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The shell BWN suspended for a RTO just before Christmas, with the RTO being priced at a significant premium to BWN's s.p., and at multiples of BWN's IPO float price and cash:-
22nd Dec 2023 7:41 am RNS Proposed Acquisition and Suspension of Trading
"Proposed Acquisition and Temporary Suspension of Trading in the Company's Ordinary Shares
Bowen (LSE: BWN), a special purpose acquisition company formed to acquire businesses in the technology innovations sector with a focus on the financial services industry, is pleased to announce that it has signed conditional, non-legally binding heads of terms to acquire 93.49 per cent of the issued share capital of MINNADEOOYASAN-HANBAI Co., Ltd ("MOH") ("Acquisition").
About MOH
MOH is a leading crowdfunding services platform in Japan and solution provider for investors seeking returns from investment into real estate. ...
MOH is profitable, reporting EBITDA of JPY 519 million (c. £3.2 million) on revenues of JPY 5.6 billion (c. £34.3 million) in the year to 31 March 2023. In the six-month period to 30 September 2023, MOH management accounts reported (unaudited) EBITDA of JPY 2.1 billion (c. £11.6 million) on revenues of JPY 4.9 billion (c. £27.8 million). Unaudited net assets as at 30 September 2023 were JPY 4.8 billion (c. £26.4 million).
The directors of MOH are of the opinion that a listing by way of a reverse takeover of Bowen by MOH (the "Enlarged Group") will enhance its brand and profile in Japan and internationally, enable access to additional real estate portfolios internationally, thus diversifying risk, and access to fresh equity capital in the future to accelerate its growth strategy, particularly in the area of technology-related real estate.
The listing will also support MOH in attracting and retaining senior professionals both locally in Japan and internationally. Following the Acquisition, it is the intention of the Enlarged Group to grow its presence in the UK.
The Acquisition
The Company has entered into conditional, non-legally binding heads of terms with MOH and KBC to acquire 93.49 per cent of the issued share capital of MOH from KBC for a consideration of approximately £34.47 million to be satisfied through the issue of new ordinary shares of 1p each in the Company ("Ordinary Shares"), at a price of 15p per new Ordinary Share (the "Offer Price"). The Offer Price represents a premium of 25 per cent to the closing middle market price of 12p per Ordinary Share on 21 December 2023, being the closing middle market price the day prior to the release of this announcement. ...
It is currently anticipated by the directors of Bowen that on re-admission the market capitalisation of the Enlarged Group would be approximately £42.72 million, based on the Offer Price ..."
https://www.lse.co.uk/rns/BWN/proposed-acquisition-and-suspension-of-trading-qghyi71xia4nd10.html
BWN floated on 31.10.22 at 4p per share, and a market cap. of £2.2M.:-
31st Oct 2022 7:00 am RNS Admission to Trading and First Day of Dealings
" ... The Company has successfully raised gross proceeds of £2 million (before expenses) through a placing of new Ordinary Shares at a placing price of 4 pence per share. Following Admission, the Company will have 55,000,000 Ordinary Shares in issue. ..."
https://www.lse.co.uk/rns/BWN/admission-to-trading-and-first-day-of-dealings-qlg7gauctarjylt.html
So its planned RTO is being priced at 3.75 times its IPO price: which for ARA would equate to a planned RTO at 37.5p/share.
The shell AJAX meanwhile has recently reported "the gradual recovery in UK market sentiment":-
27th Nov 2023 7:00 am RNS Half-Yearly Report and Proposed GM
"Half-Yearly Report for the 6 months to 31 August 2023
... The Company has continued to make good progress towards successfully identifying an acquisition in the natural resources sector.
Ajax has been evaluating various advanced gold and copper exploration opportunities across several jurisdictions, as well as certain metal recovery projects located in Central Asia utilizing innovative, environmentally friendly technologies capable of generating significant profitability.
We have continued, in view of our current development stage, to maximise cost control in keeping expenditure to a minimum.
It is our belief that we are now potentially not far from finding an opportunity that satisfies our development criteria, and we consider the gradual recovery in UK market sentiment to constitute an auspicious backdrop for our potential near-term progress. ..."
https://www.lse.co.uk/rns/AJAX/half-yearly-report-and-proposed-gm-m8uatqxhkgktmng.html
As at 31.8.23, AJAX had cash & cash equivalents of £818,124, which is not that much more than ARA's (£723,127 at 30.6.23); but has a market cap. of c. £2M., which is more than treble ARA's market cap.