Correction:Ok, I need to issue a correction (sigh). I just re-read the relevant sections of the Prospectus (
link) to address a nagging feeling that I just couldn't shake off and I discovered a
glaring error in my preliminary conclusions.
Section 6.12 (p.66 onward) is the relevant area - in particular, "Zeta's intentions" (p.67). It states that Zeta will not participate in the (direct) Placement. Yep, we knew that. But it goes on to say that it will subscribe for a range of between $4.5m (~64m shares) to $10m (~143m shares) under the
Retail Entitlement Offer! Yep, for some reason Zeta is going to be treated as part of the Retail Entitlement Offer,
not the Institutional Entitlement Offer! This materially changes things!
In short: it's too soon to call Zeta's final precise holding after the dust settles! I somehow got in into my head that ZER was participating in the (already completed) Institutional Entitlement Offer. This was clearly wrong.
Re-reading (properly this time - eek!) all of Section 6.12 clearly shows a range of outcomes wrt the final ownership rates for ZER and WSA.
ZER's Final Holding Range:
With regard to ZER's possible final holding, we know they have indicated a range of dollar value Entitlement purchases - presumably at their discretion - which equate to a range of new shares to be purchased of ~64m to ~143m new shares. When added to their ~265.4m share existing holding (i.e. per recent F604, which factors in their recent 3.4m share sell-down) we get:
Low Final Holding: ~16% (i.e. (265.4m + ~64m) / 2,051m final new SOI).
High Final Holding: ~19.9% (i.e. (265.4m + ~143m) / 2,051m final new SOI).
Incidentally, this now provides a neat explanation why ZER
may have recently sold down those 3.4m shares. By doing so it would take ZER to a maximum holding of ~19.9% (as above), but without that sell-down the post-CR maximum holding would have been closer to 411.8m shares, resulting in ~20.1%.
Right. That makes much more sense now. The nervous twitch is subsiding, but I'm still scratching my head as to why ZER was slated for inclusion in the Retail Entitlement Offer, rather than the Institutional Entitlement Offer. Notwithstanding this, it's there in black and white, so I'm not going to argue. (NB: All these numbers are
before the effects that any oppies which might be granted and possibly subsequently exercised in the future may have on ZER's percentage holding. That's unknown atm and an analysis for another time. Just thought I'd made that clear.)
WSA's Final Holding Range:
This is also potentially rubbery, but for different reasons than the range for ZER. Here, it will depend on whether there are enough Retail Shortfall Shares to permit WSA to add to its holding (in its capacity as a sub-underwriter), in order to maintain it's current 19.9% ownership. Its current holding is 299.5m shares, so let's start there.
Low Final Holding: ~14.6% (i.e. 299.5m / 2,051m final new SOI). This assumes 100% participation by Retails (highly unlikely) with
zero Retail Shortfall Shares available to flow to WSA as sub-underwriter.
High Final Holding: ~19.9% (i.e. (299.5m + ~108.5m) / 2,051m final new SOI). This assumes sufficient Retail Shortfall Shares available to flow to WSA (as sub-underwriter) to enable it to maintain it's current 19.9% holding.
So there it is. Although there is a range for each cornerstone holder that is subject to a couple of things, there is now rhyme and reason to how each scenario might play out. It closely accords with what was written in the Prospectus and makes sense (finally!). It also provides a plausible possible explanation for ZER's recent 3.4m sell-down.
My guess is that they'll both come out with very close to 20%. The outcome for WSA, however, appears to be linked to factors outside its control, which could have an impact.
Cheers,
Z
PS. These numbers are a little different from the data shown in the tables in Section 6.12 because they are based on actual recent shareholding disclosures by ZER and WSA, rather than the estimates used in those data tables.
