Member Info for YingTong

5p = 25m give or take.

Personally wookie I would expect it come back broadly in line with what they manage to place at. If it is significantly different then that suggests the placing price was way off (it does happen).

Taxi OTOH expects multiples on the placing price (I think he was hopeful of 5p).

I meant beyond that in the prospectus. That resolution is silent on price, merely allowing the issue of upto 312.5m at any price.

Cattleman,

Sorry, was unable to get the document on nuogs website yesterday. The relevant bit from page 23.

PLACING, ACQUISITIONS, DEBT RESTRUCTURUNG AND ADMISSION
STATISTICS
Aggregate number of New Ordinary Shares to be issued pursuant to the
Proposals
up to 355,043,3143
Number of Consideration Shares to be issued pursuant to the Acquisitions 65,000,0003
Number of Restructuring Shares to be issued pursuant to the Debt
Restructuring
90,043,3143
New Ordinary Shares as a percentage of the Enlarged Issued Share
Capital
76.083
Number of Consolidated New Ordinary Shares in issue on Admission 466,678,1453
Number of Warrants in issue on Admission 163,823,6393
Number of Options in issue on Admission 4,800,0003
Market capitalisation of the Company on Admission2 £4.66 million3
—————
(1) These relate to estimated commissions, fees, and expenses payable by the Company in respect of the Placing and Admission.
(2) The market capitalisation of the Company at any given time will depend on the market price of the Ordinary Shares at that time.
There can be no assurance that the market price of an Ordinary Share will at any given time equal or exceed the Placing Price.
(3) Assuming that the Placing Price will be 1p and that 200 million Placing Shares will be issued to raise the minimum amount of
£2 million pursuant to the Placing.

-----------

That orobably doesn't format well. So 463m and 163m warrants. Then there are the further shares down rhe track to pay off the Stevens balance if it falls due. That would be 200m at 1p. This will however be limited to 29.9pc of equity with the balance in cash, so could be as low as around 80m.

I was unable to find the text of the resolutions on Nuog website.

Does anybody have a link to where they are published (they may not be, there is no obligation)

Of course not. But that is not what is happening is it ?

The decline in value is unrelated to the consolidation.

The prospectus is on the website and contains the expected range of shares in issue.

I am not sure why the consolidation is thought of as brutal. It is galue neutral. If they didn't consolidate the price would be 1/40th instead.

Same effect.

Another ISA aspect to consider is CGT.

Say you had shares worth 5k in an ISA at the time they were removed this then becomes your acquisition price for CGT purposes (the actual price paid is irrelevant).

Now miraculously they 10 bag. Should you put these (in part obviously with ISA allowances) then it is a chargeable event and CGT is payable (subject to other gains etc).

If it so happened they became worthless then there is a chargeable loss of 5k which could be claimed at some point.

An ISA may insulate from chargeable gains. But the other side of that coin is that losses whilst inside are not offsetable when it is kicked out of the ISA.

I doubt this theoretical problem will actually impact any one, but if people do pit them back in an isa it needs to be considered from a SATR point of view since there will he a disposal.

They will be eligible. But it is up to you at pit them in an ISA. It will count as a new subscription.

Surely it should have been "booted out" of your ISA when it became unlisted.

If Barclays say it is still in there then they don't appear to be complying with the rules.

The original RNS was silent on pricing. Just said issue of ordinary shares.

Personally I think any reasonable person would have inferred "prevailing price".

I recall being ridiculed for suggesting it may well not be.

Page 119.

-----
The Company has entered into a share purchase agreement dated 2 December 2021
with Teresa Stevens pursuant to which it has agreed to acquire the entire issued share
capital of GBIP for up to £3.35 million. The consideration for the acquisition of GBIP
comprises £350,000 in cash to be paid at the time of completion plus deferred
consideration of up to £2 million of which up to £1 million will be issued on each of
the first and second anniversary of Admission, subject to the 12 month and 24-month
post-Admission closing sales performance of GBIP meeting stated growth targets.
Such deferred consideration will be satisfied by the issue of new Ordinary Shares of
the Company at the Placing Price. Assuming that the Placing Price will be 1p, in the
event that the full amount of the deferred consideration payable in respect of the GBIP
acquisition becomes payable then this would result in a further total of 200 million
Ordinary Shares being issued to Teresa Stevens except that in the event that an issue
of Ordinary Shares as deferred consideration would take the combined shareholding of
the Stevens to 30 per cent or more of the Company’s issued share capital then the
number of Ordinary Shares that they shall receive shall be limited to such number as
will give them a combined maximum shareholding of 29.9 per cent with the balance of
the deferred consideration to be paid in cash. In circumstances where the maximum
possible number of Ordinary Shares are issued to the Stevens pursuant to the
Acquisitions then the combined total shareholding of the Stevens in the Company will
be 244,399,738 Ordinary Shares. However, pursuant to the arrangements described
above their maximum shareholding will be limited to 29.9 per cent of the Company’s
issued share capital so they will only receive that number of Ordinary Shares if the
maximum amount of deferred consideration becomes payable in respect of the GBIP
acquisition and no other Ordinary Shares are issued by the Company following
Admission and prior to the payment of the second tranche of deferred consideration
following the second anniversary of Admission. In addition, a six per cent cash royalty
will also be paid on the net cash received on sales of the Guardian product for a
period of 10 years from the date of completion up to a maximum level of £1 million.
The agreement is conditional on the passing of the Resolutions, completion of the
Placing and Admission. The agreement includes customary warranties given by Teresa
Stevens.
-----

I think that is fairly clear .

I guess on 22nd December when it opens for trading the question is answered.

They have restructed the debt - all of it - within group for approx 80m shares and 75m warrants (which will raise 750k on exercise). That's a good outcome. Shame on Nigel Burton for not seemingly offering any reduction on the debt to him (which I assume was fees).

This should help shareholders substantially in the success case going forwards. It actually considerably helps offset the dilution caused by the new shares.

All the other deferred fees are being dealt with by warrants, potentially another 45 mln shares.

The balance of the consideration for Guardian (and the growth metrics for it are unfortunately unpublished) is potentially 200 mln shares since it will be paid at the placing price not the prevailing price. However there is a silver lining in that her holding will be limited to 29.9%. Any excess paid in cash instead.

Unfortunately it doesn't detail any expectations in forward performance. But it does detail why the Stevens stepped down as directors for a few years.

Overall they do seem to have got a pretty reasonable deal for existing holders. The next year will be key, they can get through that by their figures. But they will need to generate free cash flow 7 times greater than guardian has managed for the last couple of years to get through the year after with no further funding.

Taxi,

LMFAO.

Basically what you believe - and I absolutely agree it is possible, I just think it is amazingly unlikely - is that they are going to raise at 1p (they have indicated this, though the prospectus gives a range) and it will immediately trade at 2-3p.

They are already paying a high price (around 17.5%). Doesn't smell of people clamouring for it (and if they were they would reprice).

Apparently I am talking it down to buy cheaper. But surely if I believed it was going to open significantly higher I would just buy the placing, sell and pocket a tidy sum.

To put some context on your figures. They raise 2m. To buy guardian. There is 400k of this "free" for business development.

You add this to a 1m ish enterprise and it is miraculously worth approx 15mln on listing.

More than a little doubtful.

But we will know for sure in 3 weeks.

As I have always said, I expect it to open at a modest premium for the existing equity holders.

They have done well with the dilution though. Less than I expected. Which is some comfort.

I suspect many might be in worse shape than that unfortunately.

With a suspension price of 0.025p the 10k to a monkey scenario would imply an average of 0.5p.

Anybody holding for over 2 years is probably worse off that that sadly.

matt,

It's not an AGM (strictly there is no such thing "in law" just GMs and a incorporated entity has to have at least one annually).

The business of this one is to approve the share restructure and listing.

Kmack, given they are placing at 1p consolidated then I see no reason to expect it to he materially different to that either way.

With a 40:1 consolidation the value of your holding should be about the same as pre suspension.

In effect they are raising at 0.025 on the basis of unconsolidated. Marginally less than the last placing.

I am quite surprised at the lack of dilution. Broadly you will own about 25% of the proportion you used to. Sadly that will be a big drag, but it is a lot less than I expected.

Also the listing authority believes their business plan and financing is credible going forward. Thats a good thing.

It doesn't cost a lot to issue the reach.

But it does smell of optimism. I would expect the hope is the marketing will get it a little in people's mind before the prospectus.

The risk is it will go stale is the prospectus doesn't come soon.

Kmack,

I am sure it won't be the last. :-)

It Is distributed through reach (as far as I can tell).

https://www.lseg.com/areas-expertise/market-information/regulatory-news-service/reach

Pedantically it is not regulated news (they are not currently regulated by anybody).

However I would have expected that to be clearer from the announcement.

It would seem that many services (like LSE) filter these out.

Kmack,

It is not an RNS. It is "merely" something they have chosen to publish, and through that channel which is open to them.

Only quoted companies on appropriate markets can access the regulatory news service.

Whilst it doesn't say anything previously unpublished it does at least say "still trying" and add a new hoped for date.