RE: Not a great deal for Kyrgyzstan1 May 2018 20:32
Daisan,
79% was calculated as 450 / (450+120), where 450 was the value Kyrgyzaltyn stake in Centerra and 120 being Chaarat market cap. Even if only 400, i.e. part of shares is used in the transaction, then Kyrgyzaltyn stake in CGH post-acquisition should be 400 / (400+120) = 77% (assuming remainder financed through debt). For Kyrgyzaltyn stake (again, in CGH direct, not just Kumtor) to be 50%, CGH should be providing $280m (400-120) in own cash - and that is the amount of equity raise (more than 2:1 potential dilution to current shareholders) that you are looking at if this was structured fairly for Kyrgyzaltyn.
Any debt raised is likely to be secured on 100% of Kumtor assets and shares, not just 50%. Hence CGH structuring this as a 100% acquisition with 50% "economic interest" for Kyrgyzaltyn via prefs. What does that mean? Kyrgyzaltyn will be entitiled to a 50% of the ordinary dividend? Is that all? For this to be fair to Kyrgyzaltyn, the prefs should carry a mezzanine type return - not sure what this would be for Kyrgyzstan but 10-12% guaranteed annual dividend would be a good start.
I take your point that an asset is worth what somebody is willing to pay, and you say the risk of someone else bidding is low... well, maybe, but then again, tell me what's stopping me, or you, getting a few good friends together, setting up a company and making a better offer to both Centerra and Kyrgyzaltyn? I would easilty offer Centerra $1bn (comprising all Kyrgyzaltyn shares and $500 of my non-existent cash). I will then give Kyrgyzaltyn 77% in my company (which still has no cash!) and then go to the banks looking for $500m of debt secured on 100% of a producing mine worth $1.2bn and generating $ 150m - 200m of annual cashflow. Oh, and whilst at it, I won't be forgetting to promise to spend $600m in Kyrgyzstan for the next 5-7 years, using same cashflows from Kumtor. And even after all that I'd be more than happy with my 23% stake which I got for free as a result!! That's called leveraged buy-out. And that's precisely what CGH are trying to achieve, but they are trying to get a 50% free carry in Kumtor.
As I said, if they succeed, the rest of CGH shareholders would participate in this windfall, so I congratulate you if you are holding shares. I'm not (and neither am I shorting), but I stand by my analysis - this deal, on the face of it, is rubbish for Kyrgyzstan. It is maybe OK'ish for Centerra, unless someone makes a better offer I just outlined above. If fact, I might just go out there and speak to a few friends in banks and then give a call to Scott Perry and guys Kyrgyzaltyn ;)