I have sought to determine the potential holding in the company by Colinton subsequent to the restructure. I have presented the details I have used here and please indicate if you think there is any error.
By my calculations Colinton will hold a minimum of 38% of the company after the restructure and could (very) theoretically hold as much as 56% in their own right.
In combination Colinton and Wentworth Williamson, our two major shareholders, would hold a minimum of 48.5% of the company and, more probably, greater than 50% (depending upon the level of rights uptake) and anything up to 66%.
The new shares are, from the 2 announcements of 27th Dec :
Placement A (Colinton $2m and Wentworth $1m at 13c) plus Note Conversion (Colinton at 15c) - 542,275,412
Placement B - 38,461,538 (Directors and Management $0.5m at 13c)
Entitlement Offer - 269,112,776 (Existing shareholders on a 2.035/5 basis at 13c)
TOTAL New - 849,849,726
The entitlement issue is on the basis of 2.035 shares for every 5 currently held so the 269,112,776 new entitlement shares indicate a current 661,210,752 shares on issue.
The new total shares on issue will thus be 1,511,060,478.
Wentworth Williamson :
Wentworth held 55,188,743 shares at 12 July 2023 and the entitlement issue will add 22,461,818 shares to that giving 77,650,561. They will also participate, with $1 million, in the placement which at 13c represents 76,923,077 shares giving them a total of 154,573,638 shares, representing 10.23% of the company.
Colinton :
Colinton held 79,151,331 shares at 12 July 2023 and the entitlement issue will add 32,214,592 shares to that giving 111,365,923. They will also participate, with $2 million, in the placement which at 13c represents 153,846,154 shares giving a sub-total of 265,212,077 shares.
Of the 542,275,412 shares above representing the Colinton and Wentworth placements together with the Conversion of the Note, 230,769,231 (77,650,561 + 153,846,154) of those shares represent the placement to these two entities. The remaining 311,506,181 shares must thus represent the exchange for the Convertible Note. At 15c per share that would indicate the payment of the Note to be $4,672,593.
The grand total Colinton holding would then be 576,718,258 shares, representing 38.17% of the company.
In combination Colinton and Wentworth would then hold 48.4% of the company if ALL current shareholders FULLY exercised their rights to the Entitlement Offer.
Since Colinton and Wentworth are underwriting the Offer (in a proportion not clear to me at least) and the Offer (of 269,112,776 shares) would represent 17.81% of shares then on issue, Colinton and Wentworth could in combination hold anything up to 66% of the company.
Theoretically at least, Colinton could thus hold as much as 56% of the company following the refinancing, this figure being dependent upon the extent of take-up of the rights and the level of participation of Wentworth in taking up any shortfall.
So Colinton will end up holding somewhere between 38% and 56% of the company.
poorinvestor
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