Lets just say I have a bit ' extra ' time on my hands and have taken particular interest in this stock for some time now......
Unfortunately , It would seem on the surface that that ' being screwed ' has already happened. As I said previously in relation to this whole Hanmann ' rapid ' accumulation and current holding of a rather convenient ' neat ' 10% ' - with this accumulation process really only becoming evident in the September 19th Top 20 listing with his 30 million shares held. So as I had previously shown in the analysis of the successive substantial notices , this was a conscious move onto the ANW register which began in my opinion sometime ago , and from there really ramped up in the 2018 -2019 years ( one of the better years ) , and more specifically between the periods 2nd Aug 2019 where they bought 261,495 on market of their first 23,000,000 ( refer holding notice 30 October 2019 ) , 14th Nov , and 2nd December 2019.
So it then became apparent on further inspection that how is it that they went from having a declared balance of 47 million in that notice being the ' previous ' holding which includes the 7 million added into that balance from Lisa Hanmann when Karl's own holding at 16th September was only 30 million .And of course the reason is that he did in fact buy 10 million between 18th Sept and 24th Sept 2019 with the other 6 million together with Lisa's 7 million being bought between 2nd Aug and 16th September Top 20 listing. And because she was already sitting ' outside ' of the Top 20 with here 7 million this is how you reconcile back to their first previous balance as disclosed in their FIRST substantial notice.
So the question then becomes more obvious of how many did Karl hold prior to purchasing his 16 million between the 2nd August and his 30 million Balance reported in the Top 20 at 16th Sept. And of course the answer is by definition and simple math 14 million ( nice even number again ). So another question arises as to when exactly did Karl Hanmann ... or even Lisa Hanmann purchase in either name or combined names these initial 14 million shares - because this amount would have easily made the Top 20 listing one year ago on the 6th September 2018.as per the 2018 Annual Report. However one would also think that this 14 million ought to have been disclosed in the itemized listing of on market sales prior to the 2nd August first transactions. So why haven't they been disclosed then . Well one obvious reason would be that the transactions were very old and perhaps weren't in the Top 20 simply because they were held under separate accounts . If this were he case then that would mean that they would have had to be consolidated into Karl's name between the Top 20 reporting dates of the 2018 -2019 reporting years.
So what were the held balances of this ' Neat ' parcels of 14 million consolidated sometime between 2018 and 2019. And the answer for me is that people are predominantly creatures of habit - particularly when they are dealing with financial movements / purchases and crystalizing of losses , and /or even ' Doubling Down ' on their perhaps original or once held prior investments. Of course we can never know 100% that the assertion that a split of the balances into say 2 lots of 7,000,000 is the answer without having the exact particulars ( which seem to be left out conveniently ) . However the number does seem to work quite nicely between the exact amounts that Karl would have held prior to 2nd Aug , and the amounts that Lisa kanmann purchased herself After 2nd Aug 2019. And why would you actually pruchase 7 million ANW shares in your own name only to ' purposefully ' include them as part of their ' consolidated ' balance unless the intent is to specifically control the exact 10% blocking stake as I have shown. Because as far as I am aware there is no specific ' Related Party ' disclosure required here unless they are related in some way to the Parent Company , Director's , or Associates , ' close member of families or individuals associated with the Company or its Director's or Parent Co and key management personnel , or JV's associated with et al.
So by definition they would not strictly be required to consolidate their holdings in the substantial notice simply because they are husband and wife. And the reasons are that there is no clear certainty that one of the transacting parties ( ie Karl or Lisa ) cannot be assumed to have significantly more influence or control over or preventing one over the other parties pursuing their own interest in their own share holdings. And the other thing is that while they now clearly old a convenient 10% stake in the company , this in itself in my opinion constitute significant ' joint ' control over the company as it only provides a blocking stake in the event of compulsory acquisition , and should no other voters cast their vote one way or the other. So not sure this would satisfy the requirement to ' combine ' the holding to 10% . Therefore I believe the move was intentional.
So what did perhaps the 7 million x 2 = 14 million look like , and how long has it been lurking in the background outside of the Top 20 listing. This is the main question for me , but I come back to the ' creatures of habit ' philosophy and while looking back over the Top 20 as far back and before the Key years of 2015 & 2016 ( when Grandville had been purchased ) we do see an initial rather strange transaction
So when you look back to specifically the Top 20 in the annual report of 2016 , you find this rather strange holding who are titled :-
PROFESSIONAL & SOPHISTICATED INVESTORS PTY LTD and who held 7,000,000 shares or 0.46% of the company ....and who just sat in 19th spot in the Top 20.
Now do you think you can find ANYTHING - ACN , ABN , or anything else on this Pty Ltd company. Pretty difficult i must say. In fact the only thing or other transaction I could find on this mob was the fact that they had participated in the Funtastic ' Entitlements Offer ' way back from the 3B lodged with the ASX on September 19th 2017 which had them listed in the 604 3B as follows :-
Each of the following parties(Underwriters) agreed to underwrite aproportion of the total underwrittenamount of $8 million (RespectiveProportion):
12. Professional & Sophisticated InvestorsPty Ltd ACN 138 753 947
Of course when you then divide by 14 partiesyou get $571,428 to be underwritten by each in exchange for a 3% ( $41,775 each ) underwriting fee of the gross proceeds of the offer to Funtastic Limited which was $8,354,992 ( 1,670,998,391 shares at .005 cents )
It should be noted also that the offer of .005 cents was a massive 50% discount to the last closing price of 1 cent prior to announcing the entitlements offer of FUN
So when you search it up under the initial offer document It further mentions that a group of institutional and sophisticated investors (including a number of existing shareholders) (Underwriters) would be underwriting up to $8 million of the Entitlement Offer and this would be more fully described in the investor presentation released to the ASX onThursday, 24 August 2017 bcause the Underwriters that are also shareholders have provided an irrevocable commitment toparticipate in their pro rata share of the Entitlement Offer.
The 24th Aug preso goes on to further explain that the offer is supported by interests associated with Funtastic Directors Shane Tanner, Stephen Heath and GrantMackenzie, who have each undertaken to exercise their Entitlements in full and have also agreed to underwrite a combinedamount of $1.1 million.
So while all this seems a little ' off topic ' , I would like to use it as a comparison mainly due the fact that ANW have ( or had ) one of the participating underwriters to this entitlements offer for FUN.
And it was a sweet deal as well because the entitlement offer involved the issue of approximately 1,670,998,391 New Shares. Accordingly, on completion of theCapital Raising, the Company’s total issued share capital will comprise approximately 2,430,543,114 fully paid ordinaryshares. And at the same time as part of the capital raising they restructured their debt arrangements In conjunction by reaching agreement with its financier,National Australia Bank (NAB) who accepted the following adjusted financing structure :-
- a permanent reduction of $36 million in bank debt;
- extension of an existing $7 million Trade Finance Facility;
- issue of a new $2 million Commercial Market Loan, with the option to convert this into a convertible note3;
- issue of a new $4.7 million overdraft facility; and
- capitalisation of approximately $1 million interest on past debt facilities (repayable in January 2018).
And while it is not uncommon to highlight the ' control ' aspects ' of an entitlements rights offer and the potential ' dilution ' effects of the offer in itself , the key point to take away from the similarities of the FUN entitlements offer and what may happen with respects to ANW - TenStar Mining - Granvilled - TEN Mining is that any proposed capital raising or associated spin off may be ' undefwritten ' in the same manner as was done with FUN. ( re: the context of these comments )
Underwriting Arrangements and control implications
• There are various possible scenarios in relation to the Entitlement Offer that may arise, each with varying impactson the control of Funtastic
• However, if some Eligible Shareholders take up their Entitlements, Eligible Shareholders who do not take up all of their Entitlementswill have their interest in Funtastic diluted.
• Shareholders should note that if they do not participate in the Offer, and as the Offer is underwritten to $8 million, their respectiveshareholdings could be diluted by up to approximately 69%. Examples of how the dilution may impact the Shareholders are set outin the table below:
And of course we should all know that Gerry Harvey ( Harvey Norman ) was also an underwriter and shareholder so the illustrations to these sorts of transactions such as ' Professional & Sophisticated Investors Pty Ltd ' could possibly link this connection to past Kanmann holdings as they were directly involved. in the underwriting at FUN as well.
The parallels become even more interesting when you then consider that after just completing an 11 for 5 entitlements offer that no less than 2 months later on Friday 10th November 2011 , they ( FUN ) announce a share consolidation of25into 1
I find this both interesting and significant mainly due the striking similarities and comparison's to ANW recent 10 for 1 proposed consolidation which was defeated in votes by no less than an absolute margin of 219,991,655 or in percentage terms 17.54 %. And normally as these votes tend not to go in favor of holders usually outside the Key Stakeholders , can you then ascertain with a certain degree of confidence that the Kanmann's voted for setting aside the consolidation at this point in the juncture.
And should it further be assumed within a reasonable high limit of accuracy that this entity
' Professional & Sophisticated Investors Pty Ltd ' who have been rarely seen across the markets over a 4 year period are in fact associated or connected to the Kanmann's. This ' unknown ' in my opinion may only be confirmed if and when we see them perhaps weave their magic once again on another ' sweet ' underwriting deal - this time for ANW.......
I'm hoping my next post may shed shed some light as to ' Who ' on ANW forums may be involved given the timing of their posts and / or how the uncanny connections are somehow tie things together ........
(20min delay)