Roundtable Discussion; The Future of Mineral Sands. Watch the video here.
On dividend amount, they have guided, at the interims presentation, to something in the order of 0.1p to 0.2p/share dividend (£1m cost to the company), as per the last post of mine in this thread.
They could well surprise to the upside on this, but the guidance is what it is, and should still be available to listen to on the Investor Meet Company site (Q&A tab, answer to Q16).
A really bizarre thread this one. The numbers are all on display in the balance sheet (Interim Consolidated Statement of Financial Position as at 30 September 2023) reported by Totally in the RNS of 28th November.
£18.4m Current Assets
£30.3m Current Liabilities
If you subtract current liabilities from current assets you get -£12m. i.e. net current liabilities of £12m. Not total liabilities or net (total) assets but net current liabilities. The "current" in current assets and current liabilities means assets or liabilities that are expected to be settled (paid, received, work completed etc) within 12 months.
It doesn't help clarity of course that Totally itself quotes net current liabilities of £15m in the same balance sheet and appears to have added in non-current liabilities to get this higher number.
Net current liabilities is not a new thing for Totally and the company explicitly addressed this in their last annual report.
"The Group has consistently had net current liabilities in recent reporting periods which reflects the nature of the contractual terms with customers and suppliers. "
The position arises because Totally get paid in advance (at least in aggregate paid in advance of having to pay their suppliers and employees) on some of their contracts - particularly the urgent care contracts - and have chosen to use the cash generated in this way to fund their acquisition-led growth. That was OK so long as the company could continue growing its urgent care business (the larger the business, the more cash up front they would have) or could generate meaningful operating cashflow (excluding this working capital effect) from its overall business. The risk was always that, for whatever reason, there would be a change to this source of cash - either because the contract terms changed (to more traditional pay upon invoice after work done terms) or because the company's "pay up-front" business started shrinking. What we have seen recently is the materialisation of this latter risk - the "pay up-front" business started shrinking with the ending of the North West London UTC contracts and some Covid-related contracts. As a result cash disappeared from the balance sheet as those contracts came to an end and Totally settled the bills (relating to the cash received up front) with its own suppliers and employees.
With £12m of net current liabilities (at 30th September), gross cash of only £2m and a net debt position, Totally doesn't appear to have a lot of capacity left to withstand further loss of material "pay up front" contracts. That may not be a problem if it can return to growth in the "pay up front" contract business, or if its overall business can start generating sufficient cash, but it seems to me the risk is relatively high at the moment.
The CFO set a very clear expectation for nominal dividend amount in the Investor Meet Company interims presentation (12th September). It's still up on the IMC site and if you go to the Q&A tab you can hear that answer in response to Q16 "What is a nominal dividend Vs normal dividend, and why have you chosen this approach?"
He suggests that whereas their special dividend cost £3m (0.45p/share), a nominal dividend might be around £1m. So that would indeed be 0.1p to 0.2p / share.
Of course expectations can change, but at the time that was what was being considered.
In terms of JPM declaring, I suspect they are under the 5%, 10%,.... disclosure regime (FCA handbook DTR 5.1.5) rather than the 3%, 4%, 5%, 6% regime (DTR 5.1.2). So if they are increasing I don't think we'll see a new holdings notice until they get to 10% and therefore we may see evidence first through Morningstar or the HVO website or the HVO annual report.
And what about the £11.4m net tangible liabilities (as of interims balance sheet date 30/9/23)? Wouldn't any sum of the parts valuation based on divestment have to cover at least that as well as the market cap before you got to breakeven vs the status quo? And probably a lot more than £11.4m if you assume that all intra-group loans would have to be repaid on the divestment of a subsidiary.
i.e. all the main operating subsidiaries have positive net tangible assets don't they? Whereas on a consolidated basis Totally plc has a large net tangible liability position. This is possible because cash has been lent by subsidiaries to other group companies and then used for various purposes, such as acquisition. In the lending subsidiary those loans sit as current receivables and contribute to the net tangible asset position but on a consolidated basis they disappear as they are intra-group transactions. Any buyer of a subsidiary would be likely to demand that intra-group loans be settled at completion, wouldn't it?
As examples, as I read the accounts, Vocare Limited was owed £11m by other group companies and Greenbrook Healthcare (Hounslow) Limited was owed a net £12m by other group companies, both as of 31st March 2023. Totally plc, on the other hand, in the company (rather than consolidated) accounts at the same date owed a net £27m to other group companies.
Just for clarity, Thordon is incorrect when he states “Net cash as per last RNS just under £5 million”. The company actually reported afaics, as of the interims balance sheet date of 30th September 2023:
£1.7m gross cash & equivalents
£2.5m borrowings
£2.8m lease liabilities
By my calculations that makes £3.6m net debt, or £0.8m net debt if you exclude lease liabilities.
Thordon was I think getting confused between gross cash and net cash, but also lumping in a specific debtor of £2.9m referred to in the interims, which Totally said was paid shortly after period end. If you look at the daily cash chart for October 2023 provided by Lisa in slide 12 of the interims IMC presentation, you can see it looks as though gross cash actually decreased to around the end-August low of £1.2m in early October before recovering through the month and then falling back to £2.7m at the end of October. with the usual late-month large cash outflow - maybe payroll?
Broadening out from cash, bank debt and lease liabilities, Totally reported net current liabilities of £15m at 30th September, although it looks to me as though the correct number should have been £12m (£30m current liabilities less £18m current assets), with the £15m figure appearing to include non-current liabilities as well as current ones.
"This TV production investment could see you turn Zinc Media shares into gold"
Must say something about the state of the UK retail investor and UK microcaps when a weekend MIDAS tip doesn't generate any reaction (until now) on this bulletin board.
https://www.thisismoney.co.uk/money/investing/article-12054051/MIDAS-SHARE-TIPS-Investment-turn-Zinc-gold.html
gdog - yes, the signature page of the credit agreement "Silicon Valley Bank as an L/C Issuer and a Lender", along with RBC, HSBC and Goldman Sachs in the same capacities.
gdog - TRMR have $44m of bank deposits, but also $174m of cash (as of 31st December). The cash is not kept under the mattress (I hope). The difference between the cash and the deposits is the access I think (term vs instant access).
If you have a look at exhibit 4.6 to the 20-F you will see the Credit Agreement in which SVB is named as one of the lenders / letter of credit issuers for the loan and RCF.
Announcement that Novo Nordisk is buying DRNA at an 80% premium, so other RNAi plays (ALNY, ARWR, SLN) rise based on a view that they might also be in Big Pharma's sights. Also, likely to be some DRNA holders taking profits and reinvesting elsewhere in RNAi because they like the space.
https://investors.dicerna.com/news-releases/news-release-details/novo-nordisk-acquire-dicerna
$23m CTV estimate for 4Q is from the finnCap report (chart on P.7 top left).
From that 14th Feb 2019 circular I took that major shareholders only wanted the merger to go ahead if Ofer would agree to lead the combined company, and he would only do so if he got the huge remuneration package. This was reinforced by my subsequent conversation with the Chairman.
From that position, I think all the rest flows, as he has used his leverage to continue to increase his remuneration, and has not met sufficiently effective resistance from either the remuneration committee or shareholders.
For reference, it ("questionable" remuneration terms) started with the RhythmOne merger/takeover, where approval of the deal was linked to approval of the new remuneration package:
"If the Taptica Shareholders fail to approve and adopt the Transaction Resolutions, the Scheme will lapse."
The Transaction Resolutions were the first 4 of the EGM, 1 being the issue of shares to complete the merger and 2-4 being the new management incentive scheme and the specific incentive awards for Ofer and the CFO.
This was presented as more or less a done deal at the time:
"In aggregate, therefore, irrevocable undertakings and letters of intent to vote in favour of the Transaction Resolutions at the Extraordinary General Meeting have been received in respect of a total of 31,948,997 Taptica Shares, representing approximately 46.6 per cent. of the existing ordinary share capital of Taptica in issue on the Latest Practicable Date. "
Shareholder circular, 14th Feb, 2019:
https://investors.tremorinternational.com/static-files/c1db9fcb-078b-480c-839f-8734c2f5dc45
This goes back to when Ofer was appointed as CEO iirc, when there was what seemed to be a very generous remuneration package for him. I remember talking to the Chairman about it early on and my recollection is that he came out pretty strongly saying that Ofer was the man - i.e. major shareholders and industry advisors agreed that he was the man to take Taptica (as it then was) forward and integrate it with RhythmOne. You got what you paid for and Ofer had already demonstrated in his previous role how good he was at anticipating trends and positioning the company (according to the Chairman).
I took that with a big pinch of salt at the time, and certainly when I met Ofer at one of the first roadshow events he didn't come across to me as unambiguously brilliant (although much better in person than on these investor webcasts), but did have a very clear idea of what he wanted from RhythmOne and how he planned to develop the combined company going forward.
Here we are a few years later and the shareprice has gone up multiples. Now you can never prove the counterfactual, and who knows how much is down to "right place, right time" and how much is down to how Ofer has positioned the company. I had more or less given up on the company and sold the majority of my shareholding but thankfully kept enough shares to benefit (on paper at least) from this rise.
My suspicion is that Ofer has them over a barrel. He doesn't need the money but knows how valuable (they think) he is to them and is intent on maximising his remuneration. He must have the support of at least some of the major shareholders to get these remuneration terms through, including this one:
"The Compensation Committee and the Board of Directors shall not have discretion to limit, at the time of exercise, the value of equity-based compensation that was granted."
The total amount being awarded seems to me ridiculous, but having said that I would rather have Ofer in charge and a shareprice of £7, than Brian Mukherjee or Ted Hastings and a shareprice of £1!
Yes, I noticed that. And talking about all the deals that (he thinks) POLB is about to do. He just can't help himself, can he? Note that JS then thanked him for his "colourful" introduction. It can't be easy as CEO having a chairman like that.
On the basis of what information do you think Mithaq's holding is exclusively in ADS's?
Exhibit 2 to the SEC filing gives all the recent transactions and the main filing states:
"All of the transactions in Shares listed in Exhibit 2.1 were effected in the open market brokerage transactions on AIM, a market of the London Stock Exchange, by Mithaq Capital SPC."
In addition, the schedule quotes the total amount invested in sterling, not dollars.
It looks to me more likely that all of Mithaq's holding is in ordinary AIM shares, not Nasdaq ADS's.
In terms of Toscafund, their 1st July SEC filing and 29th June holdings notice both clearly state that they held 1m shares in the form of (500k) ADS's and the remaining 19.5m shares as ordinary shares.
Because it's an early-stage biotech in an exciting area with some big agreements signed. Have a read of the announcements they put out on deals with Mallinckrodt and Astrazeneca, and listen to today's webcast when a recording or transcript is put up to hear discussion of the market potential for their wholly-owned cardiovascular asset SLN360.
Mallinckrodt deal:
https://silence-therapeutics.com/investors/press-releases/press-releases-details/2019/Silence-collaboration-with-Mallinckrodt/default.aspx
Astrazeneca deal:
https://silence-therapeutics.com/investors/press-releases/press-releases-details/2020/Collaboration-with-AstraZeneca/default.aspx
Link to today's webcast and slide deck:
https://silence-therapeutics.com/investors/events-presentations/default.aspx
Earache - you're continuing to make the same mistake - believing that a company name is the unique identifier rather than the company registered number. If a company name ceases to be used then it is available for a different company to use, subject (I presume) to any copyright/trademark or similar issues. That is what happened here: 13356328 stopped using the name Poolbeg Pharma Limited (8th June change of name resolution), which meant that 13279507 could start using the name Poolbeg Pharma Limited (8th June change of name resoloution).
It's really not complicated if you accept the premise that the company registered number is the unique identifier of the company.
earache - you still haven't got this and I'm running out of enthusiasm for continuing the conversation. Re-read my original post (at 14:41) on what happened to the 2 companies. Poolbeg Pharma Limited is just the company name, and it has been used for 2 different companies. That's really clear if you use the Companies House site. Orph Pharma Limited became Poolbeg Pharma Limited and that is that company's current name. The different company that started life with the same name (Poolbeg Pharma Limited) is now called Op Holdco 2021 Limited.
Revised F-1 has been filed today including numbers based on Friday's closing price of £7.86.
It also completes the number of ADS's being offered: just under 6.8m ADS's with each ADS representing 2 shares. That looks like around $150m and indeed they appear to have raised the maximum offering from $100m to $173m. So that increase looks like they must be confident (in the demand).
Perhaps we can expect an RNS tomorrow to say that the Registered Offering (roadshow) has commenced.
https://www.sec.gov/Archives/edgar/data/0001849396/000119312521189808/d50431df1a.htm