finally some positive view have come out, as for Sona wa, i think people are exciting to collect it at 0.035 now, a very attractive opportunity to make big money, for those who think the QA sure fail, just sell out, dont need to give your negative comment without any assurance to panic people only.
Confident...but also got people confident qa fail.... half sen not a big deal... if me confident qa fail, 3 sen i also sell all..... still want wait the rise?
If the share price goes up above 0.50, i think those who voted against QA will sell their share in open market (including me, even my average price is more than 0.50) & let the yes investor to vote for QA. I'm felt that i lost my confidence with the management team & this may change my vote from yes to against. Really hope the management team make a good plan to convince all the investor here. A lot of suggestions given in i3 forum. Pls wake up.
Saturday, 2 April 2016 SPAC-tacular no more BY INTAN FARHANA ZAINUL
Maiden purchase: Sona’s proposed QA in the form of the Stag Oilfield offshore western Australia which costs US25mil.
THE sagas unravelling at Sona Petroleum Bhd and CLIQ Energy Bhd tell a story of a seemingly unsurmountable challenge facing the management and boards of these special purpose acquisition companies (SPACs).
At the heart of the matter are the cash-back option that SPAC investors are entitled to and the rule that requires such companies to secure at least 75% of shareholder votes for their maiden acquisitions. What this has meant, at least in Sona’s case, is that there is a long list of shareholders who are not only opting for their cash-back but also in a position to stop any acquisition deal, no matter how attractive it may seem.
RAIDER COMMENT; WITH THE FALL OIL PRICE FROM USD 100 PER BARREL TO USD 30 TO 40 PER BARREL....THE OIL BUSINESS ALREADY UGLY MAH...!! THUS FUNDAMENTAL NOT THAT VIABLE LOH....BUT MANAGEMENT OF SPAC TRY TO PAINT A NICE PICTURE MAH...!!
And in CLIQ’s case, another shortcoming of the SPAC universe is revealed: no one knows when the shareholders are going to get their money back, despite the company having announced that it would return the money to them, after failing to get its qualifying acquisition (QA) deal passed by the regulator. OF COURSE U DON KNOW, WHEN U GET BACK UR MONIES...BCOS LIQUIDATION TAKES TIME & SUBJECTIVE LOH...!!
Hibiscus had the support of some deep pocket investors, including Tan Sri Arumugam who is one of the richest man in Malaysia holding up to 8.8% stake in the company in March 2012. In Sona’s case, it also has a large share base of 1.1 billion shares, compared with Hibiscus’ 313 million shares at the point of its QA voting. A glance at Sona’s shareholder list shows that aside from the management who holds around 20% of the company, the next two largest shareholders of the company are believed to be yield-seekers – Credit Suisse Securities Europe with a 12.82% stake, followed by Pacific Alliance Asia Opp Fund which owns 10.58% stake, based on Bloomberg data.
These funds have been actively accumulating shares in Sona in the past two weeks. On the flip side, the yield-seekers came about when Sona’s share price had been low. Sona’s share price dipped to a low of 39.5 sen in early December 2014, indicating a lack of interest. That could also have resulted from the overall crash in the oil and gas (O&G) industry, following the oil price collapse that began in June 2014. And it is that low price of Sona’s shares, coupled with the cash-back option that presented the yield-seekers with the opportunity to buy into the company resulting in the current dilemma it faces. It is likely that the presence of the yield-seekers has supported the share price of Sona and possibly other SPACs to the levels they are today.
When will CLIQ distribute cash? As for CLIQ, the issue is when will its shareholders get their money back through the share repurchase scheme. The SPAC guidelines have largely been silent on this matter, saying that upon a decision of returning money to shareholders, the Malaysian laws of liquidation will kick in. Another concern is when the shares of CLIQ will be suspended from trading – another blow to investors.
“It does seem as if the SPAC rules did not go through any significant stress testing to examine how things will transpire when the QA fails and money needs to be distributed,” one SPAC investor says. CLIQ, which has yet to reply to queries from StarBizWeek, had said on March 7 that it would be shortlisting a liquidator for the purpose of distributing the cash. That was the last official pronouncement on the matter. Sources say that CLIQ has yet to provide a statement of solvency, which in turn is having an impact on its liquidation process (see sidebar). This is causing its investors to be anxious, considering that their projected returns are calculated based on how soon they will get paid.
As for Sona, the next 30 days will be crucial. The company is making serious attempts at drumming up the attractiveness of the asset being acquired. But that will only go so far with the yield-seekers, who by definition, are not interested in the long-term prospects of Sona’s O&G ventures when they can lock in visible returns now. NOT TRUE LOH...IT JUST THAT THE YIELD SEEKER IS NOT HAPPY THEY BEAR THE BRUNT IN ORDER TO MAKE THE QA SUCCESSFUL..!!
In reality, what would need to happen is for Sona’s management to figure out a way of buying out large chunks of shares belonging to the yield-seekers, to ensure that it gets the 75% approval for its QA. This will probably be going on within these next 30 days. IF THIS HAPPEN SONA PRICE NEED TO GO ABOVE RM 0.48...IN ORDER TO BE SUCCESSFUL LOH...!!
There could be another way out, says one observer. If by some means, Sona is able to secure a waiver from the 75% shareholder approval rule, it would be able to get its QA passed. THIS DEFINITELY NOT VIABLE...IT MAY LEAD TO LITIGATION....BCOS OF CHANGING THE RULE....WHICH SC IS TRYING TO PROTECT IN THE 1ST PLACE...!!
However, that is an unlikely scenario, considering that it will be tantamount to changing the SPAC guidelines and clearly disadvantage the position of the yield-seeking investors who have relied on the rules in making their investment decisions. Whatever the case is, the dilemma being faced by both Sona and CLIQ, could befall the other two listed SPACs namely Reach Energy Bhd and Red Sena Bhd, especially when they are closer to making their QA.
On March 5, Reach Energy announced its potential QA of buying a controlling stake in an onshore oil block in southwest Kazakhstan. However, at the current price of 68.5 sen, Reach Energy is trading about 12% lower from its cash value of 77.69 sen, indicating that it too, could be the target of yield-seekers. Reach Energy has one more year to complete its QA and has yet to submit its proposal to the Securities Commission for approval. Time will tell if it too willgo through the challenges faced by Sona or CLIQ. RAIDER ALSO SEE REACH IS LIKELY TO FAIL TOO...!!
Sona management, you need the stock price to be 0.485 and above so that you can flush out the short term shareholders and also to give your long term shareholders the confidence. You want to be a successful oil and gas company, you need to manage the stock price as the price tells a lot about the company. If you do not care about the stock price, than DONT list it on the stock market but rather take it private or fund your QA with private funds instead.
If the acquisition is really good at USD25m and it is already positive cashflow, if I were the directors, I would not use SONA to buy then. I will raise the money privately and make the acquisition by myself. With the ringgit strengthening now to 3.80, it is even cheaper than one month ago. Surely, the directors would have the financial capacity to raise USD25m. They just have to pledge the cashflow and assets to the bank for the first X years.
On the other hand, if they were to try to buy out some of the dissenting shareholders like CS (at 15%) it would cost them RM80m+ already.
1. To buyout the share below cash level rm 0.48....that will mean u may need to buyout potential upto 75% of the share...!!
2. Have a good payout or cash repayment for the supporting shareholders.
3. A combination of 1 and 2....!!
Without doing 1 and 2 are just Public Relation talk....difficult to convince the yield investors loh...!! This bcos the yield investors are financial savvy mah....!!
The public spread holding now in PAG/CS - 40% and the remaining 25% holding by retailers. So it is hard to convince PAG/CS with current share price but one thing enticing is the capital repayment that can change their mind but not very 100% proof depending on share price and the oil price.
I hope that the Mgmt could do some private arrangement with PAG/CS to have their 40% support and plus the Mgmt holding of 25% it is more conving to get the deals thru.
Private deals could be the warrant plays........purportedly push down for them to buy and later get the deal thru and they will benefits from the shares sold. At the same time the Mgmt will only push the share up after the cut-off date for summision of proxy voting forms......this again will determine the ex price for the shares after capital repayment adjustment.......hence increasing the return for the warrants holders later.
"I hope that the Mgmt could do some private arrangement with PAG/CS to have their 40% support and plus the Mgmt holding of 25% it is more conving to get the deals thru. "
Management 20% shareholding is restricted to vote. (CANNOT VOTE)
Capital Repayment is your money, nothing attractive about it. If QA pass through, the guarantee price of 48.5 sen is gone, the price of Mother share might go DOWN.
This is why YIELD investor voted AGAINST at this LOW OIL PRICE event.
Sona just organised a trip to Stag Oilfield from Wednesday (6 April 2016) to Friday (8 April 2016) for all research analysts and media. All flights, accommodation and meal expenses fully paid by the Company. This can be a big expenses incurred just for investor relation and to garner vote from the shareholders.
Strictly, the 10% is supposed to source the deal and pay for acquisition (i.e. staff cost, professional fees, EGM etc.). Investor relation activities can come later once they they got the QA. Without the QA, what to talk about and in the end the deal is rejected by the shareholders. Sona please clarify on this?
Sona bazir duit je. Nak cuti lagi???? Dont waste that money on trips, just hire a syndicate to goreng up share price about net cash value, then QA guaranteed PASSED! nak ke tak nak?
The promoter/management's 282M shares and also warrants will be zero value if the QA not voted thru, suppose the share price after QA approved is RM0.35, that is RM98.7M.
Why not they take out their own money (or borrow from somewhere), say about RM50 million to buy SONA shares from the open market now before the next EGM, they can get about 100M shares.
Then they would have 100M+282M shares before the next EGM.
1) If the QA go thru, then their shares worth 382M*0.35=RM133.7M, minus the money RM50M they put in before EGM, they still get RM83.7M.
2) If the QA still fail to get thru, they get back 100M*RM0.48=RM48M, only lost RM2M plus some interest.
I cant understand why dont they do so, I believe they are allowed to do buy shares from open market.
I posted this a while back. Management have not bought a single share in the company at market prices. As a way of instilling confidence, management should buy shares now. Risk of course is limited as Wong Heam Kiew says above, in fact they make a small profit. It is the classic, what you say is not what you do. Have to lead by example.nthe next step is of course to bring in a key anchor investor like Quek or CMY. I fear with 20 odd days to go, we just flogging the same capital repayment horse which btw is shareholder money anyway and I can get it back by voting no. Best wishes for next few weeks.
And go see financial statement 2015, they already used RM17 Million for operating expenses (salary/wages).
With ONE SEN cost for MOTHER SHARE and FREE WARRANT from day 1. You already winning. IF QA fail, they get back 48 sen. If QA pass, the GUARANTEE of 48 sen is gone, the price may fluactuate (even go below 40 sens).
No point for management to sharebuy back an empty shell company.
Promoters & Initial investors: RM 0.01 per share IPO investors: RM 0.50 per share
In enlarged company after IPO, Promoters & Initial investors hold 20% of the company. IPO investors hold 80% of the company.
Assuming enlarged company after IPO has 100 shares. Promoters & Initial investors hold 20 shares and paid RM 0.20 for this shareholding. IPO investors hold 80 shares and paid RM 40 for this shareholding.
Total amount of capital raised from all investors $40.20 AT IPO listing, after deducting for expenses, you can expect, the share price per share to be: < RM40.20 / 100 = < RM 0.402
Assuming the price at listing is RM 0.40 per share. The Promoters & Initial Investors have an immediate gain of RM 0.39 or 38x or 3800%. The IPO investors have an immediate loss of RM 0.10 or 25%.
Now, hopefully you will understand WHY so many will be approaching our Bursa to list their SPACs.
THERE CAN BE NO ASSURANCE THAT THE ISSUE PRICE WILL CORRESPOND TO THE PRICE AT WHICH OUR SHARES WILL TRADE ON THE MAIN MARKET OF BURSA SECURITIES UPON OR SUBSEQUENT TO OUR LISTING.
IPO INVESTORS WOULD FACE IMMEDIATE AND SUBSTANTIAL DILUTION IN THE NA PER SHARE AFTER THE IPO.
The Issue Price is higher than the NA per Share before the IPO. Management Team paid RM 0.01 per share Initial Investors paid RM0.35 per Share.
BEFORE THE COMPLETION OF QUALIFYING ACQUISTION: SONA PRO FORMA NA PER SHARE RM 0.05 PER SHARE THEREFORE, IPO SHAREHOLDERS WILL EXPERIENCE AN IMMEDIATE DILUTION OF RM 0.45 PER SHARE, AFTER THE IPO AND ADJUSTING FOR THE ESTIMATED LISTING EXPENSES.
AFTER COMPLETION OF QUALIFYING ACQUISITION, ASSUMING THE MAXIMUM SCENARIO, THE NA PER SHARE WILL BE RM0.38 PER SHARE, AND THE SHAREHOLDER WILL EXPERIENCE DILUTION IN THE PRO FORMA NA PER SHARE OF RM0.12 PER SHARE. ASSUMING FULL EXERCISE OF THE WARRANTS, THE PRO FORMA NA PER SHARE WILL BE RM 0.37 UNDER THE MAXIMUM SCENARIO, AND YOU WILL EXPERIENCE DILUTION OF RM0.13 PER SHARE.
Initial investors: Investors who have invested in the Company PRIOR TO the IPO under the Subscription by the Initial Investors.
IPO or Public issues: 1,100 million Public issue shares + 1,100 million attached Warrants
IPO investors: Investors who subscribe for the Public Issue Shares
Issue Price: $0.50 per Public Issue Share
Maximum scenario: The scenario whereby an amount of RM 550 million is raised in the IPO.
Permitted timeframe: 36 months after the date of listing
WARRANTS
SALIENT TERMS: Expiry date: - 5 years from the date of listing if the Qualifying Acquisition is completed within the Permitted Timeframe or - 3 years from the date of listing if the Qualifying Acquistion is not completed within the Permitted Timeframe.
Exercise period: anytime Exercise price: RM 0.35 per Warrant.
This book is the result of the author's many years of experience and observation throughout his 26 years in the stockbroking industry. It was written for general public to learn to invest based on facts and not on fantasies or hearsay....
hpcp
450 posts
Posted by hpcp > 2016-04-06 14:29 | Report Abuse
betting QA pass. Another insane guy