just a shell and waiting on sorting out the complicated finances re pensions - claims - property etc .....

No one should even think about it ..... I have just a few as a long term punt as I noted someone buying over and over again .... and they shouldn't be buying


ains




0.09.02 :-2.5, (2.0) of the results, Chairman said: "All trading ceased following the disposal of the business, trade and assets of Serck Controls Limited on 18 January 2002. The Group incurred an operating loss of 2,279,000 (2001:1,106,000) before exceptional charges of 2,863,000 (2001:39,594,000) on sales of 5,675,000 (2001:37,999,000). This resulted in a loss on ordinary activities before interest of 5,142,000 (2001:loss of 40,700,000).

Net assets at 30 June 2002 of 3,526,000 primarily comprised cash of 5,762,000 less liabilities and provisions. Since the final disposal was completed, they have been in discussions with third parties to explore the prospects for a merger which they believe to be the optimum way forward and which will offer shareholders the best potential rewards. They have examined over forty companies and held discussions with many of them. While they have conducted negotiations with several of these companies, they have not been able to reach agreement to proceed for a number of reasons. Among those reasons they have found on the one hand that private owners, notwithstanding the current market conditions, ascribe values to their companies which, in their and their advisers' view, are extremely optimistic. On the other hand, some of the remaining issues in Roxspur, notably pensions, have deterred some companies from proceeding with the company. Indeed, their most promising opportunity fell through following the recent referral of a claim to the Pensions Ombudsman.

Given the materiality of these issues the company commissioned an independent specialist legal report which fully supports their previous advice that these claims are not payable by the Group. Whilst they have prepared these preliminary results on this basis, they cannot be certain of the outcome until decisions have been made by the Ombudsman and other relevant bodies in some months time. In the unlikely event that the claims succeeded in full, their magnitude might be such that the Group could be rendered insolvent.

The Directors, based on the legal and professional advice received, are confident that the claims will not succeed and accordingly have continued to adopt the going concern basis in these preliminary results. With the acquisition over the years by the Group of a number of public and private companies, there have always been a large number of non-trading and dormant subsidiaries in addition to those listed in the Annual Report. At the beginning of this year these companies totalled seventy two. During the course of this year, by a process of liquidation and striking off, this total has been reduced to fifteen which are currently held primarily for resolution of outstanding tax treatments. Considerable detailed work has been necessary in resolving this particular issue.

The operating loss on discontinued activities before exceptional costs comprise the results of all businesses up to the date of their disposal including the results of Serck Controls Limited which made an operating loss of 656,000 prior to its sale. The operating loss from continuing operations relates to head office costs, which amounted to 725,000 in the 6 months to 31 December 2001 and 186,000 in the 6 months to 30 June 2002.

The reductions in the second half year were achieved through redundancies of Group directors and head office staff together with a continuing review of overheads to minimise ongoing costs. Exceptional costs in the year related to additional pension provisions of 675,000 commented upon further below, together with closure costs of 332,000. The loss on disposal of discontinued operations (1,856,000) relates to the sale of the companies and businesses referred to above and comprises a surplus over the book value (8,180,000) representing the difference between the proceeds of sale net of costs, and the net assets sold less goodwill previously eliminated against reserves on original acquisition of these businesses (10,036,000). A further 37,520,000 of goodwill was written back through the profit and loss account last year in respect of these businesses. 14,964,000 cash, net of costs, was generated from the sale of businesses during the year.

Following the sale of Horstmann Group Limited and Roxspur Measurement & Control in July 2001, the company repaid all borrowings and at 30 June 2002 had a positive cash balance of 5,762,000. The Group benefitted from net interest income of 148,000 in the year. Whilst the loss for the financial year was 5,232,000, this is stated after charging 10,036,000 goodwill previously written off to reserves. Accordingly, despite the loss for the year, net assets have increased from (1,286,000) to 3,526,000 at 30 June 2002 reflecting the surplus against book values on disposals.

The net assets at 30 June 2002 amounting to 3,526,000 primarily comprise cash of 5,762,000 less outstanding liabilities. These include taxation of 250,000, provision for pension liabilities of 1,400,000 and provisions amounting to 498,000 in respect of leased properties sublet to non-group companies at rents lower than the rental payable by the Group...

We continue to view the opportunity to merge with another company, public or private, who can use our cash resources for the profitable growth of their business as the best way forward for our shareholders. However, it has now become apparent that the prospects of such a merger are likely to remain uncertain pending resolution of the key pension issues. The alternative of liquidating the Group, would also be problematic and no distribution could be made pending resolution of these issues.

The pension issues are particularly material to the Group. Following initiation of the winding up of all the Group's pension schemes, the trustees are claiming up to an estimated 4.5m in excess of the provision of 1.4m in these preliminary results. These claims relate to amounts which we consider to be without foundation since they fall outside the Group's legal obligations to the relevant pension schemes. These claims will continue to be vigorously contested."

all helps


Roxspur PLC ('Roxspur' or the 'Group') is pleased to announce the disposal of
its last remaining freehold property, currently occupied by a business
previously owned by the Group, to SCI Les Grands Saulnes Srl, for 150,000 in
cash, net of expenses.

The property generated a loss after expenses of 10,000 in the year ended 30
June 2002. The net book value of the property sold was 96,000 as at 31
December 2002. The cash consideration will supplement the existing cash
reserves of Roxspur.

Interesting situation



EGM requisitioned by Globex Investments Ltd



Shareholders advised by the Board to vote against the Globex proposals





EGM convened for Wednesday 4 June 2003



Resolutions to appoint 2 directors nominated by Globex and to remove the
existing directors



The Board of Roxspur recommends that shareholders vote against all the
resolutions because:



- Globex has been unable or unwilling to disclose any information on the
proposed transaction that would enable your directors to properly assess their
proposals



- Any transaction should be entered into after the pension Ombudsman has
replied to the group's submission, which the directors expect soon and in the
company's favour



- The proposed change of directors would give effective control to
Globex, a 20% shareholder, without making an offer for the company



- The proposed directors have no experience of running publicly listed
companies

Talk is that Globex want to effectively sell RXS to another company - prob at a discount to net asset value - rxs would then be a subsidary of this other company. Hmmmmmmmmm

LONDON (AFX) - Roxspur PLC has urged shareholders to vote against resolutions put forward by shareholder Globex at the company's extraordinary general meeting convened for June 4.
Globex is calling for shareholders to appoint 2 directors nominated by itself and to remove the existing directors.

In a statement to the stock exchange Roxpsur hit out at the resolution, claiming the proposed change of directors would give effective control to Globex, a 20 pct shareholder, without it making an offer for the company.

We now have the relevant documentation covering the egm - its scheduled for June 4 and postal votes need to be in by Monday the 2nd.

Share price is up a tad today @ 2/2.75p and current net asset valuation is 6p a share - subject to the pension thingy being satisfied in the way the company believes is probable.

I will leave my voyte until the last minute but it is probable I will be voting no to the proposal .... not because I trust the current board 100% but they are the lessor of two evils maybe


ains

ticking up as Globex now claim 11.335 million shares or 22.2%

now 2.25/2.75p

Now up again at 2.5/3p but antyone interested need to read this







RNS Number:4087L
Roxspur PLC
22 May 2003

22 May 2003

Roxspur PLC



Further information with regard to the Extraordinary General Meeting on 4 June
2003



Roxspur PLC announces that it has posted a circular to Roxspur Shareholders
informing them of some recent developments that reinforce the Board's
recommendation that Shareholders vote against the Resolutions being proposed at
the Extraordinary General Meeting of the Company on Wednesday, 4 June 2003. The
EGM has been requisitioned by a new shareholder, Globex Investments Ltd and will
consider the Resolutions proposed by Globex for the appointment of two new
directors nominated by Globex and the removal of the existing directors, Peter
Ryan and Martin Eberhardt, as directors of the Company.



Recent Developments



Failure by Globex to communicate with the Board



Globex stated in its letter to Shareholders that in relation to two potential
merger partners it would "pursue these negotiations to completion during the run
up to the EGM". Globex has made absolutely no attempt to keep the Board
informed as to the status of these discussions or indeed whether they are
continuing.



Unequal treatment of Shareholders



The Board understands that some background information on the potential merger
partners has been circulated to certain shareholders. However, this information
has not been provided by Globex to the Board nor, more importantly, circulated
to all Shareholders. This suggests Shareholders are not being treated equally
and reinforces the Directors' concerns regarding a single minority shareholder
controlling the Roxspur board.



Share purchases



Since the letter sent to Shareholders on 9 May 2003, Globex has acquired
additional Roxspur shares in the market, no doubt to provide them with a voting
advantage at the EGM. Despite being requested to consider making a general cash
offer to all Shareholders to acquire their Roxspur shares, Globex has declined
to do so.



Pension trustee concerns with Globex proposals



The independent trustee of the BETEC Retirement Benefits Plan has raised
concerns with the Globex proposals and is urgently seeking assurances from
Globex that "in the event that Globex Investments Ltd is successful at the EGM,
the current assets of Roxspur PLC will be preserved in full". The Board
considers that if given by Globex, such assurances would effectively prevent
Globex from implementing its proposals.



THE BOARD REJECTS THE RESOLUTIONS FOR THE FOLLOWING REASONS



Flawed Globex proposals



Globex has informed the Board that the Proposed Directors (being Roger Coyle and
Justin Stewart) wish to control Roxspur to extract its cash resources before the
ruling of the Pension Ombudsman. The pension trustee's concerns noted above
endorse the professional advice given to the Board of the risks of seeking to
withdraw the Company's cash before the Pension Ombudsman rules.



Potential loss of shareholder value



The Board believes that any transaction effected prior to the Pension Ombudsman
ruling would be structured at a significant discount to the current net asset
value of approximately 6 pence per share.



Absolute control of the board by a single minority shareholder



If the Resolutions are passed, this would result in Globex, a shareholder
holding only approximately 24 per cent. of Roxspur, effectively controlling the
Company through the Proposed Directors.



The inexperience of the Proposed Directors



The Board remains extremely concerned about the Proposed Directors' absence of
experience in running listed public companies and their limited credentials in
running private companies.



Extraordinary General Meeting



The EGM of the Company will be held at 2.30 p.m. on Wednesday 4 June 2003 at the
offices of Nabarro Nathanson, Lacon House, Theobald's Road, London WC1X 8RW, at
which the Resolutions will be proposed.



If Shareholders have any questions in respect to the Globex proposals they
should contact either Peter Ryan or Martin Eberhardt. If Shareholders have any
questions on the form of proxy or the action they should take, please contact
the Roxspur Shareholder Helpline on 0870 7200 689. This Helpline will be
available from Friday 23 May 2003 between the hours of 8.30 a.m. and 5.00 p.m.
Monday to Friday, and between the hours of 10.00 a.m. and 5.00 pm on Saturdays.
For legal reasons, the Roxspur Shareholder Helpline will be unable to provide
financial or taxation advice, or advice on which way to vote on the Resolutions.



Recommendation



The Board strongly considers that the Resolutions proposed by Globex are NOT in
the best interests of Shareholders as a whole and recommends all Shareholders to
vote AGAINST all of the Resolutions to be proposed at the EGM.

up 14% today @ 313 mid with several million shares changing hands ahead of the EGM



ains