Thursday 28 May 2015

PM Bolt-On: EMED the issue of 2 Billion shares (See what I've done there), should shareholders vote for it? Hmm..

Good Evening,

A last minute update from EMED today appears to mean most holders will be diluted on a fair value case. Had the open offer had an element of 'equality' about it, then all stakeholders would have/should have been pleased. 

Assuming the maths is correct, 2,060,520,685 shares in EMED are hitting the register (please note the term) on the 24 June 2015 (subject to approval) in to the long only camp. EMED infer they can achieve the expansion from 5mtpa to 7.5mpta in Phase 1 ramp up, 2.5mtpa above the previous projections. 

With a soon to be 72.5% of the capital to be in the hands of four shareholders, one would be wise to ascribe a certain element risk to this. Its acknowledged the articles protect shareholders to a degree*, had they all been offered "openly" for the capital raising it would not have been an issue. The terms could have been better, but unsurprisingly it was rather obvious, EMC: EMED strong arm. 

Perhaps the punters should formalise a shareholders group, there's near 14% of them on the register (currently but not for long)! Yes you stale holders, get savvy and start protecting your investment. 

Avoiding going into the analysis over the mine plan, costs should reduce per lb to near 1.87-1.94/lbs (EMC's estimates) all in (not C1 costs but around 11%+leeway). The numbers appear to stack up well for ramp up in production and the long-term prognosis for 'Rio Tinto.' 

With such a capital raising, removal of convertible loan issues and offtake agreements for an expected 100% production, the project is de-risked for any (possible) finance needing to be inked. 

Offtake agreements are now revised upwards from the previous 51% ish, with Orion receiving 31.54%, Trafigura Pte Limited 19.34%, XGC 49.12% Liberty Mines and Metals holding zero%, but potentially seeing value by their investment. 

All the above assuming one has an understanding of the copper outlook, belief in the EMED suggested copper outlook consensus from the March presentation and Chinese market demand. Simply put, if one envisions a perfect market, there's no reason why EMED cannot be a longer-term hold, with hopes of ten pence+ some. 

Alternatively, current shareholders can propose an different options for the financing. Brave call, but all the same perhaps do’able if one was well organised. Assuming one’s average is below 7 pence, you could be handsomely rewarded, "if" the potential majority holders play nicely, with a register looking like.........HKX 767,655,838 (21.9%), Liberty Metals & Mining 489,473,684 (14.0%), Orion 509,598,282 (14.6%) and Urion 770,530,339 (22.0%) is it possible? 

Trafigura's dispute by its subsidiary Impala Warehousing and Logistics with Wanxiang Resources is unlikely to impact on EMED even as a forced seller. Over to Decheng Mining, apologies for the humour here!

Atb Fraser


Notes: Urion, Urion Holdings (Malta) Limited, a wholly owned indirect subsidiary of Trafigura, XGC, Yanggu Xiangguang Copper Co. Ltd, Orion, Orion Mine Finance (Master) Fund and LIberty, Liberty Metals & Mining Holdings, LLC.

*On 7 May 2015, the Company entered into the Concert Party Determination Letter with Liberty Metals & Mining, Orion, Trafigura and XGC, whereby the Board made a determination for the purposes of a restriction contained in the Company's Articles which prevents any shareholder (whether by himself, or with persons determined by the Board to be acting in concert with him) from acquiring shares which (when taken together with shares held or acquired by persons determined by the Board to be acting in concert with him) carry 20 per cent. or more of the voting rights attributable to the shares of the Company.  In reliance on certain confirmations given by Liberty Metals & Mining, Orion, Trafigura and XGC to the Company in the Concert Party Determination Letter, the Board determined that none of Liberty Metals & Mining, Orion, Trafigura and XGC shall be deemed to be "acting in concert" with one another (or any of their respective affiliates) by virtue of carrying out or undertaking any potential activities in connection with the Proposals.  In addition, the Board has also determined that the subscription of the Subscription Shares and the Capitalisation Issue Shares by the Investors constitutes a permitted acquisition for the purposes of the Company's Articles.

2 comments:

  1. Leggie agree, but there may be a lot more to this fundraiser! Cheers. Fraser

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  2. Fraser- Hi- well done re last nights changes and "signing" of Roddy. Lets hope Paul has taken my concerns re questions onboard and the nerds don't triumph again. It could be worth shorting our team just in case, if that's doable :-))

    Re EMED- its clear that the three original major holders were in the box seat here, they have different agendas (Trafigura being the most acquisitive re the whole RT project) and EMED have managed to shoehorn a fourth major holder into the equation now. The clearance of all debts at this stage is unexpected but positive for me as the overall RT project has legs to move to stage 2- 9mtpa and beyond in my view and that will be the stage they will reinject debt, as they will have nice levels of cashflow from stage 1 at that time. The numbers here are probably v similar to yours and show substantial returns in the new stage 1 and 2 operations, my DCF this morning indicates a fair value of 14.1p with a reduced discount rate as they have now substantial derisked the entire project. I agree that 72% via 4 parties could be playable but Im happy that they are all looking from slightly different angles so EMED has some protection there. I have some long term stuff here (av 5.3p as I doubled up at 4p on 23/2/15) and I will hold for the rerate, which will probably take sometime as this isn't quite what most had in mind re the financing package.

    Cheers. The Leggie

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