RAV.L Share Chat (RAV)

So will Ordinary Share holder own anything after "The transaction" ? ie will our holdinsg be swapped into anything else , or do we just continue to own the Ordinary shares in a company thats transferred it's assets elsewhere ?

They say:-
".......converting the total of its existing share premium account to preference shares by way of a a bonus issue."

So by the sounds of it, they will swap/convert the ordinary shares into a consolidated preference shareholding and cancel the ordinary shares. These new perf shares would attract 10% yield until maturity. I've no idea what the swap ratio would be.

Tutusadaxus …

My reading is that ordinary shareholders are just about wiped out … by the put option …. Since that equity is gone by virtue of agreeing tonthe put option … the preference shares mentioned in the new holding Cyprus company will be used to pay off debt held by the now shell company Raven Properties … what happens to holders of RAVP preference shares is unclear … and difficult because as a delisted company any rights will not be suitable for SIPP or ISA wrappers …. So those folk will similarly be forced to sell or will equally be wiped out.

I’m afraid this looks a case of writing off the holding and keeping fingers crossed something comes back.

"My reading is that ordinary shareholders are just about wiped out … by the put option …. Since that equity is gone by virtue of agreeing tonthe put option …"
- they've sold equity in the form of a put option, not the holding company, so the shares in the holding company still exist. The value is debatable, but the existence is not. The use of a consolidation remains a risk.
"what happens to holders of RAVP preference shares is unclear … and difficult because as a delisted company any rights will not be suitable for SIPP or ISA wrappers …. So those folk will similarly be forced to sell or will equally be wiped out."
Similarly, the RAVP shares are help in the holding company, not in the subsidiary. They probably won't be suitable, but they can of course be held outside on an ISA/SIPP. It's a simple transfer of the assets to a un-nominated holding outside of a wrapper.
"the preference shares mentioned in the new holding Cyprus company will be used to pay off debt held by the now shell company Raven Properties"
I'm trying to work out how that works? The limited cash in "RRHCL" gets returned to "RPG", there's then a £ and rouble debt between "RRHCL" and "RPG", in "RPG's" favour, and a potential non-cash transfer of assets, the put option, settled in non voting preference shares in RHHCL. Where does the cash come from to settle the external bank debt? Are you suggesting the banks will accept a default on RAV's debt and accept settlement in the form of RRHCL's non voting preference shares ? Or that RAV will somehow find a buyer of those non voting preference shares? Someone willing to pay £678 million to acquire £437 million of assets?

My somewhat simple take as it stands

ordinary shares will be converted into preference shares by way of a bonus issue (at what rate is anybody's guess at this time but I'm guessing (and hoping) somewhere in the range one for three to one for six)
the preference shares are simply a surety against debt - again the market will ultimately value something approximating their worth, it'll be personal choice whether or not you trade them if and when a market actually opens up for them.

Apart from the delisting and conversion - it's all been "hedged" into a put option which may or may not be exercised (depending on the Ukraine and sanction situations) at some time in the future

The whole thing being put in place to mitigate exposure to sanctions against Russia and the uncertainty of the Rouble exchange rate and even their ability to get revenue out of Russia

Nobody knows what the outcome in Ukraine is going to be and Raven are simply trying to "protect" their assets for the "benefit of their employees and stakeholders" (take that as you will !!!!). I think they are actually kicking the can down the road a little bit as I'm clueless as to how long any "required regulatory and other approvals" are likely to take - if Ukraine is "all over" or massively improved by the time the approvals have come through then the nature of the "put" option means they can re-assess the whole damned mess !!! (which is not, let us remember, of their own making !!)

Lets face it - there's nothing we can do at the moment - can't even sell - so it's back to the bottom drawer for these little bunnies and hope for the best !!!)

GLTALTH !!!

"they've sold equity in the form of a put option, not the holding company, so the shares in the holding company still exist."

The above doesn't fit with:

"to allow it to dispose of the entire issued ordinary share capital of Raven Russia (Holdings) Cyprus Limited ("RRHCL") (being the existing owner of all of the Group's Russian assets and related debt) to its Russian management team, for nominal consideration."

.. to my mind. The equity is being transferred to the Russian management team so current equity holders are gone for a nominal value.

"they can of course be held outside on an ISA/SIPP."

It's the transfer of untradeable stock out of the SIPP/ISA wrapper that is difficult. SIPP holders will be obliged to sell. They cannot transfer untradeable stock out of a SIPP wrappper.

"banks will accept a default on RAV's debt "

I'm pointing out that RAV as the holding company, with debt, being paid from preference shares held in Prestino Investments Ltd as a part of the transaction also needs a mechanism to pay preference share holders in RAVP.

Without a mechanism, preference share holders will receive nothing ... with the additional possibility, that with equity transferred to Prestino Investments Ltd there is no incentive to keep RAV solvent - so directors can let RAV implode, keep the assets and let banks nurse their losses.

"to allow it to dispose of the entire issued ordinary share capital of Raven Russia (Holdings) Cyprus Limited ("RRHCL") (being the existing owner of all of the Group's Russian assets and related debt) to its Russian management team, for nominal consideration."
Doesn't it fit exactly with that, as it's the sale of the equity holding in a subsidiary?
"It's the transfer of untradeable stock out of the SIPP/ISA wrapper that is difficult. SIPP holders will be obliged to sell. They cannot transfer untradeable stock out of a SIPP wrappper."
You can hold unlisted equity inside a SIPP, you can also hold unlisted Bonds, even if they are only traded on an OTC basis.. there may be some variation from provider to provider. I believe the companies need to have at least 3 years of accounts, which RAV has, and must not be over 75% of the total value of your SIPP total value.
"I'm pointing out that RAV as the holding company, with debt, being paid from preference shares held in Prestino Investments Ltd as a part of the transaction also needs a mechanism to pay preference share holders in RAVP."
Yes it does, first of all it needs a relevant way to manage it's currency issues, but beyond that it only needs a share register and paying agent. In the same way that unlisted corporate bonds and private companies operate.
"with the additional possibility, that with equity transferred to Prestino Investments Ltd there is no incentive to keep RAV solvent - so directors can let RAV implode, keep the assets and let banks nurse their losses."
Except that they write off £200 million, the difference between the value of the assets and the put option pref's value and after 20 plus years of running a public company decide to act in a way that destroys their public and professional profiles and face the possibility of banks suing them for the not inconsiderable 600 million of debt and the investors doing the same for dereliction of their duties as company directors.

"Doesn't it fit exactly with that, as it's the sale of the equity holding in a subsidiary?"

.. for a nominal sum .... so read my posts below ... 5p a share maybe?

"You can hold unlisted equity inside a SIPP"

Depends upon the SIPP provider - Interactive Investor would not since it requires a KIDD investor document ... as illustrated by the now cancelled sale of Evraz's now cancelled delisting of coal assets because it was being listed on the MOEX .... so as I implied ... there will be a forced sale of these assets if there are any assets to sell.

"Yes it does" - you agree then whinge on.

"that destroys their public and professional profiles" - Oh dear .....

Why bother to counter argue whilst adding nothing?

Seems a case of verbal doo doo.

".. for a nominal sum .... so read my posts below ... 5p a share maybe?"
-it's a nominal fee for the option. What the assets are worth it a totally different conversation.
"Yes it does" - you agree then whinge on.
- if you consider it whining, providing an understanding how unlisted assets provide a payment method, when payments are not transacted via a service registrar.
Depends upon the SIPP provider - as I say, you can hold a wide range of assets within a SIPP, INCLUDING unlisted equity, fixed income and commercial property.
"that destroys their public and professional profiles" - Oh dear ..... but you are unable to prove any evidence of impropriety?
Why bother to counter argue whilst adding nothing? - maybe to provide information...
Seems a case of verbal doo doo. - LOL..yet you're the one who need to start slinging around the insults.

What is happening here is that there is a change of management and control of the company from the current owners to the Russian management team. The Russian manages are being given the Cyprus holding company (RRHCL) for free but before the transfer occurs RRHCL which holds all the assets and debt is issuing £678m of preference shares to Raven Property Group which we have shares in.
As I have said earlier we have paid the Nominal Sum for the option to sell, it not what's being paid to us! Our shares in Raven Property Group are totally unaffected by this transaction.

Spot on Jenni - more or less exactly as I see it !

"-it's a nominal fee for the option. What the assets are worth it a totally different conversation."

From the RNS:
"to allow it to dispose of the entire issued ordinary share capital of Raven Russia (Holdings) Cyprus Limited ("RRHCL") (being the existing owner of all of the Group's Russian assets and related debt) to its Russian management team, for nominal consideration."

The share ownership is indeed passed on to Russian management ..... current equity holder receive a "nominal consideration".

As I stated.

"you can hold" - but not much good if one cannot hold is it? Pedantic point.

"but you are unable to prove any evidence of impropriety?" - Russian owners, in a sanctioned Russia ... with zero loyalty to the west .. are more likely to worry if they do not receive the order of Lenin from Putin ... than reputation in the west .... do excuse the sarcasm.

Up to 5p per share for current RAV shareholders, and up to 20p for current RAVP preference shares are my predictions with a forced sale for anyone holding in AJ BELL, Interative Investor or any other SIPP that adheres to UK regulations on SIPP holdings.

If the put option goes through.

I don't hold RAV shares but I have some RAVP preference shares .... I've written those assets off to zero with any return a bonus.

"The share ownership is indeed passed on to Russian management ..... current equity holder receive a "nominal consideration"."
- a nominal consideration of 670 million prefs, plus a 40 million debt and a 1,1 billion rouble issue with all other cash in "RRHCL" returned to RAV. All against assets valued @ c400m.
""you can hold" - but not much good if one cannot hold is it? Pedantic point."
"But you can hold." SIPPS allow unlisted assets. Some managers don't allow them. The big risk is there's a consolidation of the ordinary shares or your nominee will sell if there's an offer with out consulting you or calling a vote. They can't just disenfranchise from an asset you hold because it's wrapper status has changed. In my own experience, I've owned a Bermuda listed Russian hedge fund via a trading platform, I held the stock through their nominee when the company de-isted and they forwarded on the 6 monthly reports and allowed me, and other investors, to exit when the company provided the usual hedge fund liquidity events. Before that, they offered me the opportunity to hold the stock in my own name directly with the private company outside of it's wrappers.
"Russian owners, in a sanctioned Russia ... with zero loyalty to the west .. are more likely to worry if they do not receive the order of Lenin from Putin ... than reputation in the west .... do excuse the sarcasm."
Some Russian owners in an unsanctioned Cyprus company with Russian assets you mean. The pref's still form part of the cap table, so they are part of the ownership structure. In fact they rank more senior than the ordinary shares in the cap than you would expect the new management team now to be owners of. Loyalty to the west? Except the debt, the major shareholders, the apparently British citizens in the management team and the future liquidity pool western capital will provide. If you felt there was no rule of law in Russia, why did you even consider owning the pref's in the first case? Did you not take the experience of the team in navigating Russian politics into consideration or the inherent risks in Russia anyway? It seems an odd thing to suggest now, that the management team you invested in would just throw away something to corrupt managers or are corrupt themselves.
"If the put option goes through." but according to your logic it's irrelevant, just the process of de-listing, according to your previous statements, makes them nil value anyway.
I hold RAV shares and RAV prefs for the voting rights and income. 1:5 ratio. I have no overall substantial concerns as it's c1.2% of my (high yielding) portfolio. It now appears as a rounding error, but I agree any upside from here is going to be a bonus. I don't expect much.Overall, I think the proposed transactions makes sense. it's better to have an voluntary event, than an involuntary event down the road because you can't comply with the listing requirements.

“ SIPPs allow unlisted assets.”

What can I invest in with an AJ Bell Youinvest SIPP?
You can choose from more than 2,000 funds, as well as shares in the UK and 24 international markets. We also offer investment trusts, ETFs, corporate bonds and gilts. Assets you can't hold in a SIPP with us include private companies (i.e. those not listed on a stock exchange) and peer-to-peer lending. You also can't invest directly in residential or commercial property through your SIPP.

Same is true for II …. The only brand name I recognised among those SIPP providers that allow unlisted shares is MNG with caveats on holding costs that were expensive for unlisted shares. As I said, UK regulations require investor documentation is provided to enable SIPP customers to make informed decisions no documentation, no can buy.

You are welcome.

:)

“ - a nominal consideration of 670 million prefs, plus a 40 million debt and a 1,1 billion rouble issue with all other cash in "RRHCL" returned to RAV. All against assets valued @ c400m.”

ROFL

5p a share is my bet for RAV shareholders …. And if they get that Xmas will have come early.

As per my comments below RAVP 0-20p …. With 0p a distinct possibility if the sale of RAV goes to Prestino Investments:

Perhaps this will help that I came across today …. Mr delusional:

“ MOSCOW. March 18 (Interfax) - Raven Property Group (RPG), one of the leaders on the Russian warehouse real estate market, has decided to sell all of its Russian assets to local management "for nominal consideration," and cancel listings on all exchanges where its shares are traded, including the London Stock Exchange and Moscow Exchange , the company said in a statement.

The buyer of the Russian business will be Prestino Investments Ltd, a Cypriot company to be owned and controlled by RPG's Russian management team, led by Igor Bogorodov. Prestino will acquire the entire issued ordinary share capital of Raven Russia (Holdings) Cyprus Limited, which is the existing owner of all of the Group's Russian assets and related debt.”

" customers to make informed decisions no documentation, no can buy."
Of course you can't buy, the shares are suspended, but as you still hold them they will remain yours inside the nominees holding account. Some will transfer them outside of the wrapper, but still within their nominee structure. So if , for example , you hold them inside an ISA they will transfer them to a trading account. As there is no market they will appear as 0 value.
“ - a nominal consideration of 670 million prefs, plus a 40 million debt and a 1,1 billion rouble issue with all other cash in "RRHCL" returned to RAV. All against assets valued @ c400m.”
- as per the RNS.
The cost for unlisted assets look large in comparison, but that only because you have to compare them to normal market size trades, some unlisted debt, for example, is only tradable in £100k or 200k blocks, but can still be held inside a SIPP and the fees look larger but they are comparable to the market size.
- if it helps. I bought several shares holdings that are covered under the professionals only/complex product labels this week, as they take time to complete, I asked 2 brokers if my understanding of holding de-listed stock inside a tax wrapper was correct. RAV. They confirmed that if the stock couldn't be held inside the tax wrapper they would move it to trading account, if you had one, and ask you create one if you didn't. They do they transfer at 0 value as there's no market price as such. From experience , some will leave them inside the wrapper, but make any payments back outside it.
Just to help you:
"There is no binding obligation on the Company to exercise the option and its exercise is solely at the discretion of the Company. In the event the option is exercised, the Company would retain an economic interest in RRHCL via existing unsecured loans of £41 million and Rub1.1 billion to RHHCL and non voting preference shares of £678 million, attracting a coupon of 8%, 15% and 10% per annum respectively and with a term of ten years until maturity." ....hope that makes it clearer for you. They've sold RHHCL, but hold debt and senior position in the cap. table in the company.
"The Transaction is structured as a put option for nominal cost in the Company's favour"...a nominal cost in the "Company's favour".
We don't know the maturity profile of those prefs, but let say it's a normal redemption , meaning the company, RHHCL, need to redeem them at par, issue price, in 10 years (payback £678 million) and until them pay a blended coupon of say 12%....8%, 15% and 10% . Of course, subject to the sate of the Russian economy and trade., to RAV.
As they've mentioned they have a 10 year maturity, that suggests they might be redeemable prefs., but they do say they aren't convertable, so if they do pay the coupon and redeem the prefs for the par price, then the prefs get cancelled and the assets get owned unencumbered by the parent company of RHHCL, Prestino Investments Ltd. From what we kn

“ SIPPs allow unlisted assets.”
Linked from HMRC's site https://www.moneyhelper.org.uk/en/pensions-and-retirement/pensions-basics/self-invested-personal-pensions?source=mas#
company shares (UK and overseas)
collective investments – such as open-ended investment companies (OEICs) and unit trusts
investment trusts
property and land – but not most residential property.
mostly commercial property...I do.
"This list isn’t exhaustive – different SIPP providers offer different investment options."
Private Company Shares - list of companies allowing unlisted equity in a SIPP.
https://investmentsense.co.uk/sipp-zone/help-choosing-your-sipp/allows-unlisted-share-purchase/
The regulations allow it, but not all manager do. As I've try to explain, those that are primarily stockbrokers will usually keep the asset within their nominee, but exclude the tax benefit. Just because it's unlisted you don't become a forced seller (as you call it)...but it doesn't exclude, as I've said, an offer or consolidation as acorporate action from the company.
If you go to HMRC's site you can research the whole SIPP regs.
You are doubly welcome. ;)

You are not winning this argument devonplay … go on line and search for SIPP providers that allow unlisted stocks to be held …. As I wrote already MNG is the only name I recognise … AJBell and Interactive Investor do not for the reasons I explained already whilst quoting the AJ Bell website directly.

It really is obvious … who does one buy from and who does one sell unlisted stocks to?

:)

People on here talking about having written Rav assets “ down to zero “. Like they have any choice, they are worth fxck all and any deal being done between the Cyprus company and Russian “ partners “ will be a stitch up, the equity removed from shareholders and I’m sure certain individuals will benefit massively, Russia and the assets are not going to disappear, ( a lot of this is Biden /Johnson etc trying to rescue careers ) saw it all with Eurasian Natural Resources, Kaz, Vedanta, all this e.europe and Asian stuff is a total nightmare. Stick to US mega caps and btc, U.K. little better, a political basket case, nobody could argue wheezing fat bunter and the brexit loonies have been good for U.K. share prices, most back at covid and brexit lows.

Meanwhile from investor chronicle … published 2 days ago …

“ Raven shareholders down but not (completely) out”

Note:

“ While investors would no longer own the assets of the company, they would keep an economic interest in the business in the shape of two existing unsecured loans and non-voting preference shares.”


And

“On top of that, the divestment will need to satisfy sanctioning authorities, and Russian management will need to act as good faith counterparties, despite being cut off from the Raven Property group.”

… and supports my view … with shareholders wiped out and depending upon the good faith of Russian directors in dealing with the RAV shell company … preference share holders also.

Once the raven assets are transferred to Cyprus … RAV can be allowed to go bankrupt.

So, to be clear:
I've posted the regs showing you can hold property in a SIPP, HMRC site etc
Ive posted a link showing you that private shares can be held in multiple managers SIPPS, from InvestmentSense.
I've explained the transaction.
I've explained how unlisted shares held in an ISA/SIPP get treated by a stockbroker manager.
You've confirmed “ Raven shareholders down but not (completely) out” BUT NOT OUT"
"“ While investors would no longer own the assets of the company, they would keep an economic interest in the business in the shape of two existing unsecured loans and non-voting preference shares.”"" as I've explained several times.
And you now need me to explain "It really is obvious … who does one buy from and who does one sell unlisted stocks to?" you sell them to other investors via subscription/contract or treaty. OTC "over the counter" and via specialist exchanges that offer trading in unlisted private shares. It's thin trade, but it's trade.
If you can't buy and sell shares in private companies, could you try and explain how Angels, Angel clubs, Private Equity, Hedge Funds manage to build up stakes? Why if you can't buy and sell unlisted equity HRMC remove benefits of schemes like SEIS/EIS if you sell early?
You sound like you've traded a few times, but really have very little understanding of corporate finance or investing outside a quick punt on a low cost share dealing service. Hope you've found the information helps your understanding.