Chris Heminway, Exec-Chair at Time To ACT, explains why now is the right time for the Group to IPO. Watch the video here.
The RNS says the Extreme E release was made because Extreme E planned to announce it at a virtual summit, so AFC were forced to release it now under MAR rules.
I think MAR rules 14, 16, 17, 47, 55 and Article 7 offer guidance on when it should have been released.
This is fantastic news! Well done AFC!
Amazing that the solution includes an electolyzer, so this is a whole off grid balanced power supply solution for off grid locations. Could have a lot of applications in remote locations. What about green paradise island hotels. Richard Branson, do you need an update on Necker Island?
The electrolyzer looks new, but I see there is mention of electrolyzers in 'auxillary equipment' on the website, so it may be made by someone else and just engineered into a complete solution by AFC.
Also note the RNS is headed by 'The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.' So they are aware of the rules they should be following on notifications. Could you read through this and adhere to it please AFC.
Muscorum, reporting obligations are not a matter of opinion, but are clearly defined in the AIM rules and Market Abuse Regulations which were updated in 2014 with a view to increased transparency, market regulation and shareholder protection. I have been reading them in the past week and find them very enlightening. I would just like to see these clear obligations being met.
croqman.
They would have various options.
It is only until the next AGM, so quite a short time.
They could use the 31.6 million they had in the bank.
They still have the Thalion funding of a futher 4 million.
If they expect to have spent all that before the next AGM they could call a GM and ask us at the time with an explanation of why it is needed and the price per share they expect to get.
I just don't see the need to write a blank cheque at this point with 31 million in the bank.
I hope 31 million should be enough to develop some shareholder value so that we can be clear there won't be another huge fundraise at 16p.
I hope I got it right second time AnnOwl, but that is my take on it.
I have voted no to all the resolutions. but agree it will not make a difference.
My concern is that with the lack of transparency and so much 'going on behind the scenes' the share price may not reflect the true value of the company and 16p may not be a reasonable price to give so much of it away.
I think I need to make a slight correction to my posts over the weekend now I have understood what pre-emptive rights are.
I think what they are asking for in the GM resolutions are:
resolution 2 Authority to issue 33% extra shares on the final shares in issue after the £31.6 million fundraising. These would have pre-emptive rights, which I think means we can take part in any fundraise.
resolution 3 Authority for 10% of these shares to be without pre-emptive rights, so can be disposed of without our having rights to take part in any fundraise.
So what they are asking for is an extra 33% of shares to be available.
My concern is where they will go and at what price. AFC should not need further funds surely when they have £31.6 million in the bank. If this was for a partnership agreement it would be good for the company, but in that case why not just raise funds via a partnership agreement. Why the need to sell half the company and do both.
And if there is good reason to give away half the company all good, but I do object to the price of 16p a share for it.
Eligible for capital gains tax is profit across the whole account for the tax year (plus any other capital gains liability you might have). Then you deduct the threshold and have to pay a percentage on any profits over the threshold.
It still counts if you leave the profits in the account.
It is not just on money you have taken out to buy sweets, cars, yachts.
ps I meant this is the amount you would need to declare as eligible for capital gains tax.
Capital gains from this and any other things need to exceed the threshold for the year before you would have to pay any CGT and then it is at a percentage of the profits above that threshold. Not sure what it all is for this year.
Sharesport - after painful experience of working this out, it goes like this.
Profit you declare from the trading account will be:
Sale price for shares-purchase price for that number of shares.
but which shares to choose.
sale price obviously the ones you sold
purchase price shares are like this.
First in line are price for any you bought on the same day as the sale
Second in line are any you bought in the 30 days prior to the sale
Third in line are your average price S104 holding shares.
So in this case, CGT on the trading account transaction will be:
sale price of 20,000 shares from trading account - purchase price of 20,000 Primarybid shares.
This applies as long as you complete the bed and isa within 30 days of buying the Primarybid shares. After that the purchase price will be the average price of your S104 holding.
The closed period has nothing to do with the placing. The reason for the closed period is that it precedes notification to market of the half yearly report which I think we were told is to be on 20th July. My understanding is also that director dealing is not allowed during a closed period, but does change the obligation under AIM rules and MAR to release any price sensitive information to market as quickly as possible.
Great posts Blue Horizon!
Thinking this through I may have answered some of my own questions:
If De Nora wanted to take a stake in AFC (and they deserve it after all their hard work).
1) At the moment we know they are party to inside information on testing in Germany prior to completion of the JDA. Also likely they are testing alkamem. With all this inside information perhaps they can't take part in this fundraising and any buy in needs to wait until they are able to even if any price is then higher than it is now.
2) If any agreement includes a warranty, we have been told that a De Nora warranty will only cover the electrodes, so AFC need to have funding to honour any warranty of BOP. This could be a reason why the current fundraise needs to be in place before any De Nora warranty agreement.
All conjecture, but could make sense of a plan.
In this case, even with 900m shares in issue I agree that the combination of two deals could make sense and be transformational for AFC. I have no objection at all to AFC making massive strides forward whatever that takes. Unfortunately some history in my long contact with AFC does not inspire trust and taking things at face value. Just pipeline of agreed sales in place would complete the jigsaw!
Well said beachandsurf. Hopefully we will at least get our money back!
I hope this won't prove to be the case, but we should not be as much in the dark as we are, particularly when asked to vote and authorise potential disposal of half the company at an undisclosed price per share for the Resolution 2 and 3 shares.
Yes Blue Horizon this does add up, and this timing had also crossed my mind.
De Nora taking a stake seems a great step forward for AFC. They have taken a stake in companies they have assisted in the past, so it seems possible and the timing of the next stage of the JDA would fit with that.
However, if they know that De Nora want to take a 25 or 30% stake in AFC in a month, this should raise the sort of funds AFC need even at a bargain price of 16p a share. If this is the case why is there also need for the the current fundraise at a low price with heavy dilution for existing shareholders. If Resolutions 2 and 3 are passed we give AFC authority get over 900 million shares with no further consultation with shareholders. I feel concerned that we could find half the company has been disposed of at a very low price per share across two deals to raise a funding which does not seem immediately necessary. Far better to wait for some of this dilution until it is needed and fundraising shares can be sold at a higher price. If you are right and there is a second issue of shares for De Nora to take a stake of 25 or 30% of AFC at 16p, existing shareholders will be diluted to oblivion. Longstanding and long suffering shareholders will not be seeing anything like the share prices they are hoping for in a very long time if ever.
We are now being asked to vote (my deadline is 13th July) on whether we give authority for the fundraising. Not only whether we agree to their issue, but whether we agree that 16p a share is a fair and reasonable price. This was a 25% discount to the share price on the day prior to the announcement and may be a 50% discount to the broker estimate of value after the share issue. Resolution 1.
We are then asked to give authority to issue of further shares up to a total shares in issue in the 900million range obviously with no information on whether or how these shares could be issued and no further consultation on whether we agree to any price as fair and reasonable. Resolutions 2 and 3.
Communication with shareholders is after all an obligation of the BOD under AIM rules. I don't feel I have enough information on possible sales pipelines, business models and projections to assess whether 16p is a fair and reasonable price and inform my vote. We have missed the AGM presentation this year which is always a valuable insight into 'behind the scenes' of the company. The rules on fundraising are that no prospectus needs to be issued in this case. However, when asking us to vote to authorise disposal of potentially around half the company, surely shareholders should be provided with enough communication/information to feel they are informed enough to vote.
I know that retail investors are not able to access the contents of any brokers note. I understand that institutional investors alone are able to benefit from the analysis, estimates and projections of the broker. However if any information on sales projections of business models is offered by AFC in preparation of a brokers note the AIM rules seem to say (Rule 11 e) that this should remain confidential and that no shares should be traded before this information has been notified. If the first trance of these shares may be admitted for trading as soon as monday it suggests that any factual information provided by AFC contained within the note should be notified to us before the shares start to trade.
We have raised the issue of communication with the BOD in the past when they seemed to not be meeting their obligations under AIM rules. I am getting that feeling again, but this time disposal of half the company is at stake.
Yes, very puzzling. The Energyst article gave me the impression it was Alkamem being used in the reverse osmosis process of the desalination, which as far as I know is distinct from electolysis. Would be great to have clarification. Both articles sound very definite about it. Could all be a mistake though.
Odd that the ask traders article (thanks alwaysone) also mentions that AFC energy are due to install electolysers in UKs biggest desalination plant. AFC don't make electrolysers, so this is clearly not quite right, but what is this about and why have we not been told about something likely to be so price sensitive.