Fontana another IPO another set of errors

Fontana operators of a series of Pharmacies in Jamaica has now released the Prospectus for their initial public offer but like Elite Diagnostic last year, there are errors in this document that needs correction and explanation.
This is an unfortunate development for yet another issue, that seems very attractively priced. The directors have all signed off on the document that has gone through the Financial Services Commission, the Jamaica Stock Exchange and the Company Office of Jamaica, so why the errors and important ommission.
The introduction in the prospectus speaks to a price of $1.88 except for reserved shares at $1.69 but later on in the body of the document it speaks to a price of $2 for each share, making it unclear exactly what the price really should be? In the interim results to September, there are two issues, one is an error and the other, information that really needs clarification. The interim cash flow has no profit, nor depreciation and it therefore is not balanced and needs correcting.
The gross profit in the interim results jumped sharply,even as revenues grew just 5.5 percent with inventories are up 19 percent at the end of the quarter over 2017 and 15.5 percent over June this year. Why the big jump in inventories with sales are just rising moderately? Importantly, this raises questions about the accuracy of the inventory levels and the gross profit margin for 2018. Management should explain the sharp changes in this area so that investors can better understand why there is such a sharp jump in the quarterly profit.
This publication finds it difficult to once more raising issues relating to a prospectus. We are concerned that enough care is not going into them. The breach of GWest Corporation relating to the non-disclosure of information relating to an extraordinary meeting that was said to approve the issue of preference shares that was never brought to investors’ attention is fresh and has not been properly dealt by the regulators or the company. The regulators seem to have turned a blind eye to it. We need to raise the standards if the capital market integrity is the be enhanced.

Please stop Gwest scandalous action

Gwest booked preference shares but not properly issued.

The Jamaica Stock Exchange and the Financial Securities Commission must move to stop this scandalous action by GWest in issuing new shares that were not authorized by the shareholders of the company and was never mentioned as a contractual agreement in the prospectus that was issued in December last year.
The company cannot go to the public with an offer to sell shares and a critical contract that is now said to have exited, was not properly documented in the prospectus as a material contractual obligation of the company. By the way, the audited financial statement does not show any such contractual agreement.
GWest issued the first quarter results to June with an increase in share capital and the issue of $250 million preference shares without any information being communicated to shareholders. Now they have belated submitted an explanation to the Jamaica Stock Exchange, but those shares have been illegally issued and cannot stand.
The Gwest Corporation release states “on June 15, 2018 pursuant to the resolution passed at an Extraordinary General Meeting of the Company held on the 27th day of November 2017, it has signed an agreement for the conversion of $250,000,000 of shareholders’ loan to 10% Cumulative Non-Redeemable Preference Shares. Of the authorized 1,000,000 10% Cumulative Non-Redeemable Preference Shares, all units were allotted at $250 each to effect the conversion.”
The big question is if such a resolution existed why wasn’t the information included in the prospectus, why wasn’t the authorized capital split to include preference shares, why was the information not included in the audited financial report, why there was no mention of it in the annual report to shareholders.
With the wider shareholding not being made aware of it and not a contracted party to it must approve the increase in share capital with the issue taking place after the public issue of shares have passed for several months.
According to the company’s prospectus, section 7 lists all material contracts, no contract to issue preference shares is listed. Secondly, the reference to the share capital makes no mention of any other shares to be issued other than the ordinary shares of the company.
The prospectus stated the following: material contracts, entered into in the ordinary course of business, have been entered into by the Company with the following persons (“counterparties”) in the 2 years preceding as at the date of this Prospectus:
The above list has no contract in connection with the issue of preference shares to shareholders prior to the IPO.
The audited financial stated about Borrowings – “Shareholders’ loans: The principal balances represent loans from shareholders including US$741,248 (2017: US$742,515) of which US$716,560 was used for the purchasing of the land used for development (see Note 5). There are no set terms of repayment, however management does not anticipate repayment within the next twelve months as the loans are subordinated to the bank loans. No interest was charged on loans during the year as the shareholders agreed to waive such charges. Up to 2017 interest was charged at a rate of 4% and 15% per annum on the US dollar and Jamaican dollar loans, respectively.”
The note in the audited accounts to share capital states: “During the year ended March 31, 2017, interest payable on shareholders’ loans totaling $50 million, were converted to ordinary share capital. The 9,800 ordinary shares at no par value were allocated to the shareholders in the proportions of their shareholdings at that date. (13.2) During the year, the authourised ordinary share capital was increased to 1,000,000 ordinary shares by an ordinary resolution dated November 27, 2017. By an ordinary resolution of the same date each of the 1,000,000 ordinary shares were split into 1,000 ordinary shares such that the authourised ordinary share capital was increased to 1,000,000,000 ordinary shares. Further, by an ordinary resolution dated November 28, 2017 the 10,000 shareholdings of shareholders on register at November 27, 2017 were split such that their holdings of ordinary shares became 10,000,000 ordinary shares. Additionally, the shareholders who were allocated the 9,800 available shares at March 31, 2017, were further allocated 314,848,485 ordinary shares for the consideration of $50 million of interest converted to capital on March 31, 2017. (13.3) On December 7, 2017 the company made an offer for subscription to the public (IPO), of 160,000,000 of its ordinary shares at a price of $2.50 per share through the Junior Market of the Jamaica Stock Exchange (JSE). The company was officially registered on the Junior Stock Market on December 21, 2017. Total cost of the IPO of $30.848 million has been off-set against the issued share capital.”
“The company has one class of ordinary shares which carry no right to fixed income.”
The company released its annual report without a line mentioning the resolution to convert the loans to preference shares. The prospectus does not state it as a contractual obligation as such the prospectus that has become the legal document containing the contracts terms and obligations of all shareholders as of December must be honoured. It did not report the issue of any new shares accordingly, the additional shares are improperly issued and is a variance with the terms of the public offer.
IC raised this matter after the company released the first quarter results, we again raise the above in the interest of the integrity of the market. We now over pass this over to the JSE and the FSC to follow up.

Investors shun Junior stocks for the oldsters

Black Panther mash up Palace bottom-line with a huge increase in profit that pushed to stock to no 1 for 2018 in the main market.

Investors shunned Junior Market stocks in 2018 for the older more established Main market stocks. At least that is what the data from the exchange is showing.
According to the Jamaica Stock Exchange report of trading to the end of July, volume and value on the main market is up while that on the junior market is well down on 2017 figures, even as the gains in the overall market shows juniors up 14 percent for the year to the end of July and 9 percent for the main market.
Junior Market volume is down year to July by a stunning 69 percent to 571 million units while the value fell 64 percent to $2.69 billion, less than half of the $6.6 billion traded for all of 2017. In contrast main market stocks traded 1.57 billion units, up 28.5 percent over 2017, for a total value of $32 billion, a strong 79.4 percent increase over 2017 and just shy of the $35.7 million traded for all of 2017.
The big winners for the year to July are, Palace with an increase of 154 percent, that was helped by the huge success of the Black Panther film that ran for several months, Pulse Investments up 67 percent, Kingston Wharves 60 percent, Jamaica Broilers 45 percent and Salada Foods 41 percent, as investors responded to improved profit. In the Junior Market, C2W Music and Derrimon Trading beat all others by huge margins, rising 233 percent after it announced a 10 to 1 stock split and 197 percent respectively. Express Catering climbed 86 percent, Stationery and Office Supplies up 65 percent and CAC 2000 up 51 percent.
The big losers in the main market are, Ciboney, having sold off the property it owned and paid out most of the proceeds as a dividend is down 68 percent, 138 Student Living fell 35 percent, Kingston Properties 31 percent, Wisynco Group 24 percent, Portland JSX 20 percent and in the Junior Market, GWEST Corporation down 36 percent, AMG Packaging 33 percent, tTech 23 percent, Knutsford Express 23 percent and Eppley 17 percent.

Junior Market jumps 47 points – Friday

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The Junior Market fell at the close of trading on Friday with 19 securities changing hands as the prices of 7 securities advanced, 5 declined and 7 remained unchanged as market Index jumped 46.58 points to 2,947.73.
Trading ended with an exchange of 2,462,706 units valued at $9,020,103 up sharply from 1,190,114 units valued at $4,531,582 on Thursday.
Market activity ended with an average of 129,616 units for an average of $474,742 compared to an average of 62,638 units for an average of $997,673 on Thursday. The average volume and value for the month to date, amounts to 266,611 units at $566,937 compared to 140,892 units at $573,523 on the prior trading day. March closed with an average of 149,999 units valued at $623,819, for each security traded.
 IC bid-offer Indicator|At the end of trading, the Investor’s Choice bid-offer indicator reading shows just 3 stocks ending with bids higher than the last selling prices and 6 with lower offers.
At the close of the market, Caribbean Cream ended trading 80 cents higher at $4.80, with 30,000 shares changing hands, Caribbean Producers rose 35 cents to close at $5, with 14,955 units, Consolidated Bakeries closed with a loss of 5 cents at $1.95, trading 542 shares, Derrimon Trading concluded trading 10 cents higher at $9.50, with 40,270 shares, Elite Diagnostic settled with a loss of 5 cents at $3.15, exchanging 129,503 units. FosRich Group fell 14 cents to $2.41, with 13,924 shares, General Accident closed with a loss of 14 cents at $3.01, with 4,967 stock units trading, GWest Corporation ended at $2.50, with 9,050 units, Honey Bun concluded trading 15 cents higher at $4.60, with 86,460 shares. Iron Rock finished at $3, with 200,000 shares, ISP Finance settled 1 cent higher at $15.01, with 30,000 shares, Jetcon Corporation traded 25 cents higher at $4.50, with 131,031 units, KLE Group closed at $2.45, with 3,383 shares. Lasco Distributors concluded trading 13 cents higher at $4.15, with 147,874 stock units, Lasco Financial finished at $5.20, with 194,766 units, Lasco Manufacturing closed at $4, with 126,625 shares, Stationery and Office closed at $5.90, with 231,203 units and tTech concluded trading with a loss of 28 cents at $5.50, as 68,153 shares traded. In the junior market preference segment, newly listed Derrimon Trading 9% preference share closed at $2, with 1,000,000 stock units changing hands.
Prices of securities trading for the day are those at which the last trade took place.

Junior Market jumps 59 points

Eppley traded 10 million of the 12 million shares to trade on Wednesday with the market index jumping 58.96 points to 2753.77 as 22 securities up from 19 on Friday.
By the close, the prices of 10 stocks rose 5 fell with 7 remaining unchanged as FosRich traded at an intraday high and GWest traded at record closing price of $3.75.
Trading on the Junior Market of the Jamaica Stock Exchange ended on Wednesday with 12,129,589 units valued at $129,945,470 changing hands compared to 8,996,675 units valued at $33,076,071 on Friday.
Trading ended with an average of 551,345 units for an average of $5,906,612 in contrast to 473,509 units for an average of $1,740,846 on Friday. The average volume and value for the month to date, amounts to units 528,301 valued at $2,651,778 and previously 561,932 valued at $2,583,423. In contrast, November closed with average of 107,477 units valued at $545,989 for each security traded.
IC bid-offer Indicator| At the end of trading, the Investor’s Choice bid-offer indicator reading shows 6 stocks ending with bids higher than the last selling prices and 2 with lower offers.
At the close of the market, AMG Packaging ended 1 cent higher at $3, with 67,800 stock units, Cargo Handlers ended trading at $10.90, with 122,297 stock units, Caribbean Cream traded $1.20 higher at $6, with 21,781 units changing hands, Caribbean Producers closed at $4, with 11,843 shares, Consolidated Bakeries ended at $1.80, with 27,518 stock units. Dolphin Cove finished with a loss of 1 cent at $16.99, with 50,000 shares, Eppley settled 25 cents higher at $12, with 10,002,150 shares, Express Catering ended trading with a loss of 10 cents at $4.30, with 141,000 stock units, FosRich Group traded 311,953 shares and lost 4 cents to close at cents to end at $3.45, after trading at an intraday high of $3.55, General Accident traded with a loss of 25 cents at $2.75, with 272,416 units. GWest Corporation gained 45 cents in trading 265,396 shares and ended at a record close of $3.75, Jamaican Teas concluded trading 3 cents higher at $3.70, with 380 units, Jetcon Corporation finished with a loss of 30 cents at $4.40, with 36,924 shares, KLE Group ended trading at $2.50, with 6,787 stock units, Knutsford Express traded 20 cents higher at $15, with 6,300 units. Lasco Distributors finished trading at $3.99, with 416,117 shares, Lasco Financial closed 13 cents higher at $5.18, with 3,327 shares, Lasco Manufacturing ended 33 cents higher at $3.93, with 972 stock units, Main Event concluded trading 72 cents higher at $6, with 1,850 units. Paramount Trading settled at $3, with 2,410 shares, Stationery and Office ended trading at $4.90, with 200,281 stock units and tTech jumped $1.60 to $7, trading 160,087 shares.

Prices of securities trading for the day are those at which the last trade took place.

General public oversubscribed GWest 100%

GWest complex in Montego Bay,

Montego By based GWest Corporation’s Initial Public Offer of 169,689,500 shares, closed on the opening day, December 7, was oversubscribed by 41.3 percent, but the oversubscription by the general public exceeded 100 percent.
The level of oversubscription by the general public is amazing for company that is its infancy and generating a loss in its current fiscal year, with limited data on which to judge future earnings. Details of the level of subscription for the IPO was released by the broker for the issue, JMMB Securities.
Applications totaling 1334, were received for shares valued at $599,310,000. All the shares that were reserved were fully taken up, while General Public for which 69.7 million shares at $2.50 each, were available to purchase, received the first 10,000 shares applied for and 45.941 percent of the balance.

Dr. Konrad Kirlew, chairman of GWest.

GWest made a loss of $29 million in the six months to September this year and for the full year to March 2018, a loss of $111 million is projected, and is estimated to swing sharply to a profit of $166 million in 2019 and $388 million in 2020 as revenues rise from an estimated $158 million in 2018 to $803 million in 2019 to $1.2 billion in 2020. The shares are slated to be listed on the Junior Market of the Jamaica Stock Exchange.
Elsewhere, IC gathers that VM Investments received applications in the range of more than 3,000, but less than 5,000, with the basis of allocation to be considered by the board on Thursday.

VM Investments 2 times over

Yet another Initial Public Offering crossed the line with demand exceeding supply as the latest issue by VM Investments to raise just under $700 million, has been oversubscribed and closed at the end on Tuesday.
“We were heartened by the overwhelming confidence demonstrated by Members of the Victoria Mutual family and the wider public. We closed today with subscriptions in excess of $2 Billion for the $689,261,487 offer” Devon Barrett, Victoria Mutual Group’s Chief Investment Officer said.
Barrett went on to say “we believe this augurs well for Jamaica’s economic growth and look forward to contributing to this growth by providing financing solutions for small and medium-sized entities in Jamaica. Details on the basis for allocation will be communicated to the Jamaica Stock Exchange in a subsequent advisory.”

Devon Barrett CEO of VMIL addressing invitees at the formal announcement of the IPO

A total of 225,003,750 Ordinary Shares in the Offer are initially reserved for staff and customers of the VMBS Group at discounts from $2.08 to $2.33 each and 75 million for the general public at $2.45 each. The offer which opens on December 11, was scheduled to close on December 18.
The company reported profit after taxes of $326 million, surpassing the $310 million made in 2015 and up to September profit of $273 million was achieved putting in on track for $360 for the year or 30 cents per share with PE ratio of 8, which is well below the average of the market 14.
Last week, FosRich and GWest closed with the issue oversubscribed and Wisynco closed with over $17 billion chasing a little more than $6 billion that was sought. Reports are that the Wisynco offer was heavily subscribed to by institutional investors.

GWest Oversubscribed

GWest complex in Montego Bay,

The Initial Public Offering of 170 million shares by Gwest Corporation is oversubscribed with the offer closed at 4:30 pm on Thursday, December 7, the broker JMMB Securities advised the Jamaica Stock Exchange.
The offer was for 169.7 million shares at $2.50 each. The offer opened on December 7 and was scheduled to close on December 21.
GWest offer included 36,000,000 Shares reserved for the lead broker, JMMB Securities or its clients, 64,000,000 Shares were reserved for Jamaica Money Market Brokers’ Pension and Client Funds Investment Management Unit, 19,400,000 Shares for GWest clients and suppliers and 600,000 Shares for independent directors, the Mentor and employees of the Company and 69.7 million shares for the general public.
Word reaching IC is that the offer for Wisynco Group has so far attracted around $18 billion in subscriptions but the principals want to have the widest distribution of shareholders possible, hence the continuing opening of the issue.
The GWest shares will be listed on the Junior Market of the Jamaica Stock Exchange.