Buy-back of Diversion shares - Today's RNS7 Nov 2019 19:56
Having read today's RNS. An open question to everyone, are there any unintended consequences of the agreement?
When the agreement was reached with Diversion over the 950,000 share buy-back and announced on 4 October the closing ZOE SP on that day was around 4p. At the time the Diversion debt was $125,548. The 950,000 would have realised £38,000 or $47,500 (I've used £1<->$1.25 rate). Thus with Diversion agreeing to pay $65,000 that would have left a 'wash-up' payment due from Diversion of around $125,548-$65,000(payment)-$47,500(share buy-back) -->$13,048.
Total Diversion to Zoetic payment would be $78,048
I'm sure the $65,000 figure was based on the issue price of the shares originally being around 5p. If this figure had been used then it would be 950,000@5px1.25 = $59,375. Then the wash-up balance would be $125,548-65,000-59,375 --> $1,173
Total Diversion to Zoetic payment would be $66,173
Today's RNS states: "...has agreed to purchase the Buy-back Shares from Diversion at a price per Ordinary Share deemed to be equal to the closing mid-market price on the business day immediately preceding the date of purchase."
Nether the 4 October RNS or today's RNS gives a date of purchase (date of buy-back) that may or not be the same day as the GM (27 November) which would infer the closing mid-market price of the 26 November.
Okay so what am I leading up to...
As it stands today our closing SP is 10.975p call it 11p. If the buy-back was taken at today's sp then the 950,000 shares would have a value of 950,000@11p*1.25 = $130,625. The balance owed by Diversion would then be $125,548-130,625 --> -$5,077 which would mean Zoetic paying Diversion $5,077
The 4 October RNS states: "In light of the Company' decision to exit its natural resources business, Diversion has agreed to sell back to the Company the 950,000 ordinary shares that it owns in Zoetic International and pay US$65,000 in cash by way of part satisfaction of the debt."
Today's RNS states: "Such amount will be deducted from the balance of debt owed and not paid to Diversion. In addition, Diversion has agreed to pay to Zoetic International up to US$65,000 in cash in satisfaction of the debt owed by Diversion to Zoetic International."
The difference being as at today Diversion will pay "..up to $65,000". So it is clear the higher the SP the less Diversion will have to pay Zoetic, and if it was today then the debt would be cleared with a surplus - will the surplus be paid to Diversion?
Today's RNS states: "Following the share purchase and the cash payment by Diversion, the outstanding debt will be deemed to have been repaid in full." There is no mention if the share buy-back exceeds the debt whether Zoetic will pay the difference to Diversion.
The OTC listing/trading is coming very soon, what will be the SP by 27 November?
Obviously we all want the SP to be much greater then now, will that work to our disadvantage with the Diversion buy-back?
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