RE: Shares29 Apr 2021 11:25
@Crusty – Sorry, I completely misread your message. I thought it implied 22p for 20% of MT but realise you meant 22p for MT, of which 20% is worth much more than £50m (i.e. £120m worth of shares). For EUA to take the 20% of MT it would cost 450m shares rather than the 250m issued. I get it now: I hold my hands up and apologise.
But… it also got me thinking. Who holds the power in this transaction and do everybody’s interests align?
Let’s leave WK aside for now. The board have 250m new shares: about 8% of the fully diluted share capital of 3.25bn (including outstanding options etc.). EUA is presently worth about £770m based on 28p (not MM joke prices). So, those 250m are worth, give or take, £60m.
Whoever owns the 20% of MT therefore has shares with a face value of £120m according to Crusty’s calculations, but the prospect of taking £60m for them tomorrow. Sounds rubbish, doesn’t it?
But, what if the BOD have two offers: one with an MT asset sale for £2.5bn followed by a very complex series of JVs etc which, in all, value the company relatively low now, but rising over time. Our MT 20% percenters walk away with £500m.
However, offer two values EUA at £9bn after costs but only for a full 100% tidy buyout. In this scenario, 250m shares become worth (at £3/share) £750m.
So, would you swap something that is worth £120m on paper for £60m now, knowing it will increase your potential gain by 50%? I would, and £3 seems a perfect compromise where everyone walks away happy.
Except, perhaps, for whoever owns the 20% of MT.
Which makes me wonder: do they also own a lot of stock in the company? Coming back to the “whose interests align?” question – who were the 300m shares that voted against the EGM resolution yesterday?
Neither of the two scenarios above allow them to maximise their gains: in the first, they get a fraction of MT’s value while EUA goes on to make billions from the Rosgeo JV; in the second, they get a decent payout (plus, if they do own shares, whatever they are worth) but it is still shy of the many billions a producing MT will generate for them over time. By contrast, if they are patient, they can afford to wait for 20 years to crystallise the full value of billions from their 20% of MT, holding the board to ransom every step of the way.
I might be way off the mark here, but this could be what the BOD meant by strengthening their negotiating position: i.e. not with the purchaser, but the partner that controls 20% of MT. If so, the EGM puts them in a golden straightjacket: choose between £500m or £750m because that is all that is on the table at this juncture. There is no scenario in which you get to cling on to your 20% of MT for the next two decades while someone else bears all the risks of getting it to production. Just a speculative theory, anyway. But the more I think about it, the more plausible it seems.
Coming full circle, it also potentially explains why 250m shares could well buy 20% of MT.