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05/02/19
22:20
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Originally posted by Silent-Bubbles
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So obviously the CR has been slotted through ASX listing rule 7.1 governing the 15% limits. Most likely no shareholder participation as no prospectus or disclosure document. This makes perfect sense as any alternative would have also required the necessary timetables which which govern Shareholder issues.
This is not to say you couldn't have still participated through a broker allocation of ' bid ' stock.
It's important to note as well that they could have discounted the offer to as much as 75% of the weighted average price under the 7.1 rule - so who knows what may still eventuate with larger bids which tend to hold back until close of the auction process.
In addition , they will still have to advise under the disclosure requirements what the ' purposes ' of the CR will be. However it would be my best guess that much will be used in the reduction of the lending facility as well as the usual and typical ' working capital ' purposes. The reason is simple in that they pretty much have to in-accordance with the current lending covenants which I included in one of my previous posts.
If the appetite for the issue is good - which I suspect it will be , then there may even be some provision for dealing with over subscriptions which could even dip into the 10% capacity available from 7.1A .
The bottom line folks is that this CR was known to be necessary as far back as the AGM and re-enforced by the release of the December Quarterly Activity and Cash Flow Statements. One only has to do a couple of quick calculations and movements from the Annual Accounts to soon realize they are fast approaching if not already in breach of the lending covenants of debt / EBITDA of 1.5 :1 commencing from Sept 2018.
Even if you consider a 200% turnaround from the EBITDA loss of ( $13, 279,929 ) in 2018 to say a $26,000,000 EBITDA profit in 2019 , the ratio would still be 6+ times.
Sure you can plug the same figures and get a very respectful ROE of approx 34% - which isn't to shabby , however you cannot take away the fact the Debt is 65% of the total Market Capitalization. So clearly Equity is going to be a whole lot cheaper in this current scenario and unfortunately , the cheaper the issue price the better for the participants who are prepared to take this up and go forward by underwriting the growth of this company.
My only concerns would be why not use the total of the 15% - why stop at 30 Million when you can get potentially $5 or $6 million more out of this raise. Hence my other reasoning that it may in fact be less than the .13 cents being quoted.
Another concern would be whatever the Company raises in cash automatically is subject to a charge over it by the lenders in accordance again with the lending terms. So again makes sense then to pay down some of the debt.
Also in respect to the Directors ability to raise their own funds against their existing shareholdings may become a problem when providing security to the lender as the lending amounts again become subject to a charge over them by the principal lender of the $172 million facility. So this limits the use of their shares as security as their loan is in effect ' unsecured ' ..
My final concern would be this item from the ASX waiver document of 29th September 2017 - TO PROVIDE ANTI-DILUTION RIGHT TO J&R OPTIMUMi as follows :-
1.4 The number of securities that may be issued to Shaanxi under the Anti-Dilution Right in the case of any diluting event must not be greater than the number required in order for Shaanxi to maintain its percentage holding in the issued share capital of the Company immediately before that diluting event.
Bottom line is it is really going to get interesting come Friday's trading session...... GLTAH's
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Silent-Bubbles I'm not sure if I have a good handle on this or not. but! are you saying this credit raise, will not be altering OptimiumNano share of the company because of their anti dilution clause, but effectively there will be less voting power for them due to the fact there are more votes available after the issue of more shares?