RE: Key Amapa Indicators26 Apr 2020 09:44
Thanks @Bannor, your clear explanation is much appreciated: the JRP and JV agreement are two separate but connected agreements. In my latest suggestion of Indo owning 25% of PBA when we owned 20% I envisaged the step to take us to 73% and 27% respectively happening simultaneously using the same price per share. I don't think there is any particular reasoning why this has to be in lock-step though - it could occur in two stages as suggested by @tomcat - we contribute $3.5m to take our holding to 27% and some time later $24m is raised by Sino which takes their holding to 73%, or adjusted appropriately if they seek help.
This sequence of events could fit into the RNS if the wording of: "On completion of Cadence’s investment (not including the first right of refusal) our joint venture partner Indo Sino will own 73% of JV Co." is interpreted to mean once we have fully finished investing, and assuming we haven't used our first right of refusal, Sino will own 73% of PBA.
I've taken a look through the RNS and it's reasonably clear when we own 20% and 27%, but only ever spelt out once (above) what Sino will own and when.
By the way, I'm just putting forward the case for the defence of this scenario - it doesn't necessarily mean I'm fully behind it. Personally I still think there is a good chance that in order for us to hold onto our 27% we'll have to contribute to the $24m equity raise or risk being diluted one way or another, and in the light of your research last night it seems that if Sino can't raise the necessary funds, we'll be on the hook: "or not exercise its right of first refusal under the terms of the Agreement".
I was going to end there, but I might have just spotted something when wondering how much we'll be on the hook for:
In this scenario, Sino is expected to invest $24m to take their holding from 25% to 73%. i.e. 48% of the company is up for grabs for $24m. It's interesting to note because of "or not exercise its right of first refusal" we would be on the hook for approximately half of this $24m (22.9% = $11.45) if Sino couldn't, or didn't want to fund it. In fact it wouldn't surprise me if the agreement and calculations are such that when we own 27% of PBA, Sino own 27% too - meaning we'd both be equally on the hook for $12m each, with Sino (effectively) having a first right of refusal over ours.
Even after the events I wonder if we'll ever know...? LoL.
Ob.