RE: Circular Notice of General Meeting12 Dec 2020 00:54
Hi all, a few thoughts:
If Ozaltin are paying $5m for it's initial 17% of Pontid, which is owned by GPE BV and Proccea are paying $5.75m for it's 23.5%, how does the money from GPE to Ariana rise to $16.5m? Answer, Galata, which is 100% owned by Ariana purchases 23.5% of Pontid, which is also 100% owned by Ariana through GPE, which is explained in Part 2 item 1 Summary of transactions and item 2 Flow-sheet diagram. It might seem weird, but it sorts out the shareholdings. It is stated that the Directors believe this money will not be subject to tax.
Question - the payment from Galata to GPE, whilst it nets down the payment received by Galata from $25m to $19.25m, I would have thought the purchase by Ozaltin of 26.5% of Zenit from Galata for $25m would be treated as a separate transaction and subject to local corporation tax on the gain at 20% prior to Galata making the payment of $5.75m to GPE for 23.5% of Pontid out of the net gain. The latter would not normally be considered an allowable deduction in relation to the former transaction.
The wording implies that only $19.25m will be subject to local corporation tax. This may need some clarification as to which is correct, although the difference is only $1.15m - small potatoes you might say.
I also think for a few, the details in note 5 Net Asset Statement might also raise a few questions. A couple are as follows:
1) if the existing JV agreement and the proposed JV agreement allow Ariana to sell satellite assets into the JV at 3x exploration cost, why is the cash received of £1.624m less than 3x the cost write off of the satellite assets of £0.891m? It may be that the cost written off is stated at historical cost, but not reflective of it's current cost using current exchange rates and the underlying devaluation of the asset, but why no explanation;
2) there has been a lot of talk as to the incremental value of the deal and how Ariana is undervalued given they will be receiving $37.75m in cash and also how much is 50% of the net proceeds after costs and tax. The net asset position per note 5 indicates an increase of £11.5m after costs and tax. Is the dividend going to be 50% of this amount or the total proceeds less lawyers fees, etc and tax as quite a few seem to think? 50% of this would probably exceed the net asset increase, hence my question, especially as the BoD were originally talking of something equivalent to the $5m payable by Ozaltin for their initial stake in Salinbas - why the big jump?
I also thought there would be more information regarding the JV agreements. If the terms of the JV and protection of minority interests are only governed by the Turkish Commercial Code are we expected to source and read this? Is there anything else going to be distributed before we vote?
Sorry, may seem a bit rambling, but perhaps worth bring to investors attention.
Cheers, Ash