agree with all that Jake, the worst part is we swap "control" for "no control" as FMS are obligated to agree to the FID if BBIG decide to go forth. That is the point we are no longer in the game. And I am still not convinced BBIG will spend $40 or $50m to get to FID.(They don't have time !!)
These 2 reasons alone are enough of a red flag for me- even if the rest of the offer was exceptional (which it is not). Under no circumstances should FMS agree to hold less than 50% of PIOP or be forced to agree with its JV partner. Any JV spend should be upfront in cash under the name of FMS, otherwise do it as a subscription to ensure the money is actually spent and the economic interest allocated accordingly. Based on todays market value alone that would be approx. 4% interest in PIOP for every $10m spent - so 20% of PIOP "if" $50m was spent by BBIG. That still looks extremely cheap to me !!
Control is powerful and hence you may all wish to look at slide 14 of the 16/9/19 Presentation provided by FMS. The Ownership structure is proposed to be ;
FMS Economic 40%, Voting 40%
BBIG Economic 10%, Voting 60%
Silent Partner Economic 50%, Voting 0%.
Now to be fair they do state that the Economic and Voting interest between BBIG and the Silent Partner (for now) is yet to be determined. Why not - it is extremely important, but its obvious what the intent is.... otherwise why put that on a slide. One of the reasons why unlisted companies have different shares (A,B,C etc) which is proposed in this case is because those shares can have different features, like voting/non voting. I may be wrong when the dust settles and we get the real offer and specific detail but based on that slide BBIG with 10% ownership will have ultimate control. I just don't like the smell and like when I go to the fish monger I don't buy fish if it doesn't smell right.
As I have said many times before - offer us a knockout bid or take us mining with you.
Evening all.
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agree with all that Jake, the worst part is we swap "control"...
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