Harlequin currently owns 19.17% of ELM (as per latest investor presentation) and based on the prospectus released today Elemental currently has 315,663,391 shares on issue. From this Harlequin own approximately 60,512,672 shares which would entitle them to 10,085,445 shares (1 for 6) in the current capital raising. This equates to $1,815,380 which is extremely close to the $1,773,187 (pg25, financial report) mentioned below. However Harlequin has also agreed to sub-underwrite the offer for 5,000,000 shares (pg11, prospectus). So why would Harlequin loan ELM $1.77 million (unsecured and undrawn with no interest) to be offset against their sub-underwriting obligation if the maximum they can ever get in a shortfall situation is 5,000,000 which equates to $900,000? Where does the rest of this $1.77million go and why was it not announced to the shareholders before now? Further to this, Premier Capital Managers Ltd (who is this?) has agreed to sub-underwrite 30,555,555 shares on a priority basis with first rights on any shortfall (pg11, prospectus), which effectively wouldn't allow Harlequin any shortfall. So is this $1.77million loan from Harlequin an advance payment of their entitlement shares?
Radioactive, from how the prospectus reads Harlequin will still not own more than 20% as,
Their current shares (60.5million) + their full entitlement shares (10.1million) + their sub-underwriting shares (5million) = 75.5million shares.
Total shares on offer after capital raising = 368,273,956
Therefore 75.5/368.27 ~ 20% holding in ELM
(This is assuming they do not buy any more shares on-market, but even still the prospectus clearly states that no party can own more than 20% of the company as a result of the offer)
There is also a note on pg33 of the prospectus stating that John Sanders’ remuneration is US$156,000 (A$172,000) p/a which has previously never been disclosed.
