Marty, if all the shares or even bar one or two are in escrow then the company is private and unable to satisfy listing requirements. All the shares would be restricted. It could have the arrangement if it wanted.... but it would not likely be a public company.
Escrowed Shares are restricted and "Legally" separate from all the "Outstanding".
They are are also, by virtue legally restricted shares from Trading and hence ASX do not use in their MC calculation. They are mostly used as compensation and/ or to assist the IPO (by owner/founders) from being one big IPO share dump. Many companies have them especially in Technology and in the US.
They are classified Issued, but are Restricted and Unlisted. In the US, they call them out and out call them as "Restricted" and they have less value than Unrestricted stock, due to said restrictions.
They are used in the EV (and the Equity Value calculations of the company), and often used in market capitalisation calculations by analysts as GT did rather well.....but they do not satisfy the requirements of "outstanding" as deemed by the ASX / or any market participant like Commsec and why they are not in Commsec's calc or ASX, Iress or Bloomberg.
Why ?? is interesting.....The fact is from what I can assess, they are legally fully separated when in escrow. If not they would be unrestricted, issued, tradeable and in outstanding shares.
They may or may not become outstanding at Vest date and therefore are "theoretically" discounted shares until then.
"Escrowed shares/Escrowed Performance shares" are today not of the same value as CR8's Listed and Tradeable Outstanding shares as they are not tradeable, not liquid (except M&A), subject to performance criteria and vesting dates..... and may be changed, cancelled, rolled or switched for other compensation at any time. They have value ...yes...but today, not the equal as a fully tradeable, listed and an outstanding share.
" Restricted stock and RSUs are not included as shares outstanding in the calculation of basic earnings per share, but are included in the number of shares used to calculate diluted earnings per share as long as all applicable performance criteria are met, and their effect is dilutive. When the restriction lapses on restricted stock, the par value of the stock is reclassified from additional paid-in-capital to common stock. When the restriction lapses on RSUs, the units are converted to unrestricted shares of our common stock and the par value of the stock is reclassified from additional paid-in-capital to common stock.
Unrestricted shares are included in shares outstanding for purposes of calculating both basic and diluted earnings per share. Depending on the terms of the applicable grant agreement, restricted stock and RSUs may be eligible to accrue all dividends declared on the Company's common stock during the vesting period; however, such dividends are not paid until the restrictions lapse."
The inconsequential result IMHPO, this is a small prospectus error. and should be better classified by the company. Their presentation material is by virtue inadvertantly and unintentionally overstating their own MC versus the ASX Listing rules and Legal Calculation for MC which participants like Commsec/Iress use, only highlights to me and IMHO, given our major contract wins with Nationwide, a Fortune 100 and AMP an ASX20, we need some major new Corporate Advisors to help Flamingo now. They should say in all presentation material, ASX MC and/or Fully Diluted MC with all shares issued in escrow, all options etc included and laid out) like Trader GT has correctly done.
We are growing up fast.
Given this discussion, Can I suggest to Flamingo : Macquarie Bank /Goldman Sachs.
Why ? They also have Macquarie Capital which just gave Plutura its $300m+ valuation by taking an 18.5% stake. That could theoretically lift our valuation too.
Macquarie understand all these issues, have institutions which would value us and understand our Technology also. And Goldman have US$40bn Private Equity Funds at its disposal.....in house... and take stakes in Technology companies and god knows their AI understanding is probably better than most in Australia. I'm sure both are interested in AI, Fintech. US Financial Services/Insurance. I would be suprised if we could not gain a meeting and funding above our current SP, given the Nationwide and AMP wins.
Just a suggestion / Worth a call to both if anyone from Flamingo is reading.
Christmas Cheer to all Flamingos.
GG
Bernsta - Obviously its OK in your morality books to insult / defame someone (working for your benefit) to clarify an issue on Christmas Day... Your logic is hard to comprehend.
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Marty, if all the shares or even bar one or two are in escrow...
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