RE: Placing29 Apr 2021 10:40
Hi Quady, I think the situation is more nuanced than just some people being 100% right and some people being 100% wrong. I freely admit that I was one of the people who did not see how the company could get around the need to abide by pre-emption rights when we were discussing bringing major new investors onboard. The cash box placing was not something I had thought of. I think others were also of the same opinion.
However, the opposing view seemed to be that Solg could just do a large placing to bring a new investor on board (like they did with Valuestone), dilute BHP and NCM, and basically completely ignore the pre-emption rights. At no point was a cash box placing mentioned by anyone here as a solution, and in reality if you look at how Solg conducted the placing they did involve the existing shareholders as well as bringing some new names onboard. So I would actually say that neither view was completely right or wrong. What actually occurred was somewhere in between the two views.
The cash box placing is very interesting because it is effectively a blatant workaround of the statutory pre-emption rights. It is legal because technically the company is not receiving cash consideration, but let's be honest, in reality they are because they are issuing shares to investors who are paying cash for them and ultimately Solg is receiving that cash. When this works in our favour like this placing, which seems to have been greeted very favourably by the market, then everyone is happy and there is much back slapping. However, pre-emption rights are there to protect existing shareholders against dilution. If this mechanism had been used against us a few times in order to keep stuffing 10% chunks of the company cheaply into the hands of insiders and diluting us all down, we would all be crying foul.
And if Solg had used a cash box placing to issue 10% to, say, Valuestone or Barrick against the wishes of BHP and NCM, I am pretty sure they would be going berserk at management and would probably be calling for the board's heads. With 26% between them I don't think they would just lie down and take substantive dilution. As I said in my previous post, I think they were fully on board with this placing.