We find a few amusing announcements when we trawl through the ASX looking for opportunities, and we thought we'd share this announcement by plastics company Millepede International (MPD) which has staked an early claim for the prize of most needlessly convoluted corporate transaction of 2012.
Millipede is to acquire Agline Pastoral, a Protein based intensive farming operation, by issuing 1.585 billion new fully paid shares (Millepede currently has only 273.8 million on issue). Prior to acquisition however, both Agline and Millepede intend to raise funds by issuing convertible notes.
Millipede will issue a note that converts into Millepede shares at 0.4c per share, but upon conversion each noteholder also receives a free attaching option with a strike price 0.5c expiring 15 February 2013.
The Agline notes will convert into Millepede shares at 0.2c per share, and once the transaction is complete a further 300 million shares will be issued to Silver Jubilee Overseas Inc. and Renalin Ltd as a kickback for services and advice relating to the acquisition. Finally to clean things up a twenty for one consolidation will occur if the share price trades at less than 20c after the transaction.
Confused? You're probably not the only one. Existing Millipede shareholders are likely to own only 10% of the new capital structure. We've seen a few capital raisings with free attaching options of late and they are of course not really free, being paid for through the dilution of the upside potential in the ordinary shares. The sum of all interests in the company's capital must, after all, add to 100%.
Usually investors will value options based on the potential of the underlying stock, but it is important to understand when a large number of options are on issue there is a feedback effect in play - the existence of the options actually affects the stock. A good example of this is construction company VDM Group (VMG) which last November issued 1 free option for every 2 shares on issue at a strike price of 5c.
If you were considering investing in the ordinary stock you need to consider that if the stock trades above 5c when the options expire in November 2013, the option owners are going to obtain one third of your equity at a bargain price. You need to adjust what you are willing to pay for the stock accordingly.
These free options are really an excuse for investment bankers to justify their fees and an attempt by unscrupulous management to boost the morale of shareholders who are naive enough to fall for it. ASIC should take a close look at this sort of nonsense as it is designed to mislead the investing public.