A rough interpretation of the numbers re 1st/2nd phase30 Oct 2021 14:26
(Figures take from RNS 27th October)
FGP Total Share Capital – 1,222,969,677
476,190,476 @ 1.05 = 500 million bar 20p!
FGP States that the New Share Capital would be = 746,621,972. (after FirstGroup has acquired all validly tendered and purchased Ordinary Shares from Goldman Sachs) – numbers don’t quite add up?
Worst case scenario re Tender Offer - Assuming only Coastal take up the tender offer:
Coastal – 156,749,809 shares @£1.05 = approx. cost £164.59 million
Then also: second phase share buyback of £50 million assume* @ £1.05 = 47,619,047 shares
(*unknown number of shares as assume this will depend on market value at the time of purchase)
Total cost approx. £214.59 million
Leaves a residual £285.41 million
Plus 156,749,809 + 47,619,047 = 204,368,856 shares to be cancelled
(1,222,969,677 – 204,368,856 = 1,018,600,821 remaining shares)
Assuming overall FGP aim is to reduce total share capital to 746,621,972 this leaves a further 271,821,620 shares to be taken out of circulation via special dividend and share consolidation….
746,621,972 / 1,018,600,821 = 0.733 or to put it another way the remaining share capital still needs to be reduced by appox 25%ish
So the residual £285.41 million shared between 1,018,600,821 existing shares would be approx. 28.02 pence per share dividend whilst also issuing approx.. 3 new shares for every 4 held in a share consolidation.
Obviously depending upon the up take re the Tender Offer this would be on a sliding scale… The bigger the uptake the smaller the special dividend and a corresponding smaller consolidation as there will be fewer shares remaining that need taking out of circulation to reach the target of 746,621,972.
Therefore reducing issued share capital by 38.9% for a cost of approx. £500 million.
It’s worth remembering however that the sale of First Student and First Transit businesses to EQT Infrastructure was for net disposal proceeds of $3,123 million. At current rates this is approx. £2,280 million. So if I read this correctly FGP will have reduced their total share capital issued by nearly 40% for only £500 million leaving FGP with a net £1,780 million from that transaction.
The big question is what will FGP be worth at the end of this process? I think the statement re BoD members intention not to participate in the Tender Offer speaks volumes.
These figures are my own rough interpretation after trying to wade through and make some sense of what is a quite complex FGP offer, and as such anyone reading this should do so only as a rough guide as I may have misread or misinterpreted aspects of the prospectus etc. Folks should do their own research and seek professional financial advice where appropriate.
All Usual Caveats and DYOR