RNS - CLN conversion14 Oct 2025 11:28
There is obviously a lot of confusion arising from today's RNS, in relation to the CLN conversion. The RNS states that the CLN:-
"may be converted into Ordinary Shares of IBAI at the discretion of Truetide, in whole or in part, at the lower of £0.075 (subject to a General Meeting to change the Company's par value) or the subscription price of any fundraising completed by IBAI prior to conversion. The final redemption date is 31 December 2027."
Proactive, in their article this morning, interpreted that as:-
"The conversion price will be set at the lower of 7.5p a share or the price of any fundraising that takes place before conversion."
Obviously, 7.5p would be correct based on the RNS wording of £0.075 but I think that should have been £0.0075 or 0.75p, hence the reference to a GM being required.
In relation to the acquisition itself, IBAI are acquiring 100% of Kirkstall, via a CLN with a principal value of £170k. £23,578.59 will be the cash portion and will be used to acquire the 13.89% of Kirkstall not owned by TrueTide. The remaining £146,421.41 may be converted into IBAI shares, in whole or in part, at any point up until 31/12/27.
So who does this acquisition benefit?
Well Truetide get to benefit from the rise in the share price of IBAI, which now includes Kirkstall, via conversion of the CLN into IBAI shares at the low price of 0.75p. This is a great deal for TrueTide shareholders, as they will benefit from growth in Kirkstall, whilst maintaining their 29% holding in IBAI (with more shares).
IBAI benefit from acquiring Kirkstall now, without having to pay the £146,421.41 in cash. Instead, that will be paid in IBAI shares (part/all cash optional) at some point before 31/12/27. However, we can be pretty much be certain that will be 100% in IBAI shares.
This means that IBAI benefit from the growth in Kirkstall immediately.
Overall, the dilution relates to the conversion shares which will be circa 19.5m new shares. That said, the trial is going to ensure an sp at a big multiple of the current price.
I guess we can see merit both ways,