RE: Tailwind21 Jan 2023 19:33
. The consideration for the acquisition comprises:
· The issue of up to[1] 111,048,124 new ordinary shares in Serica (the "Consideration Shares"). Following the issue of the Consideration Shares, they will represent up to 28.9 per cent of Serica's enlarged issued share capital
· A cash payment on Completion of £58.7 million (the "Cash Consideration")
On the basis of the Serica closing price as of 19 December 2022 of 278 pence per share this would be equivalent to £367 million. Serica will also be taking on Tailwind's net debt, which as at 30 November 2022 was c.£277 million[2]. As part of the Transaction, Mercuria, the largest ultimate shareholder of Tailwind, will become a strategic investor in Serica with a 25.2 per cent holding and will enter into a Relationship Agreement with Serica.
Firstly why the cash payment of £58.7m? the issue of new shares already gives an equal share of SQZ cash pile to all shareholders new and old if that was going to be used to reduce the £227m debt liability. They seem to be carried away with buying debt and projects they will have fund. I have been round houses that the vendor is keen to show me what he would like to do loft conversion or new extensions but seems to think I should pay more because I could.
In a transaction like this I would expect a special dividend to share cash with existing shareholders before issuing new shares.