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Https://www.londonstockexchange.com/news-article/UBG/issue-of-equity-and-grant-of-warrants/16059704
Richard Bernstein has provided UBG with £65k in exchange for an additional 6.5m shares.
The carcass of Unbound comprises:
* £900k debt
* Negligible cash
* Some investments that are likely to be worth more that the debt but may not be able to be sold in time to pay the debts as they fall due
Woolovers original offer was £6.8m for all of Unbound Group and they've now paid £6.7m to buy Beaconsfield (Hotter) from the administrators. Considering the difficulties that have subsequently overtaken Hotter that doesn't seem unreasonable.
Https://www.londonstockexchange.com/news-article/UBG/beaconsfield-footwear-disposal/16046328
The RNS confirms that Woolovers have bought Beaconsfield Footwear (Hotter) shortly after it was placed into administration. Unbound Group remains extant - and not in administration - albeit with the shares suspended. UBG is carrying debts of £900k and with assets believed to be greater than this amount. However there is uncertainty as to whether the debts can be paid when they fall due.
Https://news.sky.com/story/woolovers-races-to-snap-up-ailing-hotter-shoes-in-pre-pack-deal-12922745
The Alliance 'concert party' will most certainly be putting their hand in their pocket. Their entitlement under the open offer will cost them £44,632,977.58. It's only any pro-rata excess entitlement that they are prohibited from applying for.
Read page 35 of the prospectus: "Therefore, if the Capital Raising proceeds, following Admission, the Concert Party members will be beneficially interested in between a minimum of approximately 44.83 per cent. and a maximum of approximately 65.8 per cent. of the Ordinary Shares."
The Alliance 'concert party' currently hold 44.83% of the shares and after the placing will still hold a minimum of 44.83% as they will of course be taking up their entitlement. What they are not permitted to do is to apply for excess shares - all they will get are those remaining that they have committed to buy after the other shareholders have received their pro-rata excess allocation.
Not correct. Read page 35 of the prospectus: "Therefore, if the Capital Raising proceeds, following Admission, the Concert Party members will be beneficially interested in between a minimum of approximately 44.83 per cent. and a maximum of approximately 65.8 per cent. of the Ordinary Shares."
The Alliance 'concert party' currently hold 44.83% of the shares and after the placing will still hold a minimum of 44.83% as they will of course be taking up their entitlement. What they are not permitted to do is to apply for excess shares - all they will get are those remaining that they have committed to buy after the other shareholders have received their pro-rata excess allocation.
It's clear(ish) in the prospectus. The Alliance Concert Party currently hold 44.83% of the shares and after the placing is complete will hold between 44.83% and ~65.8% - so no dilution for the Concert Party. The 'pro-rata' entitlement I believe refers to any entitlement they might have under the Excess Application Facility.
Page 35 of the prospectus: "Therefore, if the Capital Raising proceeds, following Admission, the Concert Party members will be beneficially interested in between a minimum of approximately 44.83 per cent. and a maximum of approximately 65.8 per cent."
The Alliance 'Concert Party' shareholding won't be diluted - they can take up the offer shares that they are entitled to just as any other shareholder can.
Yes, you can sell now and you will retain your entitlement to the offer shares. The buyer will own the shares 'ex-offer'. Incidentally this is why the price won't sustain a break above 57p - the entitlement holders form a wall of sellers above 57p, until either 14 Dec when payment is due for the offer shares taken up, or 23 Nov if the placing resolutions are defeated at the GM.
Assuming Schroder are on board with the placing then, with the Alliance family, that's 56.86% in favour. The special resolutions need 75% to pass so still another 18.14% to find - to my mind it's not totally inconceivable that the placing will get the boot.
However, if the market hasn't already repriced BWNG to account for the c. 38% dilution inherent in the placing and it is actually approved at the GM on 23 Nov then who knows how low this will go.
You're not missing anything - it's a rotten deal for shareholders, apart from maybe the Alliance family. Thankfully the special resolutions on the agenda of the GM to be held on 23 Nov need the approval of 75% of shareholders, so there is still a chance that the placing could end up being binned.
Except it's not £100m going into the business it's £94m of which £77m will be used to pay down debt so positive to the balance sheet and the remaining to be spent on various initiatives. Nothing to do with the market cap. at all which is simply the value the market places on the business, incidentlally down over 1% so far today on a generally positive day for other stocks.
Yes it is a significant dilution. If the placing goes ahead and you don't either take up all of the offer shares or buy the equivalent number in the open market then you will own c. 38% less of BWNG than you did prior to the placing. As the chances of the placing not happening are slim at best, my view is that the market has already re-priced BWNG to account for the dilution.
This placing is a particularly bad deal for shareholders, as not only is the dilution significant but it is not sweetened in any conceivable way by the offer price @ 57p. Just one example of why it is bad: the future dividends that have now been hinted at will all have a haircut of 38% unless you take steps to undo the dilution to your holding.
Dilution calc: 11/18s of an offer share for each current share held, so each current share is the equivalent to 1.6111 (1 + 0.6111) future shares after the placing. 0.6111 is 37.93% of 1.6111.