BPC's reset next week14 May 2021 06:53
[Don’t forget to vote. Time has probably run out to send a secure message to your provider and get it acknowledged, so I suggest you PHONE them today. It will only take +/- 5 mins]
BPC entered a £7.5m share issuance with Lombard in Dec /Jan. The guaranteed av price 2.3p. When the reconciliation was finalized in Feb, £375k was owed, however this was…. ‘entirely offset by an agreed rebate of advisory and fundraising fees paid by the Company, such that the net cash cost to the Company in respect of the full and final reconciliation for this tranche of funding has been nil’….. (Source 16/2 RNS https://polaris.brighterir.com/public/bahamas_petroleum_company/news/rns/story/xq63oqr )
BPC then exercised a Put option in Jan for another £3.75m/c$5m for 188m shares. Following the 2nd reconciliation in April, LOL are now owed $4m, minus….. ‘a cash rebate of advisory and fundraising fees paid by the Company previously, amounting to approximately £500k (source 23/4 RNS https://polaris.brighterir.com/public/bahamas_petroleum_company/news/rns/story/xzm547w ).
However, ….‘ the reconciliation amount able to be satisfied in cash or SHARES (or any COMBINATION thereof) at both parties' discretion, after which any obligations under the Put Option will be fully satisfied…..’ Result: LOL are owed $4m – £500k/$700k fees = c$3.3m net. It is due in June and can be part paid in shares by mutual consent.
Opinion
Put simply, BPC received $5m and now must repay c$3.3m in June. Result: BPC has $1.7m more than it started with. Put another way, had BPC not exercised the Put, it would have $1.7m less in the bank today.
Looking at this another way, had the Put not been exercised, and $1.7m/£1.2m added to the Open Offer or Placing NOW at 0.35p, it would have cost 343m shares @0.35p.
Conclusions:
1. Eytan (CEO designate) stated very frankly the deal was bad, with the caveat BPC had little choice at the time based on the perfect storm caused by Covid and the enviros’ attempted injunction.
2. Whether or not the OO and II placing is undersubscribed, the outstanding debt of $3.3m can be retired by BPC issuing shares to LOL, subject to mutual consent. This means BPC will have saved $3.3m in cash out of the c$14m owed for legacy debts.
3. The same applies to Stena for +/- $10m when all disputes are resolved.
Key argument: If the OO has >25% acceptance it will exceed my expectations. But, if the OO AND Placing are undersubscribed, less shares will be issued. This gives room to use additional shares to pay towards LOL and Stena debts. Even if fully subscribed some new shares could still be issued. In either scenario, cash will be conserved, which will trigger the corporate reset and fund the next phase of organic growth. With a stronger balance sheet, little debt, doors could open for reserve-based lending, with less reliance on more expensive dilutive ones.
IMHO. DYOR. GLA.
Starchild
https://www.lse.co.uk/profiles/starchild/