RE: Wondering4 Apr 2018 11:07
Re-reading the recent DCS agreement announcements: The Effective time is Jan 2017, and hopefully it's right to say profits accrue to HNL from then. But I reckon it's only from completion in November 2017.
The 16/10/17 announcement is silent about what happens between January and completion in November. We're told the seller receives 1.8m euros on completion, being enterprise value (4.8m euros at 1/1/17) subject to "certain adjustments", and also subject to some separate "Completion Adjustments" and also intra group balances. It's unclear what all those adjustments are (they're separate from the contingent liabilities), but wouldn't it be more likely that TLW ran the assets up to completion, and took the profits up to completion, the adjustments including the profits? That would mean HNL step into TLW's shoes on completion, profits netted off to TLW with all balances on completion at zero, and earnings/profits start to accrue to HNL from then. HNL surely wouldn't get the profits from Jan to November, or other existing cash, without paying full value for them. I don't think HNL took any risk running the assets before completion, so can't immediately see how it's agreed they profit from them, without paying full value.
So why do some posters here think earnings and profits are accruing to HNL from January 2017, without paying for them? That assumes an agreement that HNL operated the assets, or paid TLW to do so, with HNL taking the risk, neither of which appears to be the case. The norm for a conditional contract would surely be for TLW to carry on operating (probably with an obligation to do so) but taking the profits/losses up to handover on completion. That way if the CPs weren't satisfied the contract simply wouldn't complete and there'd be no handing back exercise. The significance of January is legal rather than financial. I think it's a standing start with zero balances for HNL in November 2017. IMO. The forthcoming AR may clarify. Very happy to be wrong, if someone can point me in the right direction.