RE: RNS Convertible Loan Note Update16 Jul 2023 08:02
Having re-read the 19 Jan 2022 RNS which stated the terms of the Primorus CLNs plus comments below on this board, the following appears to be what's gone on:
1) BMN did originally grant Primorus an option on the CLNs so Pdub is correct in saying BMN had control of this. I was incorrect in saying it was Primorus who called all the shots here.
2) Primorus did two out of a possible six conversions. My interpretation of the RNS is they did these at a 20-day vwap of the BMN share price on 28 Feb 2022. This appears to be in the region of 9-10p. The BMN share price was briefly higher than this in early March 2022 so maybe Primorus got lucky and converted and sold one tranche during this period. However the share price has been well below 9p since then so the second tranche would have made a loss for sure (and perhaps the first too).
3) I was wrong to suggest they could convert up to 30m at 3p to settle the £900k balance. Any final conversion (up to one-sixth of the total) would have again been at 9-10p so it's obvious why Primorus weren't interested in the other 4 conversion opportunities.
4) the final sentence of the original RNS covering Primorus says "To the extent the BMN CLNs are not converted or redeemed by 14 July 2023 they will be repaid at face value plus accrued interest by Bushveld." This is what kicked in on Friday and the word 'repaid' strongly suggests to me that cash was always the intended method here and talk of dilution as an option is a bit misleading.
Lots of comments yesterday that BMN is flush with cash and this was their choice. The original RNS suggests they didn't have a lot of choice - cash was required now to settle - and the fact they've had to negotiate eeking out the payments suggests the cash situation isn't as great as touted. Yes, we may be making a small profit on current V sale price versus the V AISC (though I remain doubtful) but getting Belco plant commissioned will be eating cash for no revenue as yet, the Mustang deal isn't closed so we don't know what additional cash may be involved here and, of course, if we were that flush with cash and cash flow it would have seemed sensible to include at least some element (even just a million dollars) in the recently announced Orion deal. That would have sent a very strong message of confidence to the market. The confusion caused in the recent results RNS and conf call about potential additional finance raising doesn't give a good impression either on this. Others will disagree and that's fine. It's my view and, as you've seen, I get it wrong quite a lot and I'll be delighted to do so again in this case!