Member Info for Corryvreckan1

Plus the 'special' dividend of $0.01 is being paid as part of their "minimum liquidity sweep", but there were only 10 days of share buybacks in Q2 so I would expect much more of any free liquidity to be paid out that way in Q3 rather than by dividend increase. I don't think their "18.7% annualised" note in the last RNS is particularly helpful/representative.

Lenin - the dividends just started this year, last quarter in fact. They have declared $0.015 per quarter but for Q2 they have also announced a special of an extra $0.01. Your 18%, if I am right, is based on (0.015 + 0.01) x 4, but the special is possibly/probably a one off so it's more like 12% for this year based on recent announcements.

Some of the external dividend sites can be unreliable and/or late updating, best to always go to the RNS history from the company for the info.

Yesterday's buyback:

https://petrotal-corp.com/transaction-in-own-shares-33/

Glitch on LSE this morning meant that none of the 7.00am RNS have been listed today.

The headline Outlook section in last month's results was focussed on the full year ahead, but the Q4 TU on 17th May included more of a weighted comment:

"· FY24 guidance anticipates that the more challenging trading environment of the second half of FY23 will continue into the first half of FY24 before improving in H2

· Due to product intake timing, which supported Q4 FY23, and strong prior year comparatives, the Group expects a modest sales decline in Q1 FY24 before normalising in Q2"

Recent SP drift maybe reflects that. As much as the results tomorrow will show against that indication, any updated outlook for Q2 and beyond will also be key.

I think the Rolex delivery shifts in the Proactive article is reflected in that "Due to product intake timing" comment above.

I wonder if LawrenceH meant 'Inflation' down, rather then dividend, which was the main news from China overnight.

Their CPI is down to -0.3% y/y now, not a good sign for economic growth, although just better than analysts prediction of -0.4%. May help inject some urgency into their economic stimulus though.

-0.3%!!! UK not seeing even close to that anytime soon.

LSE RNS feed not working yet today, this released this morning:

https://www.londonstockexchange.com/news-article/SLP/chrome-ore-pgm-treatment-joint-venture-agreement/16075677

And this is the link to the Ground Rules. Key points are in section 8.1 - Review Dates (page 19, confirming the rules that the link Neil posted is based on) and 8.3.4 - Reviewing companies (page 20, confirming the entry / exit criteria)

WARNING – these ftserussell links will automatically open/download a pdf on your device

https://research.ftserussell.com/products/downloads/FTSE_UK_Index_Series.pdf

Just to clarify dates further, the review on Wed 30th Aug is during the day so is based on mcap at close on Tues 29th. The 18th Aug date is the initial "Indicative Review" which is then superseded by the final review on the 30th.

I've not seen any rule about only two changes though - there were three changes in both Sept and Dec 22, none in March 23 and one in June 23. Agree the SP will need to be higher to get automatic entry (90th or above) and other companies will move around as well so nothing guaranteed.

"High court approval for CR this week"

VernetLes - have you seen a court daily schedule with a date yet, or is this just based on the previous RNS timetable?

Thanks

"· £150,000 cash will be payable within eighteen months and one day of Admission. Should the Company elect not to make the cash payment by the due date, Bluejay will be issued with 3,000,000 new Ordinary Shares ("Bluejay Conversion Shares);"

That's new information not in any previous Bluejay RNS, so looks like no cash at the moment, may even just be more shares in time.

"The Bluejay Consideration Shares are subject to a restriction on sale for a period of 12 months from Admission ("First Period") and are also subject to an orderly market provision for a further period of 12 months following the First Period ("Second Period")."

That's good, wasn't clear from the Schedule One if there would be a lock-in. So they can't sell those shares short-term but looking for future success.

Everything else much as discussed here over last few weeks. Note that Met1 are only likely to receive net £1.7m from the IPO, so that looks like possibly fees of £0.5m - ouch!

Let's see what they can make of these projects now...

The AGM for the other resolutions was on 30th June (results in the RNS section above), today was just to receive the accounts as they weren't ready in time for the AGM notice.

I should add that based on today’s revised position it’s possible that Bluejay would now be receiving only £3.025m worth of shares on IPO, based on the previously noted 29.01% holding, and not £3.125m.

So from the expected £4m consideration on completion/IPO* advised in the July 2021 RNS (£25k cash upfront, then £250k cash and £3.725m shares) it now calculates at approx. £3.2m (£25k, £150k and £3.025m in shares), a reduction of 20%. There is then the deferral of a further £1m of shares (i.e. 20m shares at IPO price of 5p – c10% of shares in issue after IPO, plus warrants) unlikely to be issued until the project is successful enough to raise further investment in a future placing, and possibly even issued in stages?

So more of the risk of the project has been brought forward into the reduced upfront consideration, albeit with a potentially better long term outcome if the project is successful.

* In the July 2021 RNS it stated “£3,725,000 payable in shares at the IPO price” but it did not indicate that any of that would be deferred, as they are now stating. In the absence of that it was reasonable to assume that it was a consideration due at the time of the IPO. Also note though, the IPO has been reduced from a required condition of raising £3m to now raising £2.2m, so some of the shares to be issued to Bluejay now have to be deferred to keep them below the 30% level for an automatic takeover offer.

I thought it was odd that in this week’s RNS in the highlights section they stated “first day of trading of Metals One plc on the AIM expected on 31 July 2023” yet further down they stated 27th July.

Well, the LSX has today been updated to state 31st July as the expected first day of trading and with a revised size now down from £2.5m to £2.2m (well below the original £3m condition that was to be met).

https://www.londonstockexchange.com/live-markets/new-issues

Everything else in this week’s RNS pretty much as I said back in my 15-16 July posts - £3.125m shares down from £3.725m, and reduced cash payment from £250k down to £150k which is actually more than just a proportionate reduction. Perhaps to compensate for that they have added £1m of possible future shares but that will only happen after a future placing, albeit hopefully after de-risking the project through the drilling programme, plus some warrants.

I also previously asked: “It also raises the question – what if they don’t raise even the £2.5m now indicated? I see no mention of the IPO being underwritten for that value. At what cut-off level would (could?) Bluejay walk away and say the deal is undervalued?” Still a valid question.

The update was issued in June, and the HY results are always later in August (except for the delay to Oct in 2021).

Alliance News appear to have got their dates mixed up and their timetable is wrong. The company always notify the date of results in advance on their website. It's not going to be this week.

Nomadicinvestor

On the subject of buy-backs, I posted this on 6 July:

“I believe they also need the retained earnings position on the balance sheet at a sufficient level to support this. That won’t happen until the court approve the Reduction of Capital and it is then implemented by the company (in August earliest). The £6m retained earnings they had at end of May will be reduced by any UK losses applied, plus they will need to provide £3.1m for the October dividend, so it would perhaps be ‘prudent’ to wait for the RoC (£51m) to be approved before commencing a substantial buy-back programme, just in case there is any delay from the court?

That is still my view, despite the SP being attractive for a buy-back programme to start now. Court approval should come in the next 2-4 weeks, however, given what they announced at the end of June the court may now look at the protection of creditors in more detail. The company may need to provide further undertakings that may delay the process (as per 8th June RNS) although note that the Board didn’t think any more would be required at time of issuing that RNS. That being the case the prudent option would be to wait for the hearing. All being well, buy-backs could then start in August.

Definitely-Yes

I don’t quite get where most of your numbers are coming from?

Also, the projects they are selling to Metals One ‘should’ (in theory) already carry some value within the current SP, so I don’t personally think it’s as simple as adding a consideration value per share to the current value. It might more depend on what discounted value the Market might ascribe to the 29% holding that Bluejay will have in the now future potential, as the projects will now have a higher chance of progressing?

Where are you seeing milestone payments/shares, I seem to have missed that?

Thank you for your reply.

I had question marks beside conditions 3 and 5, although partly due to lack of visibility at this stage, but I take your point about notification if not met.

My point about condition 4) on the £3m was that it was presented in the RNS as a binary choice, i.e. if that condition is not met (along with the other 7) then the deal is off.

However, the Schedule One on the London Stock Exchange states “Capital to be raised on Admission: £2.5million”, an issue price of 5p, and Bluejay’s “Shareholding on Admission - 62,500,000” – so that’s an equivalent of £3.125m to Bluejay rather than £3.725m.

https://www.londonstockexchange.com/news-article/market-news/schedule-one-metals-one-plc/16022834

So the Schedule One reads as though the IPO would still go ahead at that level and thus the shares due to Bluejay in the deal consideration would be proportionately reduced in line with the capital raised, rather than fixed at the level indicated in the 2021 RNS. If that is the case then it presents the possibility that other parts of the consideration may become proportionate as well, despite no clear indication to that effect in the RNS?

The words “at least” can maybe support that view, e.g. the ‘full’ consideration terms as stated are conditional on at least £3m… [unwritten – otherwise they will be reduced proportionately]? And this is AIM, so just how much poring and vetting over the documents takes place is a little more subjective and (potential) omissions/lack of clarity do happen.

It also raises the question – what if they don’t raise even the £2.5m now indicated? I see no mention of the IPO being underwritten for that value. At what cut-off level would (could?) Bluejay walk away and say the deal is undervalued? The binary choice was £3m but that now seems unclear?

Ashton - thank you for highlighting this IPO, it had dropped off my radar since the announcement 2 years ago.

Galleons is right to highlight the 'subject to' caution though, nothing guaranteed at this stage, and as you indicate yourself we need to wait for announcements after the 27th.

Also note that you have stated the terms are as set out in the RNS, but then for some reason you have changed the wording on point 2 from "payable on completion of the Proposed Transaction" to "on completion of the IPO of Metals One." Those are not the same thing and there could still be obstacles to the transaction completing that are out with Bluejay and Metal One's control, as rightly highlighted in the 'subject to' conditions part of the RNS.

The 2021 RNS may have omitted a clear indication that the consideration could be proportionate to the amount raised at IPO, rather than raise £3m or it doesn't go ahead, if I have that right? They are now stating that they hope to raise £2.5m of new capital rather than £3m, and Bluejay's equivalent shareholding would be worth £3.125m (62.5m shares x 5p) at that level, rather than £3.725m per point 3.

Important to note that this could not be higher than 29% of shares in issue to ensure that they stay below the 30% threshold requiring them to make a full offer for the company, if I have got that part of the market regulations right? Whether or not the £250k cash in point 2 is also then to be proportionately reduced remains to be seen.

Hope this all completes and the assets move forward, however recent weakness in the take-up of London IPOs suggests caution is necessary, particularly as it has already been pushed back.

Nonegspleeze - "I'm talking about the BOD that made plenty of noise moving cash around accounts..."

Can you clarify what this nonsensical statement relates to please? Is it a reference to the Reduction of Capital RNS on 8th June?

6m was delayed report by 1 hour and LSE normally mark all delayed as 'unknown' automatically, although curiously not every time - never worked that one out :/

Agree it looks like a worked sell though.