RE: Applied Nutrition26 Oct 2024 00:09
Share price for RemainCo will be unaffected by the mechanic of demerging.
15% extra shares issued are due to be converted to Ingenuity shares. You can choose to keep them or not. The conversion rate would be approx split of enterprise value for RemainCo and Ingenuity (£1.8bn to £300m respectively).
Since extra 15% shares will be converted to Ingenuity, there will be no dilution in RemainCo. Moulding stated this in the call!
In summary, pre-demerger:
• Group Enterprise Value (market cap + debt + cash): £2.1bn
• Group Equity Value (current market cap): £700m
• Group Share Count: 1.5bn (including 15% extra shares)
• Group Share Price: 46p (£700m market cap / 1.5bn share count)
Summary after demerger:
RemainCo:
• RemainCo Enterprise Value: £1.8bn (£0.3bn value assigned to Ingenuity).
• RemainCo Equity Value: unknown but let's assume it decreases by £100m due to BOD valuation of Ingenuity, so £600m
• RemainCo Share Count: 1.3bn (conversion of 15% dilution to Ingenuity)
• RemainCo Share Price (assumed): 600m / 1.3bn = 46p
You can do Group (pre) - RemainCo (post) to work out Ingenuity (post).
The whole drop of share price is in theory being driven by how the Enterprise Value of the RemainCo will be built up and how that has changed (I.e. keeping all debt in RemainCo which the market has deemed unfair to RemainCo - I agree), but in addition it's also being driven by uncertainty of what the demerger really means and allowing shorts to drive their negative agenda.
Once the circular gets released, I see significant upside, since, despite debt being left in RemainCo (which reduces theoretical share price target), the intrinsic Equity Value of both Beauty and Nutrition should be much higher than £600m combined, and the number you come up with can be driven by different valuation metrics that we talk about (FCF, EBITDA margins, price to sales, DCF, etc...).