Member Info for Piltick

We probably won't hear anything from the company until after the planning meeting. Once W2T gets the planning permission that will provide justification for the take-over and of course will also confirm the grant.

Bear in mind that there will be a one-year restriction on selling the PHE shares that are issued to W2T shareholders in payment for the take-over.

Thanks BumbleB for that very clear explanation.

They've got a filling station in Orkney, and more!
https://www.bbc.com/future/article/20190327-the-tiny-islands-leading-the-way-in-hydrogen-power

I believe that the road show around various locations was to take place beginning after the open day in December. I thought we might have had some kind of update about that, i.e. where they have been with it, how many locations. and how well received. But of course we've had this situation before where we were lamenting the lack of any news or updates, and then we got lots in short order and everyone was happy! So I'm sure it will all come good in the end.

Stokey, I think there has to be something like that going on, but then I would have expected an RNS from the company commenting one way or another on the rise in SP. So it's hard to say what exactly is going on. The planning meeting is still three weeks away so I can't see that anticipation of the outcome would be having much impact on the SP so far.

Up again first thing this morning. Let's see if it holds.

At what point does the company have to issue an RNS saying "we are not aware of any reason..." or whatever?

Stokey, Gadams: Yes the licence fee was 20% of NET revenue i.e. after deduction of the SPV's operating costs. This arrangement might still stand even after the take-over because it would be paid by the operating SPV regardless of who owned the SPV.

stokey: Unless Peel are putting investment (equity) into the SPVs they will not have a share of the profits from the SPVs. But if they are putting money into the development of the infrastructure of the site then I would expect that they will get their return from the lease charges i.e. rent, which will be paid by the operating SPV company.

In my opinion, PHE needs to get itself into a position where it can take part in the funding (part debt, part equity) for the capital cost and development of the sites and the DMG units, probably as a partner in the SPVs. Then it wouldn't just be relying on licence fees, but would be getting the benefit of the profits, or sharing in the profits, of the operating SPVs.

I believe that they will be in a better position to do that following the re-structuring after the take-over of or merger with W2T.

Stokey, if the licence fee is £269,360 pa for each DMG unit, then for 11 DMG units surely PHE would receive total licence fees of £2,962,960 pa and not £29.6 million?

Just as a matter of interest, for those who are looking at the Balance Sheet of W2T for a "fair" valuation, just take a look at PHE's Balance Sheet at 30th June 2019. This shows Net Assets of £184k. And yet at close of business last Friday, the Market Cap of PHE was £13 million.

Which just goes to show that when considering the take-over or market value of a business, you really can't go by the numbers in the Balance Sheet.

That's the point Prog. The value of W2T is not about what is in its balance sheet, it's about what rights it has got etc. The planning application is an example. Yes, the application has been made in the names of W2T as developer, and Peel as land owner. PHE is not involved in the planning application but they will supply the gear to W2T when they are ready for it. But by taking over W2T, then PHE will automatically get all of the rights and permissions that W2T will have. Basically that is what PHE are buying, not value on the balance sheet.

Audible, you raise a good point regarding the shares issued by PHE to W2T for services. It is understood that according to the agreement between the two companies these shares were handed over on a "loan" basis to be repaid to PHE by W2T out of future profits arising from DMG projects

Of course circumstances have now changed and if the take-over goes through then W2T won't be making any profits from DMG projects. What happens to the shares that have been issued to W2T will presumably have to be dealt with in the take-over agreement, and we will have to wait for the details of the take-over transaction to find the answer to that.

However, I wonder how many of these shares are still held by W2T and how many have been sold by them. The original agreement stated that 51% of the shares were restricted and couldn't be sold until a final investment decision on a commercial project is reached. So we don't know if they still hold all of the shares or only 51% of them.

Assuming that W2T have received PHE shares to the value of £20K per month for three years (since January 2017) at a price of 0.5p then they will have received a total of 144 million shares, equal to 7.34% of the total shares in issue. If they have sold the allowed proportion of 49% of those shares and still hold 51% of them, then that would represent 3.7% of the total shares in issue. So either way, I would have expected to see TR1 forms issued as they would have crossed the 3% threshold, but I haven't seen any of that.

Now of course I don't know if W2T simply haven't bothered to issue the appropriate disclosure, or if they have sold more than 49%, or if they haven't been given the full amount of £20K worth of shares for 36 months.

Or perhaps one of W2T's shareholders have bought the PHE shares from W2T?
No doubt we will find out when the shareholders letter comes out.

Audible, after the take-over then the W2T shares will still exist and will be owned by PHE, making W2T a 100% subsidiary of PHE. However, the new BoD may decide to dissolve W2T as a company and merge the business into one, which would make a lot of sense to me.

I wouldn't be surprise if they do that at the same time as the deal, as I don't see any point keeping the structure as two companies. We will have to wait and see the details of the proposal when it comes out.

Perhaps an email to Adam Bond explaining the situation in Norway?

A few fast chargers are OK, but if/when it reaches hundreds of fast charging points in a town or city, or service station, or anywhere for that matter, then the problem of overloading the local distribution network arises.

I notice that although ITM's revenue is increasing, its loss has also increased. Maybe that's what happens to companies at the early stages of development.

Thanks for the link stokey, but I can't make head nor tail of it!

Are you sure about that stokey? I thought that the responsibility lay with the investor to advise the company when they reach certain thresh-holds, so it shouldn't matter whether they hold their shares in a nominee account or through various banks or institutions.