Loan notes warrants conversion to shares question14 Jan 2022 19:19
I have a question about the 2019 Loan Notes warrants as described in the 2020 annual accounts document:
https://wp-i3energy-2021.s3.eu-west-2.amazonaws.com/media/2021/11/i3-Energy-plc-2020-ANNUAL-REPORT-and-Consolidated-FS.pdf
In the Notes to the accounts item 16 "Borrowings" it talks about the "H1-2019 loan note" s issued in May 2019.
It says:
"The noteholders were granted warrants (“H1-2019 LN Warrants”) in the notional amount of £1 for each £1 of loan notes issued"
and:
"Each H1-2019 LN Warrant gives the holder the right to convert the notional amount into such number of shares as is derived by dividing the notional amount by the exercise price."
where the exercise price is between £0.40 and £0.55 for each of three tranches.
This is for a total of 22 million warrants in total, with the number of shares being produced being £1/£0.40 (in the first example), so roughly 66 million shares.
So far so good (these shares at today's share price will be worth around 5% of the value of the company).
But then a couple of paragraphs further down it talks about "amendments to the May 2019 Loan Note Instrument and the associated Warrant Instruments" made subsequently on 23 June 2020. Here it says:
"All warrants associated with the Loan Notes will have their strike prices reset to the nominal value of i3 shares (£0.0001/share)."
Now, is this referring to the same Loan Notes as above? Because if it is, and the strike price is set to £0.0001, then doesn't this also mean that the "exercise price" of them is also set to £0.0001? (I believe strike price and exercise price are one and the same thing).
So from the formula above, the number of shares that each warrant can be converted into becomes £1 divided by this new strike price - which is 10,000. The result of which means that 22 million warrants * 10,000 = 220 billion shares are produced.
This would dilute the existing shareholder base very significantly, resulting in a large drop in the share price to the market cap divided by 220 billion, or £156M/220billion = 0.07 pence - a 99.5% drop from the current share price of 13.9 pence.
Is this a legitimate concern, or have I gone wrong somewhere?