RE: $242.3m dividend sacrifice for Karo ?18 Feb 2025 15:09
Thanks Visitor for the link ( https://www.overend.co.za/download/sens-rns-results-of-agm-and-dividend-conversion-rates-22feb24-final-updated.pdf )
It confirms that if management hold to the stated aim of owing 80% of KMH ( 68% of the mine ) then Karo will have mopped up roughly $243m of funds from Tharisa which could otherwise have been paid out in dividends (i.e. 81 cents per share).
What will the pay back term for the 81 cents be? Obviously the 81 cents should be over and above the parent Tharisa dividend and further there should be an additional return on the ‘patient capital’.
Whether the investment was in the interest of other parties ( sequere pecuniam ) it certainly doesn’t look like it was in that of ordinary shareholders.
MATHS -
To move Tharisa from 70% to 75% they fully participated in a $65m raise which also diluted Medway who didn’t participate. This brought their investment at that point to $135.3 m. The $65m took the form -
30/06/23 2.33% $27,300,000 for 3800 KMH shares. ($7,184.21 per share, 72.33% KMH)
31/07/23 2.68% $37,700,000 for 5248 KMH shares. ($7,183.68 per share, 75.00% KMH)
Subsequently there has been a further investment of
30/08/24 1.22% $20,000,000 for 2784 KMH shares ( $7,183.91 per share, 76.22% KMH)
Bringing the investment (revealed so far) to $165.3m.
If the 3800 new shares issued at 30/06/23 diluted Medway's then 30% by 2.33% to 27.67% this implies there were 3800 / (30.0/27.67 - 1) = 45,125 KMH shares on issue before that dilution.
Post 30/08/24 there would be 56,957 KMH shares on issue with Tharisa owning 76.22% (43,412) and Medway 23.78% (13,544).
To complete the dilution (20% Medway) a further 10,763 shares would need to be issued which at an implied cost of $7,184 ps would come to $77.3m and this would bring the total shares issued in KMH to 67,720.
At that point Tharisa would have invested $242.6m to acquire 68% of the mine implying a value of $356.7m for the mine.
Alternatively there would be 67,720 shares in KMH owning 85% of the mine which at $7,184 ps puts a value of $486.5m on KMH and $572.3m on the mine. And the good news is that Tharisa only paid $242.6m (in real money) for their $389.2m (on paper) interest in KMH.