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All you need to know about ITC right here.

Jrlse: Indeed! I’ve been invested here for many years, and stuck with it from £1.20 to where we are now. So I am aware of all the twists & turns and the policy shifts. The company have delivered as promised, pending the ITC, so it is difficult to understand the constant selling. In my experience this will be financial professionals moving out of their positions … but why? Why now when we are being told there is positive news just over the horizon? My instinct is to be suspicious - if the city is selling, as it is, there must be something wrong here but I can’t see it, for the life of me I can’t. The SP is moving into target territory and an offer could well appear…. That would stir things up a bit!

I am struggling to understand what is happening here. The discount to NAV is huge and getting bigger. The mood music from the company is positive with increased capacity and a big lump of cash inbound. We’ve all looked at the fundamentals and concluded it’s going the wrong way. So if it looks too good to be true then “it’s too good to be true”…. What are we all missing?

Lsimo: "Instead it's paying 4-5p per year" ... no it isn't! It is paying 7p to 7.5p a year.

The FY ending March 20, 21, 22 were all 7p; The FY ending March 23 and 24 were both 7.5p. The FY ending March 25 will be 3 payments of 1p (3p) and an expected final dividend of 4p = 7p.

Why do you think it is paying 4-5p a year?

Clissold: I think we are both singing off the same song sheet. I agree, as you say, the key figure is total fund earnings. I am convinced, from what they have done and what they have said, that GSF will include the ITC as a 'fund earning' and use it to cover the dividend. Thats good for this year but it's not repeatable. The big question is whether the 750MW capacity will be sufficient to sustain the 7p dividend. I think that is much more difficult to predict and in truth I wouldn't know how or where to begin trying to work it out.

Clissold: GSF's stated position is to pay an annual dividend of 7p. It has managed so far without the US assets, even 7.5p in 2023/24. The procurement and build out of the US BESS has taken GSF to the financial edge, hence the shift in dividend strategy. I would be very disappointed if they pull back to 4p a year because it proves the risk has not been worthwhile - I don't support your expectation in that regard. I expect 7p in this year if the ITC is traded and depending on the return there is the possibility of either a special dividend, a share buyback or increased investment into a new project. All of this is mentioned in the last report.

Spondy: The ITCs were discussed at the Capital Market Day and the presentation is on the GSF website. ITCs were available for BESS since Q4 2022 and they have a base value of 30% CAPEX (with bonuses available). So for Dogfish and Big Rock that represents $60-80m of income. The credits can be used to reduce the project costs as a tax deduction, or alternatively they can be sold on to a third party who can use them to reduce their tax burden. Recent RNS indicate that GSF are seeking to sell on the tax credits. The Credits are made available when the project is 'Placed in Service' which means they are available in the tax year the asset begins exporting to the grid or when it begins to depreciate.

GSF revised strategy of linking cash flow (revenue streams) with dividend payments means the 7p annual dividend is predicated on having sufficient income. GSF state that reaching 750MW of capacity will be enough to cover the dividend and establish a 'steady state', securing the dividend for the future. I cannot find anything explicit that says the dividend is dependent upon receipt of the ITC. However it is difficult not to interpret the deferment of the 4p final dividend with the completion of Dogfish/Big Rock and receipt of the ITC. If the ITC is not received there will have to be financial consequences.

It's my own view and others will certainly disagree. I've been holding GSF since August 2021 and have confidence they will come good. The Big Rock and Dogfish projects were both a huge risk and the SP has certainly taken the hit but the next 2 months will see it all play out, either way.

Trots - Yes you are quite correct. Consider it a two phase operation. Phase 1 is to secure the ITC from the IRA. It was promised as part of the financial planning but I think we can all recognise the risk. Until the credit is physically transferred it cannot be attributed to the balance sheet. Phase 2 is to monetise the credit, hence why GSF reports the investment manager is engaging with counterparties - he is looking for a buyer.

I am still of the view that the final full dividend and SP recovery is dependant upon the ITC. Big Rock is energised, Enderby is a side show with delays baked into the planning and Dogfish is making steady progress to be energised next month. All moving forward with considerable de-risking through the build out, and yet the SP is still at a 50+% discount to the NAV? I cannot find any other cause for the discount than the threat of the ITC not being received. It's a $60-$80m cash injection that covers the 4p dividend with room to spare, suggesting more could be on offer.

I described the 3p uplift yesterday as small, and it is compared to the size of the discount (and my own paper losses). We need a sustained period of steady upticks before a return of genuine confidence. I firmly believe the key to unlock that will be the RNS announcing the ITC as secured and banked.

There has been a small SP uplift today in response to the news. However, I think it will remain muted until the Inflation Tax Credit is in the bank and being traded. We've all taken a delayed dividend payment in the belief that the ITC will come through and until it does there will be scepticism. Get the ITC secured and the promise of a full annual dividend becomes reality - confidence will flow back and the SP should rebound.

The Questor article is interesting. Even more interesting that it does not mention SMR and the potential for several contracts that represent a new business environment that RR could monopolise. Similarly its focus upon defence activity ignores the huge work that RR have invested into improving civil aero maintenance contracts, including the corporate jet environment. Questor acknowledged they did their sums wrong in January and it looks like they are under estimating them again in September.

Alibulut: 95.6% voted to delist. Of those 57% will have been Harwood & Bayford who are majority shareholders. So really 38% of independent shareholders agreed to delist. The majority of those will have been institutional investors looking at the very long term and likely fully informed by the BoD on what is going to happen next. As a private investor you have not been informed and your 'rights' are about to be massively reduced. The lack of share liquidity and the fact you are a minnow in context of the bigger picture means you are unlikely to see your money returned and you will have no say or visibility over events in the future. You are holding a bit of paper and staring into a black hole. That is not efficient investing in my mind but I wish you the best of luck.

Boracic: I looked back and saw you first jumped on FCRM in May 21 (or thereabouts) when the SP was up at 33p. It's been a steady decline since then. I posted in November last year that the most likely outcome for this business was either bankruptcy or being taken private and I think it was a close run race. If the vote to delist had not gone through last week then I am confident it would have been taken into voluntary administration.

It's been fascinating to watch the process that Harwood and Bayford have followed - steady and methodical. The writing was on the wall when the dividend was stopped and the two protagonists failed in their attempt to buy it out. From that point the business was run into the ground and loaded with debt. The musical chairs on the BoD told its own story and Babbington's most recent comments on the Annual Report were quite frankly laughable to point of being almost fraudulent - how she got away with that I have no idea. She clearly decided that her duty to shareholders was of no consequence.

All those folk predicting a buyout, a steady rise in the share price after the decision to delist or an offer to buy their shares on delisting have simply failed to conduct proper research and due diligence. Comparing FCRM to another company similarly fails to understand the numbers. It was fun watching their flapping about though... like fish stranded on the beach when the tide is going out.

Alibulut: Ha Ha.... Why would the Sp rise? Presumably you interpret the decision to delist as an opportunity for demand for FCRM shares to go up? Why should demand go up when the shares are 1 week from being delisted and taken off the table? I look forward to being enlightened.

Alibulut - Very good. Ms Babbington is a Non-Exec Chairwoman of the company and will say nice things because she is required to. More importantly the same Ms Babbington recommended, along with the rest of the Board of Directors, that shareholders accept the proposal to delist.

So now you have expertly uncovered the double speak of the FCRM Management. Lots of nice positive words that are not matched in anyway by the performance of the company AND on the same day a recommendation that you sell all your shares and agree to delist the company!

The key point is that the new Articles of Association will be applied to a delisted company where the normal stock market (AIM in this case) rules no longer apply. No open trading, no release of RNS to inform everyone of changes, no annual reporting of results .... Basically everything takes place behind closed doors, out of sight and beyond the grasp of anyone left holding FCRM shares when delisting happens.

The Pipe: So what has happened?

Well the company has a set of rules they must obey regarding ownership called the 'Articles of Association'. So for a listing on AIM these specify that anyone holding more than 30% of the stock must make an offer (Harwood and Bayford both comply with this ruling). When the company announced the GM for delisting they also stated that new Articles of Association would apply if the vote was passed. This was incorrect. The Articles of Association can only be changed if the shareholders agree.

So, slightly horse before cart, the Board must now convene a second meeting of shareholders to agree that the Articles of Association can be changed. The first meeting will be the vote declaration for delisting and the second meeting will be to agree that the Articles of Association can be changed. The revised Articles are on Part 2 of the Circular released to inform everyone of the proposed delisting.

So nothing to do with money and everything to do with removing the obstacles (30% rule) for Harwood and Bayford to tear the company to bits and take what they want.

There is no offer!

Buy back the shares with what? Why would anyone consider lending to a company that has consistently gone backwards. FCRM has turned healthy profits into substantial losses year on year for 5 years. The majority shareholders used the company for their own benefit and stripped it bare in the process.

What would you like to debate?

Alibulut: You said: "You must usually pay dividends to all shareholders". I'm sorry but wherever you are getting your information from this is wrong. A company has no requirement to pay a dividend and there are many that do not. Dividends are discretionary and the decision to award them can b philosophical as much as financial - rewarding shareholders through growth rather than regular payments.

If you are hoping for a dividend from FCRM then you are in for a long wait, whether this is taken off the market listings or not. The underlying financial fundamentals are so poor it will take years.

Abulut: you wrote "I believe share holders eventually will get 0.5 per share offer". Where is the evidence for your belief? The RNS & Circular state that if the vote to delist is accepted on 26 September the share value will no longer be publicly visible or traded openly from after business on 3 October. Read further and you will see that all FCRM share trading after that date will be through FCRM's nominated stockbroker on a matched basis. That stockbroker will only deal with another stockbroker - so if you want to sell your shares openly at the value you see, then now is the time to do it .... unless you have a stockbroker and you are willing to go through the matching process of course.

Also, unless you can show evidence otherwise, there is no offer to buy your shares for 0.5p or any other price before, during or after the delisting process. The share is currently £0.0015 and still heading south toward the issue value of £0.0010 (one tenth of a penny).... why do you believe someone will give you 0.5p for them? Best laugh I have had all day!