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66s are really useful engines on big layouts, but a bit big for most kids ones

 

Actually, as I;m writing this I'm prompted to wonder whether the scale might be wrong and whether N gauge might be a better bet than 00 for kids - larger layout, more wagons, in a small space.

 

The physical size of the models isn't an issue; I was brought up on Lone Star die-cast trains and track and todays generation has a wide and varied selection of "Hotwheels" and the like.

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For many youngsters preserved railways will be where they see trains. The little ones I know (thats under 10s) prefer steam to to diesel or modern multi units. If kids in primary school are asked to draw a train most of them will draw a steam hauled train. I expect that to keep interest for teenagers there needs to be more contemporary stock.

 

Going off at a bit of a tangent, it might be worth the likes of Hornby experimenting with BPRC.  An existing loco could be used but it would require a completely new chassis with built in battery and charging socket. I have an RC car that just plugs into the transmitter to recharge - what could be simpler? Ok it only gives 10 minutes or so running between charges but that is long enough in one go for the grandkids and it only cost £9.99. A BPRC loco could be used with plastic track enabling an interesting variety of track plans to be built and broken down very easily and cheaply and without the need for any wiring. This gives greater variety to the possible play and allows outdoors and indoors quick set up. I know there are sets like this available at the moment but not with reasonable looking loco/stock and not from a well known brand and not compatible with the mainstream hobby.

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66s are really useful engines on big layouts, but a bit big for most kids ones

 

Actually, as I;m writing this I'm prompted to wonder whether the scale might be wrong and whether N gauge might be a better bet than 00 for kids - larger layout, more wagons, in a small space.

 

The physical size of the models isn't an issue; I was brought up on Lone Star die-cast trains and track and todays generation has a wide and varied selection of "Hotwheels" and the like.

 

N gauge is the main system in Japan probably for the reasons you state. Probably too small for small children but maybe good for older children showing an interest.

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Going off at a bit of a tangent, it might be worth the likes of Hornby experimenting with BPRC.  An existing loco could be used but it would require a completely new chassis with built in battery and charging socket. I have an RC car that just plugs into the transmitter to recharge - what could be simpler? Ok it only gives 10 minutes or so running between charges but that is long enough in one go for the grandkids and it only cost £9.99. A BPRC loco could be used with plastic track enabling an interesting variety of track plans to be built and broken down very easily and cheaply and without the need for any wiring. This gives greater variety to the possible play and allows outdoors and indoors quick set up. I know there are sets like this available at the moment but not with reasonable looking loco/stock and not from a well known brand and not compatible with the mainstream hobby.

 

Well the Marklin "My World" trains just about fit that description. Certainly a well known brand in some countries, and the trains run on 00/H0 track. As for reasonable looking, the trains are more caricatures than scale models but with recognisable prototypes.

 

It looks as if Hornby is planning something similar and it could go down very well.

 

As you say, there's a lot to be said for track that can be easily and quickly set up and changed - and trains that can stand running on the floor without getting fluff in the mechanisms and are robust enough to be trodden on.

 

I could imagine a product like that, coupled with the Hornby name, selling extremely well and - perhaps - providing a path for some into 'proper' model railways.

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Stock Exchange announcement this morning:

 

 

PUBLICATION OF CIRCULAR
Released 07:00 25-Apr-2017
 
Hornby PLC
25 April 2017

 

Hornby Plc 

("Hornby" or "the Company")

 

25 April 2017

 

Publication of Circular

 

On 7 April 2017 the Board of Hornby received a notice pursuant to sections 168 and 303 of the Companies Act 2006 (the "Requisition Notice") requiring the Directors to convene a general meeting of the Company (the "Requisitioned General Meeting") to propose two ordinary resolutions to remove Roger Canham from office as a director of the Company with immediate effect and to appoint Ian Alexander Anton as a director of the Company with immediate effect (together the "Requisitioned Resolutions").  Hornby is today publishing a circular including a letter from David Adams, the Company's Senior Independent Non-Executive Director, along with the notice of the Requisitioned General Meeting to be held at the offices of the Company's solicitors, Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA on 16 May 2017 at 11.00 a.m., at which the Requisitioned Resolutions will be proposed.

The Directors unanimously consider that the Requisitioned Resolutions, as put forward by the requisitionists, are not in the best interests of the Company or its shareholders as a whole. Accordingly, the Directors unanimously recommend that its shareholders vote against both of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting for the following reasons:

·      the strategy currently being pursued by the Board is well thought-out and is working;

·      the current structure and composition of the Board is consistent with good corporate governance; and

·      the Board has the support of a majority of its shareholders.

The Directors intend to vote against each of the Requisitioned Resolutions in respect of their own legal and beneficial holdings of Ordinary Shares amounting in aggregate to approximately 159,500 Ordinary Shares or 0.19 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement).

Following receipt by the Company of the Requisition Notice, the Board sought the views of its major shareholders. Subsequently, the Board has received irrevocable undertakings to vote against each of the Requisitioned Resolutions from Phoenix Asset Management Partners Limited, Ruffer LLP (acting as agent on behalf of its clients) and Downing LLP in respect of, in aggregate, ordinary shares representing 45,637,248 ordinary shares and 53.96 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement). 

A full copy of the circular containing the notice of the Requisitioned Meeting will be available later today at www.Hornby.plc.uk/aim-rule-26/ 

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So what is Anton proposing? A return to 'design c***er', or simply maintaining a focus on toy market as well as detailed models?

There needs to be more clarity.

Hornby appears to be turning a corner, would be a shame to destroy things now.

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So what is Anton proposing? A return to 'design c***er', or simply maintaining a focus on toy market as well as detailed models?

There needs to be more clarity.

Hornby appears to be turning a corner, would be a shame to destroy things now.

 

It's now completely academic what Anton is proposing: if the directors already have "irrevocable" votes against Anton by >53% of the shareholders, his bid for glory is dead.

 

Paul

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Stock Exchange announcement this morning:

 

 

PUBLICATION OF CIRCULAR
Released 07:00 25-Apr-2017
 
Hornby PLC
25 April 2017

 

Hornby Plc 

("Hornby" or "the Company")

 

25 April 2017

 

Publication of Circular

 

On 7 April 2017 the Board of Hornby received a notice pursuant to sections 168 and 303 of the Companies Act 2006 (the "Requisition Notice") requiring the Directors to convene a general meeting of the Company (the "Requisitioned General Meeting") to propose two ordinary resolutions to remove Roger Canham from office as a director of the Company with immediate effect and to appoint Ian Alexander Anton as a director of the Company with immediate effect (together the "Requisitioned Resolutions").  Hornby is today publishing a circular including a letter from David Adams, the Company's Senior Independent Non-Executive Director, along with the notice of the Requisitioned General Meeting to be held at the offices of the Company's solicitors, Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA on 16 May 2017 at 11.00 a.m., at which the Requisitioned Resolutions will be proposed.

The Directors unanimously consider that the Requisitioned Resolutions, as put forward by the requisitionists, are not in the best interests of the Company or its shareholders as a whole. Accordingly, the Directors unanimously recommend that its shareholders vote against both of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting for the following reasons:

·      the strategy currently being pursued by the Board is well thought-out and is working;

·      the current structure and composition of the Board is consistent with good corporate governance; and

·      the Board has the support of a majority of its shareholders.

The Directors intend to vote against each of the Requisitioned Resolutions in respect of their own legal and beneficial holdings of Ordinary Shares amounting in aggregate to approximately 159,500 Ordinary Shares or 0.19 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement).

Following receipt by the Company of the Requisition Notice, the Board sought the views of its major shareholders. Subsequently, the Board has received irrevocable undertakings to vote against each of the Requisitioned Resolutions from Phoenix Asset Management Partners Limited, Ruffer LLP (acting as agent on behalf of its clients) and Downing LLP in respect of, in aggregate, ordinary shares representing 45,637,248 ordinary shares and 53.96 per cent. of the issued ordinary share capital of the Company (as at 24 April 2017, being the latest practicable date prior to the date of publication of this announcement). 

A full copy of the circular containing the notice of the Requisitioned Meeting will be available later today at www.Hornby.plc.uk/aim-rule-26/ 

 

 

The 'circular' has now been published; below is an extract of the main content (only the admin, top-and-tail, etc bits are omitted).

 

 

Dear Shareholder,

Notice of Requisitioned General Meeting

 

1 INTRODUCTION

On 7 April 2017 your Board received a Requisition Notice requiring the Directors to convene a general meeting of the Company to propose two ordinary resolutions to remove Roger Canham from office as a director of the Company with immediate effect and to appoint Ian Alexander Anton as a director of the Company with immediate effect.

The purpose of this document is to explain why your Board unanimously recommends that you VOTE AGAINST the Requisitioned Resolutions.

 

2 BACKGROUND

In the Company’s circular of 22 June 2016, the Board detailed the difficulties the Hornby business had faced during 2015, which had resulted in trading losses and, in early 2016, a breach of the covenants under the Company’s banking facility. The Company’s CEO at that time resigned, and Steve Cooke, who had been the Company’s Finance Director, was appointed Chief Executive of the Company.

 

The Board undertook a complete review of the Company’s operations, including its brands, product lines, distribution channels and territories. A new strategy was formulated, approved by the Company’s lender and supported by certain of the Company’s largest Shareholders. In July 2016, the Company successfully completed a placing and open offer, raising approximately £8.0 million through the issue of new Ordinary Shares in the Company and renegotiated its banking facility.

The Board is delivering its stated strategy as planned and acted over the last year to restructure areas of the business that required fundamental change, in order for the Company to deliver sustainable profit and cash generation as soon as possible.

The strategy, which the Company is delivering in line with the plan outlined at the equity raise last July, is focused on the following:

a) Reduction of business scale and cost: The Company has focused on the most profitable and cash generative areas of the business and made significant cost savings. As at November 2016, changes to the UK business had realised annualised headcount cost savings of £0.8 million, with changes to the European business realising £1.2 million. As guided last June, the effect of this was expected to be a reduction of revenue for FY17 vs FY16 of approximately 20-25%.

b)  Maintain key UK brands: The Company has retained all its key UK brands, including its highly recognisable and profitable brands (Hornby, Scalextric, Airfix, Humbrol and Corgi) which are core to the Company’s strategy. As previously reported, this is supported by around £1.5 million of capital investment this financial year (2015: £4.6 million) into new product tooling (£1.2 million) and enhancing the Company’s operational IT systems (£0.3 million). Further, the management team have spent a great deal of time and effort on improving service to core Hornby customers, especially its independent and national distribution channels. 


c)  Focused product range: The Company has reduced its product line by approximately 40 per cent. to approximately 1,400 product lines, focusing on higher gross margin products and reducing complexity and activity levels which has allowed the Group to cut significant costs from operations as outlined above. The Company has also reviewed the product range under each brand and is working with its customers to improve how each range is presented in-store to drive improved sales for both Hornby and its customers. 


d)  Refine channel strategy and exit concessions: The Company has exited most of its concessions as it increases its focus on profitable channels to market. 


e)  Changes to European operating model leveraging UK central services: The Company is refocusing its European business on its most profitable European model rail brands. In addition, the Company has centralised its operations and product development in the UK, expanding the customer and sales support capability by recruiting a number of multi-lingual, skilled individuals in order to provide pan-European service to the Company’s customers. The changes have also resulted in a reduction of £1.2 million in the cost base of the Group’s European business, as described above. 


f)  Stock reduction: As previously announced, at 31 December 2016 stocks were £11.2 million (2015: £15.5 million). 


g)  Property: On 13 June 2016, the Company sold its Spanish property for €1.3 million and on 28 February 2017 it sold its Margate property for £2.25 million. This has helped to strengthen the Group’s balance sheet. 


 

3 TRADING UPDATE

The Company announced a trading update on 7 April 2017, in which it outlined the solid progress being made on the turnaround plan.

The first stage of Hornby’s turnaround is now complete and has progressed in-line with the Board’s plan. The Group has restructured its UK and European operations, resulting in structural improvements to the cost base, and has re-engaged with its core independent retailer base as part of a re-positioned sales channel strategy. The product range has been rationalised and re-focused which has allowed Hornby to reduce capital expenditure and improve working capital.

The business is focused strongly on improving cash flow and at 31 March 2017 net cash on the balance sheet was £1.1 million (31 March 2016; net debt £7.2 million) which was ahead of management’s expectations. This has resulted from sound underlying trading combined with a carefully managed programme of stock reduction and the successful sale of the Group’s Margate site.

 

4 CURRENT TRADING & OUTLOOK

As the Group has previously stated, the year ended 31 March 2017 has been one of transition and, as a result, Hornby was loss making during this period in line with the Board’s expectations. Revenue performance for the full year was slightly ahead of plan, with the fourth quarter showing an improving trend.

With the first phase of the turnaround plan now largely complete, Hornby is confident in the business’ underlying trading momentum as it embarks on the next phase of its turnaround plan. Having placed the Group on a solid financial footing, Hornby’s focus is now on realising the full potential of its iconic brands.

 

5 REASONS FOR THE BOARD’S RECOMMENDATION TO VOTE AGAINST THE REQUISITIONED RESOLUTIONS

The Company is trading in line with the Board’s financial expectations and is implementing the turnaround plan supported by its Shareholders at the time of its equity raise in July 2016. The Board is surprised by the timing of the Requisition Notice and its intent, as it considers the Company to be showing increasing signs of improved performance; the Board remains fully supportive of the current strategy.

Your Board unanimously recommends that you VOTE AGAINST the Requisitioned Resolutions for the following reasons:

The strategy currently being pursued by the Board is well thought-out and is working

The strategy currently being pursued by the Board was the result of a complete review of the Company’s operations, including its brands, product lines, distribution channels and territories, supported by the use of external consultants. It gained the support of the Company’s major Shareholders and lending bank in July 2016, and has been successfully implemented since. The Company has reported trading and operational milestones since July 2016 in line with the Board’s expectations and the Board remains confident that this strategy is the correct course of action to return Hornby to profitability and generate long term value for all Shareholders.

The current structure and composition of the Hornby Board is consistent with good corporate governance

The Board considers good corporate governance important to the Company and to safeguarding Shareholders’ interests. For that reason, the Company operates with a majority of Directors independent of its largest Shareholder, and has nominated a Senior Independent Non-Executive Director. Roger Canham is an experienced director, who brings a great deal of experience and expertise to the Board. In accordance with, and to maintain, good corporate governance principles, the Company and Phoenix entered into a relationship agreement dated 22 June 2016, which ensures the Company carries on its business independently of Phoenix. Further, the Board’s two independent non-executive directors are highly skilled and experienced individuals, recruited through a rigorous process, offering due challenge to the strategy and decision making process of the Board. The Board believes in the value of sound corporate governance and in maintaining an effective and diverse board of directors.

The Board has the support of a majority of its Shareholders

In considering the Requisitioned Resolutions, the Board has sought the views of its major Shareholders. Subsequently, the Board has received irrevocable undertakings to VOTE AGAINST the Requisitioned Resolutions from Phoenix, Ruffer LLP (acting as agent on behalf of its clients) and Downing LLP in respect of, in aggregate, Ordinary Shares representing 45,637,248 Ordinary Shares and 53.96 per cent. of the issued Ordinary Share capital of the Company (as at 24 April 2017 being the latest practicable date prior to the date of publication of this document). The Requisitioned Resolutions therefore will not be passed at the Requisitioned General Meeting. This position has been communicated to the Requisitionists ahead of publication of this document.

 

6 THE REQUISITIONED GENERAL MEETING

Set out at the end of this document is a notice convening the Requisitioned General Meeting of the Company to be held at the offices of the Company’s solicitors, Berwin Leighton Paisner LLP at Adelaide House, London Bridge, London EC4R 9HA on 16 May 2017 at 11.00 a.m., at which the Requisitioned Resolutions will be proposed.

The Requisitioned Resolutions are each ordinary resolutions as follows:

(a) Requisitioned Resolution 1 – That Roger Timothy Canham be removed from office as a director of the Company with immediate effect; and

(b) Requisitioned Resolution 2 – That Ian Alexander Anton be appointed as a director of the Company with immediate effect.

The Directors unanimously consider that the Requisitioned Resolutions, as put forward by the Requisitionists, are NOT in the best interests of the Company or its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders VOTE AGAINST both of the Requisitioned Resolutions to be proposed at the Requisitioned General Meeting as they and certain Shareholders intend to do in respect of their beneficial holdings of Ordinary Shares amounting to, in aggregate 45,796,748 Ordinary Shares or 54.14 per cent. of the issued Ordinary Shares in the capital of the Company (as at 24 April 2017 being the latest practicable date prior to the date of publication of this document).

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This is all good, in that the promised vote will ensure stability during a continued transition of the business.

 

Just a minor point, but one that may prove difficult for HI in future years. The retraction from Europe, of staff, HQ's and new products, has not gone down well, certainly here in France, if one is to believe the hobby mags. Indeed, Loco Review, probably the most popular, has reported the changes together with the lack of any new model plans in the Jouef range (bar one already known about) quite scathingly. Jouef has routinely received good coverage here, even since its takeover by Hornby (sensed as salvation more than a tragic loss of yet another French company, but still with major tinges of the latter). The last two editions have seen almost no mention of it at all. Notwithstanding the good business case made for the retrenchment, if the long term plan is to re-enter this market as a major player again at some point, it is going to need some thinking about, especially post-Brexit.

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So no coup today.

 

I guess Pistoia are going to have to go "all in" and go hostile, or walk away from the table with as much as they can carry.

At least the share price is up.

 

Or they can buy the 3% they are missing, between 1 and 2 million to put their bunny in place.

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Or they can buy the 3% they are missing, between 1 and 2 million to put their bunny in place.

i don't think that's correct. Iirc, corporate law requires an offer for all of the shares if you exceed a set percentage (29.9% I think). Therefore, if they were to buy extra, they'd have to make an offer for 100% of the company. That's why the price has gone up as some in the market are anticipating a bid which would have to be at a material premium to the current share price to succeed.

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Interestingly, New Pistoia has seen a chairman of another of its major shareholdings leave in the last week.

 

http://www.heraldscotland.com/business/15231499.Grossart_resigns_as_tech_firm_chairman/

 

From what I see of New Pistoia, it seems to hold shares via a HSBC nominee in Switzerland / Jersey and invested heavily into Indigo, Hornby and First Group in the post Olympic period.

 

If it is an overseas holding, it could be an example of typical European sentiment right now in reducing exposure to U.K. Companies in the Brexit period. If so they are also battling their losses against a falling pound.

 

Of course if they are "all in" then it might be interesting.. it may be a cheap acquisition, and given the stake in Indigo (a VOIP /CCTV and WIFI company) we could see some really cool tech coming to trains and a way beyond the DCC world and into wifi enabled IOT model trains... we can dream...

 

Looking at the RNS on Hornby, since 2012 New Pistoia has continually increased its stake and in 2016 they also raised their hand in the share placing, to maintain their stakehholding % and avoid dilution at the Poker table, so they may be in for the long game so this little spat may be the beginning... The stocks been rated buy....

 

 

Looking over the annual reports from 2012-2016

 

Between 2012-2015 Phoenix had a stake of 10-15% which jumped to 29% in 2016.

Pistoia had a growing stake of 15% from 2013 and was a larger stakeholder than Phoenix until 2016, it's stake is now only 23%.

It would look like Electra sold its stake to Phoenix and if so, putting Pistoia to number 2 that's been the trigger.

 

Interestingly until 2014 Jeremy Hosking had a 4% stake in Hornby, and given recent announcements about Margate's sales to LSL, maybe retains a stake, I'm not sure I write him out of the picture just yet.

 

Oh and the name Pistoia... it's a place near Florence in Italy.

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As you say, there's a lot to be said for track that can be easily and quickly set up and changed - and trains that can stand running on the floor without getting fluff in the mechanisms and are robust enough to be trodden on.

 

I could imagine a product like that, coupled with the Hornby name, selling extremely well and - perhaps - providing a path for some into 'proper' model railways.

Sounds just like my Triang stuff on the bedroom floor in the early 1960s... :senile:

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.

...... Hornby announces that on 7 April 2017 it received a letter from Ian Alexander Anton enclosing a notice pursuant to sections 168 and 303 of the Companies Act 2006 (the "Act") requisitioning a general meeting of the Company's shareholders (the "Requisition").  The Requisition is signed on behalf of ROY Nominees Limited and HSBC Global Custody Nominee (UK) Limited (Account 883031), together representing the beneficial owners of c.20 per cent. of the paid-up capital of the Company carrying voting rights at general meetings of the Company. 

 

The Requisition requires the Company to call a general meeting for the purposes of considering ordinary resolutions to remove Roger Timothy Canham from office as a director of the Company with immediate effect and to appoint Ian Alexander Anton as a director of the Company with immediate effect.

 

The Board of Directors currently intends, in accordance with section 304 of the Act, to call such a general meeting within 21 days of the date of receipt of the Requisition and to hold such general meeting on a date not more than 28 days after the date of the notice convening such general meeting. .......

.

 

=============================================================================

 

 

So, 21 days from 7th is the 28th - that is Friday  -  or has Hornby announced the date of the general meeting ?

 

.

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The Board of Directors currently intends, in accordance with section 304 of the Act, to call such a general meeting within 21 days of the date of receipt of the Requisition and to hold such general meeting on a date not more than 28 days after the date of the notice convening such general meeting. .......

.

 

=============================================================================

 

 

So, 21 days from 7th is the 28th - that is Friday  -  or has Hornby announced the date of the general meeting ?

 

.

See post #2694, meeting on 16th May.

Regards

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Sounds just like my Triang stuff on the bedroom floor in the early 1960s... :senile:

 

Yes exactly.

 

And while the hobby has gained much by the move to much more realistic but fragile models and track, it's also lost something.

 

Marklin appears to have shown that two different (but compatible) systems with different goals can coexist.

 

If Hornby do something as good (or better) than the Marklin offering and at the right price, then coupled with the Hornby name it ought to do very well.

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Yes exactly.

 

And while the hobby has gained much by the move to much more realistic but fragile models and track, it's also lost something.

 

Marklin appears to have shown that two different (but compatible) systems with different goals can coexist.

 

If Hornby do something as good (or better) than the Marklin offering and at the right price, then coupled with the Hornby name it ought to do very well.

Ditto Piko.

Bernard

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Ditto Piko.

Bernard

 

I agree that Piko have very successfully managed to offered a graduated series of product lines intended to cater to pretty much the spectrum of models from entry level to top end with their Expert series finding a really nice sweet spot in offering models good enough to be liked by what we tend to call serious modellers (personally I hate the idea of being serious about the hobby, I like it to be fun) but which keep costs reasonable by doing what Hornby tried to do with design clever. They're a bit different to some of the products sold by competitors which are more toy than model and exist somewhere between the Tomix toy train system and what we understand by model railways. Even the Piko Hobby models are good scale models, probably equivalent to the new generation Hornby Railroad tooling, with Expert seeming to sit somewhere between Railroad and full fat. However, it is true that there is no reason why a company cannot successfully serve multiple segments.

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Hopefully who ever is in charge can explain why our Hornby delivery was sent to our home address. Is this Hornby's idea of getting retailers to feel more at home with them? Basics, can we get back to them please?

They outsourced that bit!

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