Alguien leyó bien lo que se publicó hoy? Es muy extenso pero lo que entendí es que la idea es crear una empresa mucho mas grande, donde los actuales papeles representarían el 24.62%, Mercuria pasaría a controlar el 78% de los papeles pero no compró papel alguno:
The Consideration Shares to be issued to Upstream Capital will represent 75.38 per cent. of the Enlarged Share Capital with existing Andes Shareholders holding 24.62 per cent. Following completion of the Transaction, the Mercuria Group will own approximately 78 per cent. of the Enlarged Share Capital (including the Mercuria Group's existing shareholding in Andes and the Share Exchange Shares) and existing Andes Shareholders (excluding the Mercuria Group) will own approximately 22 per cent. Details of the Share Purchase Agreement are set out in paragraph 8 of this Part 1 and in paragraph 13.1(a) of Part 10 of the Admission Document. Conditional on Admission, the name of the Company will be changed to Phoenix Global Resources plc.
Esto siempre y cuando los actuales accionistas aprueben:
The Transaction constitutes a reverse takeover under Rule 14 of the AIM Rules for Companies requiring the approval of Andes Shareholders. It is therefore conditional upon, inter alia, the passing of the Transaction Resolutions. The Transaction is also conditional on the approval by the Independent Shareholders of a waiver of Rule 9 of the City Code. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM, conditional on Completion. The current arrangements for the trading of the Ordinary Shares on the Buenos Aires Stock Exchange will remain in place.
No van a pagar dividendos, prefieren destinar esa plata a inversiones:
It is not the intention of the Enlarged Group to make distributions by way of dividend payments for the foreseeable future following the completion of the Transaction. The Directors and the Proposed Directors consider that it is in the Andes Shareholders' best interests to reinvest the profits of the Enlarged Group in its business growth opportunities. The Board intends to regularly review and potentially adjust the dividend policy as the Enlarged Group's asset portfolio and financial position evolve over the forthcoming years.
También habla de que ese 78% tiene intención de elevarlo al 82 comprando la parte actual de Vila-Manzano, de este modo:
RELATED PARTY TRANSACTION
The Company has entered into the Transaction Fee Services Agreement with Integra and certain
of its subsidiaries have entered into the Services Agreement with Integra. Intergra is the parent company of Integra Capital USA LLC, which, together with the interests of José Luis Manzano and Vetalir International S.A. (established as a trust, the beneficiaries of which are the family of José Luis Manzano), is interested in 104,289,545 Ordinary Shares, representing approximately 17.2 per cent. of the Existing Share Capital.
The Transaction Fee Services Agreement relates to M&A advisory services provided to the Company by Integra in relation to the Transaction. Under the terms of this agreement, Integra has assisted with sourcing the proposed Transaction and negotiating its terms. In consideration for these services, Integra will receive:
· a cash payment of £4,164,440 to be made in three equal instalments on the fifth day after Completion, 31 October 2017 and 31 January 2018; and
· a cash payment of £4,164,440 to be paid six months following Admission. The Company has the option to either settle this in cash or apply this amount in satisfaction for the issue of new Ordinary Shares at an issue price of the lower of (i) the volume weighted average share price per Ordinary Share for the period of 90 days after Admission and (ii) 68 pence, subject to a floor price of 33.5 pence per share.
The Services Agreement relates to ongoing services to be provided by Integra to Andes Energia Argentina S.A., Kilwer and Ketsal. Under the terms of this agreement, Integra will advise on various matters relating to the Enlarged Group's business, including analysing business opportunities, developing business strategies and improving financial performance and receive a monthly fee of US$15,000.
Further details of the Transaction Fee Services Agreement and Services Agreement are set out in paragraphs 13.1(i) and 13.1(j) in Part 10 of the Admission Document.
The entry into the Transaction Fee Services Agreement and the Services Agreement are considered to constitute related party transactions for the purpose of Rule 13 of the AIM Rules for Companies.
The Independent Directors consider, having consulted with Stockdale, that the terms of the Transaction Fee Services Agreement and the Services Agreement are fair and reasonable insofar as Andes Shareholders are concerned.
Mercuria le "prestaría" a la empresa unos 160M de dolares:
The Company has entered into the Bridging and Working Capital Facilities Agreement with Mercuria Energy Trading pursuant to which Mercuria Energy Trading has conditionally agreed to provide the Company (i) the Term Loan in the principal amount of US$87,015,353 and (ii) a revolving credit facility in the principal amount of US$72,984,647. The making of the loans is conditional on, inter alia, completion of the Transaction and Admission.
The term loan is to be used towards funding the redemption of the Company's existing debt with third parties and financing transaction costs. The Revolving Credit Facility is to be used towards general corporate and working capital purposes.
Further details of the Bridging and Working Capital Facilities Agreement are set out in paragraph 13.1(g) of Part 10 of the Admission Document.
Recomiendan a los accionistas a votar a favor:
31. RECOMMENDATION
The Independent Directors and Nicolas Mallo Huergo, who have been so advised by Stockdale, consider the Waiver to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing this financial advice to the Independent Directors and Nicolas Mallo Huergo, Stockdale has relied upon the commercial assessment of the Directors (other than Matthieu Milandri).
The Independent Directors, who have been so advised by Stockdale, consider the Transaction to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing this financial advice to the Independent Directors, Stockdale has relied upon the commercial assessment of the Directors (other than Matthieu Milandri).
Accordingly, the Independent Directors and Nicolas Mallo Huergo recommend that Independent Shareholders vote in favour of the Waiver Resolution and the Independent Directors recommend that all Andes Shareholders vote in favour of the Transaction Resolutions.
Matthieu Milandri has not taken part in the consideration of the Waiver Resolution by the Independent Directors and Nicolas Mallo Huergo. Both Matthieu Milandri and Nicolas Mallo Huergo have not taken part in the consideration of the Transaction Resolutions by the Independent Directors. This is because (i) Matthieu is an employee of Mercuria Energy Trading which is a subsidiary of Mercuria EG, which is a member of the Concert Party, and (ii) Nicolas is a director of Integra, which is the beneficiary of the fee payable under the Transaction Fee Services Agreement.
In addition, all Directors recommend that all Andes Shareholders vote in favour of the Interoil Demerger Resolution (other than the US Andes Shareholders) and Resolution 5 (approval of the LTIP).
The Independent Directors who own Ordinary Shares intend to vote in favour of the each of the Resolutions to be proposed at the General Meeting in respect of their own beneficial holdings, comprising 3,560,324 Ordinary Shares in aggregate, representing approximately 0.59 per cent. of the Existing Share Capital.
In addition, Nicolas Mallo Huergo intends to vote in favour of each of the Resolutions (other than the Waiver Resolution) in respect of his beneficial holding, comprising 863,323 Ordinary Shares, representing approximately 0.14 per cent. of the Existing Share Capital.
Cambiaría el nombre de la empresa a Phoenix Global Resources plc:
In view of the size and nature of the Transaction, it is proposed that, subject to Andes Shareholders' approval of Resolution 3 as a special resolution and Admission, the name of the Company be changed to Phoenix Global Resources plc.
If Resolution 3 is duly passed at the General Meeting, the Company's AIM symbol will change to PGR and its website address will be changed to
http://www.phoenixglobalresources.com following Admission
Que opinan los que saben?