Member Info for GaiasKidney

Morning Foster.

Yes from actually reading the important bits within the Prospectus, rather than just saying one has and then saying 'it's bad' - ADV crew, I come to similar conclusions re how the syndicating of the 2.5bn debt facility will pan out. Plus indeed JPM have just placed tons of issue with their city mates, They would not have taken it if it was in any way probable the bonds won't go. Paper tiger being waived about that one.

With Fraser and the OO:

"Disappointing that CF will not be participating in the open offer- don’t think this is a great example from a CEO who wants shareholders to back it! "

best he leaves that for other PIs to take I reckon.....and would he have £838k ready to throw at it? Doubtful! Can't dispose of any of his existing.

ATB.

GK.

Hi Cherokee

"Probably the most informed poster after Myo / GK on ADVFN:..."

Just in case anyone may get confused I post now and then as 'Lenses' on ADVFN.

I note from that PPVN has sold out. IMO s/he is making an error but each have to make their own decisions and have their own time horizons.

For general info for those enquiring I bulked up five fold from Nov to April into heavy seven figures and have added another 20% since 30/4...and will take the OO. but no one should give an FF about that. Instead do the graft as too future prospects.

I like Myo btw.

ATB.

GK.

Morning............The word 'good' is omitted!

Posts tend to get rapidly lost in the chaff so at pres there is not a lot of point in saying much. so with the data below please c&p it into a file instead of forever asking about it! Ta.

Date........................Issuing for.............No of issue/m..........Total issue then.

Now........................------------.....................4797........................4797
21/5/19...................Firm Placing...............1962........................6759
21/5/19...................Placing & OO...............218........................6977
21/5/19 fmu............Royalty $50m...............203........................7180

This will be the situation in a few weeks. Then further issue MAY occur from CBs converting over the next 8 years
.
21/5/19 to 23/5/27..CBs conversion min*..2637........................9817 tot, or;
21/5/19 to 23/5/27..CBs conversion max*.3297......................10477 tot.

*Once all the previous 2023 CBs have rolled into the new ones (the reverse book build - part done) there will be $644.2m worth of CBs then in issue. Today the conversion price is set at $0.2443, but can be adjusted ahead to $0.1954 in certain circumstances.

IMO for those with an 8 year plus view for holding the expectation of full CB conversion should go into your calc as to future value per share. For those who instead may prefer to just wait until project value is de risked and realised from the construction completing and production earnings arising - some ~4 years ahead - I would factor in not much sp impact from CB conversion down the road. The co can, so may, cancel them.
====
Events? Yes disappointed. The AF was $825m in the end, whereas guidance was $400 - 600m. A big jump. Fraser was never going to allow the Senior Debt to be more than $3bn, quite right imo, however ever rising costs to get this away meant a large percentage jump in the AF.. and so issue at 'give away' to get it done. Not nice!

To try and end cheerily, cling to this (from Oct pres): $43.258bn.

That's the 20mt/y NPV in 2029. Not more than 10% would have been knocked off that from recent events I reckon.

Get it built!

GK.

PS: Prospectus is out btw - a nice 601 pages. May keep a few quiet? ;-))

Morning Lost.

'Initial Bonds', target amount = $500m, target date = Sept '19 Senior secured debt.
'Revolving Credit Facility', target $2.5bn, dates not fixed, line of senior secured credit.

The terms Sirius have with JPM to get any more cash beyond the $425m raised from this share placing and OO (the funds from the sale of the $400m of 2027 new CBs remain locked in escrow until these 'senior secured' 'initial bonds' are sold to the market) do not require JPM to provide these funds to Sirius if they have not sold Sirius bonds to the market. Ie they are not underwriting these bonds. This also applies to the later $2.5bn 'revolving credit facility'. Text from 30/4 offering RNS:

"..the Company has agreed to engage J.P. Morgan Securities (acting directly or through its affiliates) to act as initial purchaser of the Initial Bonds on a best efforts basis, as well as for future bond issuances to refinance or replace amounts drawn under the RCF. In those circumstances, J.P. Morgan Securities would endeavour to procure purchasers for the full US$500 million of Initial Bonds currently contemplated as part of the Stage 2 Debt, but would not be under any obligation to acquire any Initial Bonds for which it cannot procure purchasers. As a result, the Company does not have any certainty that it will receive the full US$500 million of gross proceeds of the Initial Bonds."

"Best effort basis". It is not in JPM's interest to not get these bonds away, nor would they look very clever in the eyes of all those who have taken up the other parts of this raise.

Though I am sure this apparent risk will provide much fodder on here for discussion....and the usual from non holders.

GK.

PS to All and also all newbies: The cutoff for the OO was the close yesterday, your holding at that time is the basis for your allocation. If you were not in as of the close yesterday you are not eligible for the OO. Anyone saying otherwise is misleading you. FMU.

JP:

"We are not fully funded! There's still $500m of senior bond issue to negotiate"

Those of us who can digest an RNS get this........and it certainly should not take anyone 8 years (or even 8 weeks) on the good ship Sirius (or should that be - feeling a bit..um.. 'pale' on - The Demeter?) to become qualified to be able to do so. Relevant text from RNS that perhaps some would like to hide from?:

"In circumstances where the Firm Placing and Placing and Open Offer have been completed, but the Stage 2 Debt Event has not occurred by the end of September 2019, the amount held in escrow in respect of the Escrow New Convertible Bonds will not be available to the Company at that date and the Company will have no available cash to deploy into the Project beyond that date and, as a result, it will be required to cease all discretionary spending and simultaneously consider all options available to it. Unless the Company was able to secure alternative funding (if any such alternative funding were available to the Company, which it may not be) or a merger or acquisition transaction involving the Company by the end of September 2019, the Company would cease to operate as a going concern and the Board would be required to place the Company into administration or liquidation, which could result in Shareholders losing part of or all of their investment in the Company."

Just one of those little risk notices the co have to put out, doubt it means anything really!!

GK.

Hi Sardine.

6 years eh? Oldster!

You prob won't like to see it but the issue in 3/13 was 1.35bn. After the events of today it can max out at about 9.3bn.

It's a long and complex series of announcements today so it's unsurprising misinterpretation abounds - not you btw. However to me it is also unsurprising that, as so often happens from certain suspects with form, there are attempts to sow seeds of doubt as to what has been achieved today.

Primary 'seed': 'the deal is not covering the complete $3.8bn requirement'. It does.

As for the Firm Placing book build, perhaps I am more cynical than some. This is IIs buying this, PIs don't get a look in on that 90%. IIs will push for the 15p. We'll see.

Anyhow welcome to the BB, trust nothing that is said and all the best.

GK.

More confusion being spread! What motivates these people or can they not read?

The reverse book building has nothing to do with the placing price for the new issue shares, it is purely about the swapping of the existing outstanding CBs old for new.

"On 30 April 2019, the Company, with the assistance of J.P. Morgan Cazenove, commenced a reverse bookbuilding process (the "Existing Convertible Bonds Buy-back") with the intention of purchasing any and all Existing Convertible Bonds from holders."

Though I am optimistic for 18p as I feel CF has given too much away this time. Next RNS.

GK.

Oh dear.

People here do need to understand that ALL holders of Sxx, be they direct certificate or CREST (ie hold via a nominee - most PIs), are eligible to participate in the Open Offer. Though they should note there is only a maximum of $40m in new shares that will be available to buy from the co.

FMU the OO will be around 3% of the holding as of close today, though unclaimed surplus can be bid for. The price will be RNSed in the morning. People will have about ten days to act. Nominees will message CREST account holders in a day or so.

GK.

Afternoon Ron.

The 'Clock' has just been revamped with a long life spring and will now tick for 70 years plus.

You gave me early inspiration here btw.

Take care - enjoy the future gains and divis.

GK. And lay off those fags!

Well Mr C it could be the case. They had a taster the other week on how fast a short cover panic can move an sp, creating a positive feedback forced closeout firestorm. Maybe a repeat....and some!!

Trying to curb it, the detail (if we get it all tomorrow) may have some dampeners in it.....for the short term.

Regardless of shenanigans in the morning. long term has to be strong.

GL.

GK.

Hi Trev.

My optimism reduced on the proportion of the AF that would get found and secured by the co as alternatives to immediate new issue, both with the dragging out of the deal with the MLAs and then more so with the co's (now obvious) resorting to their fallback on 12/3. but I have continuously had no doubts about the securing of the $3bn senior debt major part.

If the AF need - £400m - is all to be a placing in one hit then that imo changes what pricing will be achievable compared to my thinking some time back (Jan?) of around $110m, as it will be a far larger dilution. Note large but smaller percentage wise than stage one's issue though.

Also, as WW alludes, if there's no prices suggested, just the cash amount to be raised disclosed tomorrow, but also in conjunction with the debt agreement, then there will be time for an sp rerate...maybe..should!!. But whatever the sp market price at the time of the issue down the road there will be a sweet discount for the placees. They will have to to get that volume away. So a pull back of sorts may follow.

After St1 it took some 4 months for the overhang to clear. This time? Lower %age of dilution + fully funded project + construction end/earnings start far more visible and nearer = far more rapid risk reappraisal = far higher retail share demand = far shorter..or maybe overwhelming of...overhang.

We'll see!

ATB.

GK. May have a we dram.

Evening TB

No, I doubt that.

With the complicated (now dead) previous deal many balls would have had to be got in the air at the same time. That could have warranted a suspension so as to make time for all the actors to have their say and so demonstrate a complete package before re-open.

Now with (assumed) JPM handling it all it can all happen with one blaster of an RNS.........With a caveat that indeed both placing and debt arrangement covering all the need go live tommoz.

Exiting times.........Where is Alan? Out for some fried chicken perhaps? ;-]

GK.

Hi MrAim

"Institutional investors can only put money into project's such as this one when certain risk criteria are met. No matter how good the punt, if the risk factors aren't right, they cannot invest other people's money."

If investing others' money then for certain fund that is so, but I indeed fully expect they will instead be Stagging their own funds for a quick return.

I may have the number slightly wrong but I think this is probably the tenth time the co have gotten off a placing of this form to institutions who have then soon off loaded their new shares at decent profit into the (willing - very willing? expect so) market. Tried and tested, why change?

It gets it built. Youknowwho's priority.

ATB.

GK.

Good. to the wire. Details in the morning then!

However dilutive I think it is well certain this price today will be a much smaller number than the one in round six months after the 'dust settling'.

Well done BoD.

GK.

Morning Cherokee............Since I appear on your (suspects) list.. ;-))....and despite mild (serves me right) hangover...What I think is to come is:

1/ It's JPM (check Eureka's post on BS)
2/ Much to all of the 0.4 to 0.6bn AF will be issue, either immediate or delayed (ie CBs) or combination and will provide the near term cash need for the build.
3/ The main part of St2, the $3bn, will be a senior secured debt line of credit from JPM to Sirius that will be drawn down as the build proceeds and the funds become required. Parallel to that JPM will issue Sirius bonds (also senior secured) against Sirius assets as a means to syndicate out the risk to JPM.
4/ As the build proceeds and (hopefully) the project risks reduce, hence earnings visibility and imminence becomes more apparent, the pricing JPM can offload the bonds at should reduce.
5/ There will also be more flexibility in this structure as the build cost needs may vary along the process and that would be easy to accommodate, including restructuring opportunities. This would also include flexibility as to when the paying off of debt commences.

The main disadvantage to all this however is that Sirius end up very, very tied to JPM until pretty much all debt is cleared away. If the build happens to go badly at some point and there is severe delay/overspend. JPM would be in (can take) complete control.............Then again I flagged that risk from senior debt at the get go 3 years back, so nowt has changed there.

So let's just hope it dunna ever come to that!

All to become clear soon I expect.

GK.

I see as usual 'up to' is being misconstrued.

The RNS is quite concise.

I expect costs of debt and ease of syndicating out St2 issue plus bonds to be improved from this. Signoff soon.

GLA. From sunny Pembrook.

GK. Out of office!

Leave that for the Romans Rebess.

The Old Nick we know?.........and so don't like that much. The spectre of St1 still haunts!

I expect for Fraser it's just one of many steps in the necessary business to get the job done and (hate to remind) we all need to fully grasp what is his priority - the mine.

When it comes to the biggie cash raises trying to mollify the present and pressing concerns of the investor base will not be high on his list. If he were pressed into a statement I expect one would get something like: 'completion of the project is the biggest driver of value' or a variation thereof.

If it is our assumed 'Devil' and if they are as good as there (as presently guided) word:

"..focus on a US$3 billion multi-tranche structure. The Alternative Proposal contains an alternative senior debt structure to completely replace that structure."

then we are still to get some 85% ish of this requirement as debt. IMO if they pull that off that will be a fantastic outcome for the shareholders if compared (when you think about it) to the other possible alternatives out there. It may well be accompanied by real pain on the issue front, but the fact of it being done and dusted will I think in not much time transform the present sentiment here.

Large levels of justified focus on the downside here and now are not surprising.........But when that lifts?...............

HAGLW

GK. Pub-o'clock!

Yes Dan. My error. The designation of Nomad and JPM being that vanished with the co's move to the Main.

But how about some thinking on the position of them now and whether it is likely - as is now commonly supposed by commentators - that JPM are to facilitate St2? After All they were/are still? a member of the MLAs, facilitated St1's non royalty portion and also sponsored (as just mentioned) the move to the Main.

So may I (of course urbanly) suggest that 'we may..' in your:

" we may have maintained a close relationship since admission."

Could be more justifiably thought of as: 'it's bloody obvious we have...'? No?

3x present Mcap to be raised. No mean feat that. So I thoroughly concur with your Friday last at 10-12....and still expect considerable upside once the 'air' has cleared.

ATB.

GK.

Yes. Facilitated the upgrading of Sirius and so in the process upgraded them selves within Sirius. 28/3/17;

"Notification of proposed admission to the Official List and cancellation of trading on AIM...

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, is acting as sponsor to the Company in connection with Admission."

They do big boy finance.

GK.

Opens with background;

"The London-listed company said last month it was in talks with a “major global financial institution [the 'FI'], over a new funding package for the project, which it hopes to finalise by the end of the month."

Further down this bit from CF stood out for me:

" "...with this proposal you have capital providers who are backing you to manage the risks and deliver the project," he said."

FT are concluding it's JPM. To me that makes sense, the co has been with them as the Nomad for many a year now, so having them acting as 'fallback' seems logical if the restraints being imposed by the now canned MLAs became too onerous.

Ya man is also quoted, (presumably only regarding the $3bn senior element, not the 'additional finance'):

"The best way to describe what we are working on is a capital markets led structure.."

To me that means a deal with the signoff creating a credit line to Sirius from the FI so Sirius draw it down as required throughout the remaining build and as that happens the FI will in parallel syndicate out the debt as tranches of Sxx bonds. This seems to marry with FT saying of CF re:

"..that the new proposal would give the company greater flexibility to pursue "refinancing" and other opportunities "along the way"."

I would also think the FI will be keen to handle any of the 'additional' that Sirius may not have sourced from elsewhere. Chunky fees to be had!

As ever we will see.....and since I see no rationale for the likes of Sirius's Nomad (if it is they) to force the co into a build slowdown....we will see soon.

Meanwhile there is a weekend to enjoy.

GK.