VOR 0.00% 39.5¢ vortiv limited

Sort of, yes. They issued themselves a total of 60,000,00...

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    Sort of, yes. They issued themselves a total of 60,000,00 unlisted options at an exercise price of 3¢ with a very generous expiry date in 2026 (with shareholder approval), saying basically they've gone above and beyond the call of duty for their salaries (on average ~$200k in total, including performance bonuses), and they should be rewarded for their time as such. Whether you think it's dodgy or not is up to you. Whether you feel like the re-acquisition of TSI (which I believe they used to fully own?) is sensible/worth it/fair is also up to you, and I'd love to hear your thoughts! Please also tell me if any of my understandings are wrong, and I'll edit it as long as HC lets me!

    I personally have qualms not about the free performance options, but about the (unnecessary?) long expiry. I don't necessarily begrudge them the options, since I feel they committed their own $$ in the capital raise to pay for the TSI acquisition (which also gave them free attaching options, the same for any shareholders that participated in the offer). The 2026 expiry does make me worry they might not expect the options to be well "in the money" any time soon... But then on the other hand, they participated in director placements @ $0.03. So why would you buy more than the "minimum chips order" for a director (say $10k, I reckon) if you think 3¢ is overvalued?

    Placement summary for us new holders: in Dec 2021 VOR conducted a fully-underwritten entitlement to raise the $10.5m needed to buyout TSI, open to shareholders. This offer was for 3.0¢ per FPO (1.76x the current SP), and came with a free attaching Jan 2024 option (VOROB) with an exercise price of 4.5¢ to all participants.
    During the offer, directors could also subscribe for shares at 3.0¢ per share + a free attached VOROB.

    It seems they stumped up a fair bit of their own cash (more than their salaries, if I'm not wrong?) to participate in the director placement, as follows:

    Nicholas Smedley
    • 31/01/2022 $200,000 (6,666,667 FPO + 6,666,667 free VOROB)
    • 02/03/2022 $200,000 (6,666,667 FPO + 6,666,667 free VOROB)

    Jason Titman
    • 31/01/2022 $200,000 (6,666,667 FPO + 6,666,667 free VOROB)
    • 02/03/2022 $100,000 (3,333,333 FPO + 3,333,333 VOROB)

    Simon Vertullo
    • 31/01/2022 $200,000 (6,666,667 FPO + 6,666,667 free VOROB)
    • 02/03/2022 $100,000 (3,333,333 FPO + 3,333,333 VOROB)

    The bad part is actually that shareholders only signed up for 15% of the intended target despite the ~25% discount at the time, which is pretty poor. This meant that the underwriter stumped up the remaining $8.9m, but at a cost to the company (of course). Namely $30k, 10 million options, and 6.5% fees for underwriting and management (~$609k ish in total fees?).
    Last edited by quartzhands: 06/07/22
 
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Currently unlisted public company.

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