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.

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.

Sygnus BUY RATED APO

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Sygnus Credit Investments public share offer that opened on December 18 is scheduled to close on Wednesday, December 23; the shares are attractively priced and should be eagerly taken up as investors traded the shares at $28 and 21 US cents in the last twelve months.
Sygnus is an international business company incorporated under the International Business Companies Act of Saint Lucia. It provides non-traditional financing to middle market businesses. The objective of SCI is to generate attractive risk adjusted returns with downside protection. SCI’s dividend policy is to pay out up to 85 percent of net income.
The company started operating successfully in 2017 in Jamaica, with its shares listed on the Jamaica Stock Exchange in 2018, after offering 90.9 million shares to the public that were fully taken up by investors.
Jamaican denominated shares were then priced at J$13.72 for each and 11 US cents for each US dollar denominated share to raise US$10 million. Investors put down more than $3.8 billion to purchase the shares and the issue was up-sized to US$20.3 million. The FSC has now placed an upward limit on the upsizing of IPOs to no more than 50 percent of the initial amount offered.
The company is now offering 196.4 million shares to the public to raise US$22 million or J$3.3 billion equivalent in an additional public offering. The offer may be upsized to US$32 million or J$4.8 billion. The issue is priced at $14.70 and 13 US cents per share for existing shareholders and team members. The shares are available to other investors at $16.30 and 14 US cents each. The stock last traded on the Jamaica Stock Exchange at $16 and 15.7 US cents. The Minimum Subscription is 1,000 Shares.
Sygnus provides funding to mid-market businesses across a wide cross section of industries including, Manufacturing, Distribution, Energy, Financial Services, Transportation and Infrastructure by way of Notes or bonds, asset-backed debt, preference shares, leveraged debt, bridge financing, mezzanine debt, subordinated debt and other structured private credit instruments.
Mezzanine financing is a hybrid of debt and equity financing that gives the lender the right to convert to an equity interest in the company in case of default, generally, after venture capital companies and other senior lenders are paid.
Sygnus states that its industry exposure is limited to a maximum of 35 percent with no more than 25 percent in any single company or group of companies. The typical tenor is up to 5 years, with a maximum of 7 years in exceptional cases.
All investments they are involved in must have a clear exit strategy, which must be covered by, at a minimum, repayment of debt, sale of position, or Initial Public Offering.
The funds raised are to take advantage of pipeline opportunities in high quality middle-market firms, the company states. Increase flexibility to expand origination in trade, acquisition and asset-backed finance and play a leading role in financing the recovery and growth of middle-market firms. Pay down US$10M bridge notes and allow for more efficient utilization of debt markets in the future that will lower cost and improve the company’s flexibility in funding clients’ demands. Optimize the use of leverage to drive the rate of return on equity expansion and enhance dividends.
The company reports that the average annual dividend yield is 5 percent on USD shares and 5.5 percent on Jamaican dollar shares based on the IPO price of the stock in 2018.
The company has US$62.3 million invested in 29 Portfolio Companies in September 2020, an increase of 117 percent over September 2019, with an outlay of US$29 million in 18 Portfolio Companies. The company has commitments amounting to US$8.7 million to fund.
Investments are within the Caribbean, with 50 percent in Jamaica, the Dutch Caribbean islands account for 17 percent and St Lucia 12 percent, with the rest spread over other countries in the region.
The Company’s portfolio of investments surpassed the US$50 million for the year to June 2020 while generating US$4.5 million in total investment income and US$1.97 million in net profits, 3.8 percent less than the prior year with US$2.05 million. First quarter results to September saw Net profits climbing 51 percent to US$798,000 as total investment income grew 19.8 percent to US$1.3 million and portfolio investments grew 117 percent to US$62.3 million.
Shares will be allotted on a first come, first served basis. In other words, the first set of applicants will get full allotment until all the shares are issued as such late applications may end up getting no shares.
ICInsider.com projects earnings of $1.80 per share for the current year to June 2021 based on the existing issued shares with a PE ratio of 9 and 12 for the US dollar issue. The company is poised for growth. The stock is undervalued and should be bought for growth and income; accordingly, it gets ICInsider.com BUY RATED accolade.

Key rights issue offers big upside

Existing Stockholders of Key Insurance will be given the right to apply for new shares in the company and have been provisionally allotted 259 new ordinary shares for every 500 existing ordinary shares at $3.50 each.
The offer is renounceable and will therefore allow existing Key shareholders to assign their rights to these shares, wholly or in part, to others. Shares not taken up will be available to shareholders who indicate they wish to acquire more new ordinary shares than their allotment.
The issue will open on December 23 and will close on January 11, 2021, with the last date to renounce the rights, being January 4, 2021.
The issue will raise approximately $670 million to boost the company’s equity base. In the offering circular dated December 11, Chairman of Key Insurance, GK Group CEO Don Wehby explained, “The capital the rights issue will raise will be critical to the implementation of Key’s vision and strategic plan, which focuses on achieving profitability targets and sustainable long-term growth, which in turn will provide an attractive return on investment to our shareholders. The Board is extremely optimistic about Key’s future, and we are confident that the management team is well positioned to maximise the Company’s full potential and shareholder value.”
In March this year, GraceKennedy Financial Group acquired 65 percent of the share capital of Key.
The Issue is one component of the overall strategy implemented by Key’s Board and management team in 2020 geared towards strengthening the Company’s capital base so as to ensure regulatory compliance and future growth. Key has also entered into an agreement for the divestment of its investment property located at 18-22 Knutsford Boulevard. The sale of the property will be completed in the first quarter of 2021.
The company reported a small profit for the September quarter of $5 million from net premium income of $204 million but reported a loss of $538 million before tax credit of $180 million for the year to September. The year to date loss. includes a one-off charge of $323 million against profit.
The offer is underwritten by GK Capital Management. The stock’s last trade on Wednesday was $8.40, giving shareholders a big incentive to purchase.
This issue is the third to come to the market at the same time. Sygnus Credit Investments Additional Public Offer (APO) to open on December 18 and closes on December 23 to raise upwards of US$10 million while Derrimon Trading APO opens and closes in January to raise $3.50 billion.

Virtues & pitfalls of OPAs & stock splits

A reader of IC Insider.com asks the following question. In general, based on what l have read, listed companies can raise capital faster than getting a loan. I think there is a risk for the company that the Additional Public Offer (APO) can be undersubscribed. What are other ways APOs may hurt the company?
An APO is just like an IPO but it is usually better as the former is already listed and has followers and a wide number of shareholders who are familiar with the company’s history of management and financial wellbeing.
Shares issued to the public can be undersubscribed if the pricing is out of line with investors’ expectations or if market conditions change adversely after the issue opens. Bear in mind that the management and their Broker would get a sense from the market whether the issue will be taken up or not.  Brokers will usually do roadshows to pitch an issue or get feedback from their clients before pricing and going to market with the issue. At least with an APO, the market has already determined the value investors place on the company so pricing is easier than for an IPO that has to be priced off the indicative market valuation.
One more question? if there’s a stock split after an APO ( thinking of PanJam), might it be better to buy shares after the APO as they could buy more shares for less money, is my understanding correct?
Stock splits tend to cause the stock price to rise because the news of the split and the lower share price stimulate short-term interest and if investors wait until after the split they are likely to pay more for the stock in real terms. In the case of PanJam buying in the APO could be the best bet. It, however, depends on the timing of the split as well as that of the APO. The odds are that the split would take place before the APO and if history is anything to go by the stock price will rise and result in a higher APO price than the price before the split. Buying the stock now before the announced stock split may be the better move.