Jamaica Stock Exchange investors should be seeing a new IPO coming to the market sometime in July, subject to regulatory approval, with Sygnus Real Estate Finance getting ready to blast out of the box reports reaching this publication indicate.
The company, which is said to be dedicated to investing in and funding real estate developments through a combination of debt capital as well as equity capital, has projects on its books already, with developments in St Ann, St Catherine and Kingston, which the principals expect to extract extra value by way of creative acquisition and disposal. The company strategy is to fund new developments through real estate notes secured by a charge over the properties.
The company, which will be separate from Sygnus Credit Investments, could benefit from funding from them and is expected to raise $3 to $4 billion in the region. The company is coming to the market at a time of unprecedented construction of buildings in the country.
Reports reaching ICInsider.com indicate strong buying interests locally and from overseas in townhouses and detached units in the country’s hills, and many see Jamaican real estate as cheap.
Also coming around July is Jamaica Fibreglass Products that produces furniture and bedding, to raise approximately $230 million for expansion purposes and Spur Tree Spices may make it towards the end of the year to pull in around $250 million. The company says it has been manufacturing all in one seasoning and sauces since 2006 for the local and export markets.
There has also been chatter in the marketplace that Jamaican Teas may consider a spin-off of its manufacturing arm into a separately listed company.
IPOs coming in your future
High level of allocation for Fesco shares
Subscribers will get over 43 percent of the shares they applied for in the IPO of Future Energy Source, this will be one of the highest allocations in recent years for an IPO, but it may suggest a limited upside for the price initially.
Applicants in the General Public Pool receives 1,000 shares plus aroud 43.876 percent of the excess for they applied. The Brokers for the issue states that “multiple applications from the same JCSD account for each pool were combined and treated as one application for the purposes of allocation.
NCB Capital Markets receives its full allotment of 100 million shares. NCB Insurance Agency & Fund Managers Limited gets the full allotment of 16.245 million shares. The balance of shares in the Broker Reserve Pool of 58.755 million, which were not taken up, is transferred to the General Public Pool.
Key Partner Reserve Pool applicants will receive up to the first 250,000 shares plus approximately 80.195 percent of the balance applied for.
Applicants in the Employee Reserve Pool receives the first 50,000 shares plus approximately 72.32 percent of the rest.
Refunds for Applicants who did not receive allotment fully will commence April 14, 2021, NCB Capital Markets states.
Oversubscribed
Future Energy Source Company Initial Public Offer of 500 million shares, which ICInsider.com indicated last week should be snapped up quickly by investors, with the company having long-term prospects for strong growth, did just that, with investors snapping the shares within two days of the opening.
NCB Capital Markets, the brokers for the issue, reported on Thursday that the issue, priced at 80 cents per share and opened on Wednesday, closed on Thursday the Junior Market IPO issue was oversubscribed. The successful closure of the issue will see the listings of companies rising to 42 from the current 41 on the Junior Market of the Jamaica Stock Exchange.
The company that trades as Fesco reports earnings of $92 million before taxation for the period to December last year from revenues of $4.35 billion and is projecting pretax profit of $151 million for the year to March 2021 and $264 million for the 2022 fiscal year. The plant is for two new gas stations to be added to the current 14 before the end of 2021.
Fosrich APO coming
FosRich, a distributor of lighting, electrical and solar energy products and a Junior Market listed company, seems set to go back to the capital market to raise funds for expansion and reduce loan funding.
“We are currently examining a possible additional Public Offer (APO) in 2021,” managing director Cecil Foster stated in response to ICInsider.com enquiry as to why would they not take advantage of favourable market conditions currently to reduce the high debt load.
Fosrich borrowed debt totalling $1.6 billion is more than twice the Shareholders’ equity of $869 million at the end of December last year. The company has lent nearly $400 million to a related party that should be repaid this year, with the proceeds expected to reduce the debt load. Even after that, the company will still be overleveraged and will need approximately $500 million in new equity to bring its financing to accepted levels. Any new issue seems unlikely until the last quarter of 2021, with the company annual general meeting that will likely be held in August, as was the case in 2020 that would most likely approve such an issue. Additionally, with the stock now price over $5, a stock split would likely be considered to be approved at the 2021 AGM.
The company had a successful 2020 financial year with increased profits from rising sales and the stock price rising 31 percent so far in 2021.
Fesco IPO opens next week
Future Energy Source Company (Fesco) initial public offer of shares will open at 9 am on Wednesday, March 31 and close on April 9, at 4 PM, unless it closes earlier.
The issue comprises 300 million new shares with 200 million to be sold by existing shareholders at 80 cents each. If successful, the total issued shares will be 2.5 billion, with the shares slated to list on the Jamaica Stock Exchange Junior Market.
The projection shows a profit of $151 before taxes for the year ended March 2021 from revenues of $7 billion and earnings per share of 7 cents. The company forecast revenues of $106 billion and a profit of $264 million or 10.5 cents per share for 2022.
ICInsider.com had earlier done a detailed review of the offer and rated it a buy with long term growth prospects as there is much room for expansion as it currently has only 14 service stations under its banner. NCB Capital Markets is the lead broker.
Earnings projections wanted for all IPOs
FESCO may have computed the projection of income and profit to 2025 incorrectly by overstating some expenses but they are on the right track and must be commended for including the forecast in their prospectus, a very useful addition.
This publication has been rightly calling for all prospectuses to include forecasts of income and profits for three years at a minimum, but prior to the FESCO issue only new companies have been doing so. The lack of forecast is a disservice to the investing public.
The Alliance Financial Services prospectus released to the public in December does not contain any forecast of revenues and profit so was the case for Tropical Battery in late 2020 as such, FESCO decision to include a forecast maybe just a voluntary exercise rather than a standard for the industry that investors can look forward to.
Management who are responsible for the contents of prospectuses has much more information about a company’s future than the investing public. Since markets depend on good and timely information to thrive, the lack of forecast in all prospectuses is a disservice to the capital market and investors. To ask new starts up companies to provide a forecast of the future and not more mature companies who are in a better position to do so defiles logic.
Stockbrokers taking companies public should help to raise the standard by putting forecast in all prospectuses for the benefit of the market development and the Jamaica Stock Exchange should insist on it and so raise the standard of information going to the public.
FESCO worth a buy-in
Investors need to separate investments that can make them money from a great investment to hold long term. It is against this background that the latest IPO should be viewed.
Future Energy Source Company Limited (Fesco) initial public offer is set to open on February 25, with 500 million shares for sale at 80 cents each, with 200 million units being sold by existing shareholders.
Of the total, 325 million units are reserved for priority applicants and 175 million for the wider public to list on the Junior Market. The shares are not a great investment on the surface, but an opportunity exists to profit from an investment in the short to medium term. If all the shares offered for sale are subscribed to, the number of issued shares will rise to 2.5 billion units and the company will collect $240 million before expenses for the portion offered by them.
Proceeds from the company’s subscription of shares will support the growth of the existing businesses and allow the company to pursue strategic investment opportunities and pay the expenses of the issue.
The company was incorporated in February 2013 and made the first fuel sale in November of that year. In 2014, the first FESCO branded service station was unveiled in Mandeville and have grown to fourteen branded Service Stations. Two additional service stations, are to be opened this year, one at Ferry on Mandela Highway by April and the second at Beechwood Avenue, St. Andrew in June.
”Our current market share for transportation fuel is approximately 4.65 percent (April 2020- September 2020) and is expected to increase to 5.3 percent by March 2021 and 7 percent by December 2021. We estimate that FESCO’s market share reflects three (3) main facts: a) we are a relatively new company (operating for just over six (6) years) whose initial strategy has been to grow organically rather than through acquisitions; b) as at September 2020, we have very little presence in the Kingston and St. Andrew (KSA) fuel market. Our KSA offerings are limited to FESCO Stony Hill and FESCO Rock Hall, both of which are in the more rural parts of St. Andrew; and c) the dominance of the multinational brands in the industrial and commercial space where they provide fuels to private clients”, the prospectus states.
”FESCO’s current market share of transportation fuels at September 2020 is 4.65 percent up from 3.8 percent in 2019 and 3.5 percent in 2018 and it estimates that its market share will increase to 5.3 percent by March 2021 and 7 percent by December 2021”, the prospectus further stated.
FESCO’s sales significantly outstripped the 2019 performance in litres sold. In fact, FESCO’s April through September 2020 sales in litres of transportation fuels sold is 6.6 percent ahead of its performance for the same period in 2019 despite the impact of COVID-19 and the overall market declining 13.9 percent.
FESCO is yet to enter the commercial or retail LPG market estimated at 13,957,716 or between J$1.5 billion to $1.9 billion monthly.
Revenues increased from $3.754 billion in 2016 to $5.94 billion in 2020 representing a compounded average growth (CAGR) of 12.1 percent. Over the period, gross profits increased from $28.2 million to $178.3 million, with a CAGR of 58.6 percent. FESCO increased its gross profit margin to its dealers as its brands became more recognized and demanded by customers from 0.75 percent in 2016 to 3 percent in 2020.
From the 2015 financial year through to the 2020 financial year, average monthly volumes increased from 2,502 million litres to 3,743 million litres, a CAGR of 8.4 percent. Pre-tax profits increased by J$87 million or 172 percent to $137 million in 2020 up from $50 million in 2019.
Revenues over the period April 2020 to September 2020 was $2.811 billion down 5.84 percent from the comparative period of September 2019, a decline of $175 million from 2019 turnover of $2.99 billion. Profit before taxes for the period to September 2020 was $65 million, similar to that earned in 2019. 
The projection for revenues to March this year is $6 billion, with profit of $151 million for earnings per share before tax of 7 cents and a price earnings ratio of 11.4 that compares well to Tropical Battery that listed in January and now has a PE of 14.6. ICInsider.com forecasts 13 cents per share to March 2022 with the PE at 6 and the price rising to $2.50 by then. The prospectus was withdrawn due to projections to 2025 that appears to overstate the forecasted administrative costs by approximately $100 million per annum.
The company’s financial status strong with Shareholders’ equity at the end of September at $255 million, borrowings amount to just $63 million and cash on hand of $99 million.
First, the negatives. If the company succeeds with the IPO, it will have the largest board of directors of any Junior Market company, with 11 members. That is a great sign of management weakness. Grace Kennedy and NCB Financial have nine directors, while Scotia Group has 11. Those are vastly bigger and more complex entities that FESCO. The company relies solely on distributors for revenues in a sector that has been subject to industrial disputes from time to time and government regulations. Gross profit margin is primarily subject to worldwide price fluctuation in global petroleum prices.
On a positive note, the downturn in demand for petrol seems to be easing and should help boost revenues in the immediate period ahead. This year’s opening of two new service stations will help grow revenues by ten to twenty percent in a full year. One of the new stations will be owned and operated by the company. The company is relatively small, commanding less than 10 percent of the market, leaving much room for above-average growth with good scope for gain in market share. Additional, with the local economy poised to grow that, should aid growth as well.
Investors gobble up new issues
The Jamaican economic and financial environment has undergone much change over the past five decades or so. Since the early 1970s, the country lost its way and endured years of negative economic and in cases social development.
The evidence can be seen in an exchange rate that was US$1.10 to the Jamaican dollar to nearly $150 to one US dollar now. Interest rates rose from 5.5 percent in 1970 for governments Local Registered Stock, by the dark years in 1990s rates on government paper were as high as 52 percent in 1994. The average Treasury bill rates, between 1992 and 1994 was 39.5 percent. That was the challenge that the banks and businesses face in that period that led to the collapse of the businesses and the destruction of the financial sector.
The above set the stage for the state of the capital market in Jamaica now. In 1986, National Commercial Bank as it was then named went to the market, with the issue pulling in $249 million or US$45 million and attracted over 30,000 shareholders in a heavily oversubscribed issue. The total amount attracted seems to be the largest public issue ever in the local market.
That was then, now interest rates have hit levels that are the lowest on record, with Treasury bill rates now less than one percent and there are now more than 200,000 investors owning shares compared to around 40,000 after the NCB issue, making for a larger pool of investors to draw on to take up new issues.
Three companies went to the market to raise funds in January and all were successful with the latest Derrimon Trading Company invitation for subscription of 1,498,698,931 Ordinary Shares with the option to upsize was oversubscribed with taking up an additional 301,301,069 shares. The company will issue 1.8 million Shares and take in J$4.08 billion in gross proceeds.
The allocation of the issue will result in existing shareholders and Derrimon team members receiving 51.63 percent of their application. Key Investors will get all of their applications, Lead Broker’s Clients 83.72 percent and Non-Reserved Share Applicants (General Public) 39.15 percent.
Proven Investments upsized of the Additional Public Offer (APO) of ordinary shares to a maximum of 134,124,037 units with applications totalling 154,231,234 shares, for an oversubscription of US$4.3 million. Proven states that 4,148 applications were received, totalling just over US$34.5 million.
Applicants in General Pool and existing shareholders applicants in the pool will receive a full allotment, but Key Investors Applicants in this pool will receive 70.75 of the subscription amount.
Sygnus Credit Investments APO of ordinary shares was upsized to 240,887,900 Shares, reflecting a 54 percent upsize to the maximum allowed. The issue pulled around US31 million for the company.
Derrimon expands with APO funds
Derrimon Trading is spreading its wings, to New York, with the recently announced agreement to acquire control of the Brooklyn-based operations of FoodSaver New York, Inc. a wholesale food distributor and Good Food For Less, LLC, a speciality supermarket.
The acquisition will be done through a New York based, Derrimon subsidiary, Marnock LLC, which will acquire the Brooklyn-based operations as a going concern. “The overall consideration upon completion is expected to be valued between USD$8.9 million and USD$9.1 million,” Derrimon states. The amount translates to J$1.3 billion.
The purchase will be funded from proceeds of a current additional public offer, to raise around J$3.5 billion and a 20 percent minority interest in Marnock.
Derrimon expects the deal to be completed in the first quarter of this year. According to the prospectus, the businesses being acquired generated revenues of J$5.1 billion with 6% or J$311 million being converted into net income.”
Derrimon Trading reported flat revenues of $9.62 billion for the nine months to September over $9.53 billion reported for the similar period in 2019, with Gross Profit of $1.84 billion, increasing by $182 million and Profit before Tax of $316 million, up 25 percent or $61 million over 2019. ICInsider.com forecast is 16 cents per share for 2021, with the current PE Ratio at 15 times earnings and suggesting the stocks is fairly priced on the basis that the existing business remains substantially intact along with the new business being acquired. The company has just two years left of the tax concession for listing on the Junior Market.
Caribbean Flavours a Derrimon’s subsidiary
The company is offering if fully subscribed the gross proceeds will be approximately J$3.50 billion, of which approximately J$205.25 million is expected to be used to pay transaction costs. The net proceeds from the invitation are expected to be J$3.29 billion. If the option to upsize is fully exercised the maximum proceeds is J$4.22 billion and result in the total shares in issue at 4.2 billion based on the initial share offer.
The shares are priced at $2.20 for existing shareholders and $2.40 for the public. Derrimon has grown by using a high level of borrowed funds, which is a highly risky way for funding expansion. $1.1 billion of the APO proceeds will be used to fund the New York businesses’ acquisition. $1.2 billion will be used in reducing existing loans, with $500 million to be used in the expansion of a retail location in Clarendon and working capital.
There are positives and negatives with the acquisition and capital raise. The successful raising of fresh capital will better balance the company’s leveraging that was out of line with safe levels. The amount slated for debt reduction will save around $90 billion per year before taxation and will help to improve the profitability of the group. The group can reduce some areas of cost with the larger size and will have greater opportunities for cross-country sales, thus expanding sales and profit. Overseeing managing a new business overseas is often more difficult than it may appear at the start.
The current share offer closes on January 26 and the stock last traded at $2.38 on the Junior Market of the Jamaica Stock Exchange.
Proven expanding investment foot print
Proven Investments signed an agreement to acquire a 50.5 percent controlling interest in Roberts Manufacturing Company, a Barbados based company, Proven announced this past week.
The agreement is for the purchase of shares from Massy Properties (Barbados) for US$21,452,500. “The consideration includes real estate for US$1,452,500, with the rate of return on the investment put at 15 percent based on the purchase price,” Christopher Williams, CEO of Proven, advised ICInsidier.com.
“Closing is scheduled to take place 3 business days following the receipt of all regulatory and governmental confirmations, approvals, and acknowledgments, save that the closing date may not be extended beyond 30 days,” Proven further advised.
“RMCL produces a variety of margarine, shortening, soyabean oils and animal feed products, which are distributed to over 15 markets regionally and internationally.
“The proposed acquisition is one of three that Proven has been negotiating,” Williams advised ICInsidier.com. One is said to be a financial institution in the Cayman Islands that is subject to regulatory approval and will result in the group owning two companies in that country with the 100 percent owned International Financial Planning (Cayman) Limited. The other business under consideration is in the business of property rental.
“The acquisition of the majority shareholding of RMCL is aligned with PROVEN’s strategy to grow through acquisition in the real sector throughout the Caribbean and Latin American regions with a view to create value to its shareholders.” the Proven release stated.
Christopher Williams, Proven Investments CEO.
RMCL has Ansa Mc Al as the minority shareholder who manages the operations. Proven decided to invest in the manufacturing operations due to the high rate of returns on investments. Management is already in place running it and the appeal of the products to a wide cross section of customers regionally and in developed countries.
Proven generated profit attributable to shareholders of US$29.98 million for the financial year to March 2020 and is boosted by US$25 million in gains from the sale of part of their investments in Access Financial Services. The company suffered losses of nearly US$18 million on other investments and ended the year with a total comprehensive profit of US$18 million.
For the September quarter, Proven generated profits of US$3.4 million and US$4.8 million for the six months. That should compute to around 1.5 US cents per share for the year, but Williams expects this to jump to 24 US cents per share in 2022. Whether that target is achieved or not is unsure at this stage, but what is known is that the last capital raise was not all fully utilized as expansion plans slowed and would have generated a lower rate of return than if they were used in the acquisition of profitable ventures. In addition, the latest announced acquisition will add around US$3 million to annual profit or about 4 cents per share and push Earnings per share within the 20 cents range. The investment market recovered from the collapse in the March quarter and resulted in total comprehensive profit of US$17 million for the September quarter and US$27 million for the half year, thus reversing the 2020 losses in the investment market.
Proven Investments traded the most shares on the market.
To assist in funding acquisitions and ensuring adequate liquidity, the company has offered for sale 89,416,037 new ordinary shares to existing shareholders and the public. The company has the option to upsize the issue to a maximum of 134,124,037 shares to raise a maximum of US$30 million, assuming the Invitation is fully upsized. If fully upsized, the total number of shares in issue will be 759.43 million units.
The price to be paid per share by Existing Shareholders is 22.50 US cents or J$32.80, Key Investors 22 US cents or J$32.10 and others 23 US cents or J$33.50. All the prices are below existing market prices of 25.69 US cents and J$35.79 in the Jamaican segment of the Jamaica Stock Exchange. Acquisitions in the financial sector will provide the opportunity for cross selling products and services to clients in each company, as well as provide the opportunity for some amount of cost reduction as certain administrative and other costs can be shared within the group.
The Directors anticipate that not less than 50 percent of the Company’s annual after-tax profits will be distributed as dividends, subject to the requirement for re-investment of its profits to finance potential growth and to ensure sustained development, as well as due compliance with the solvency and liquidity criteria set by the Company’s Investment Policies.
The official closing date for the offer is January 29, 2021.
