Apologies for this long winded post, hopefully not repeating myself too much!
I sense a slight change of narrative in this report. The focus has shifted to the financial stability of FMS which in itself is quite breathtaking considering the Directors have agreed to a loan of $32.9m with the majority of these funds no financial benefit to the Company or its development whatsoever
The buy back is to re purchase capital which shareholders have contributed over the years and generally do not want to sell. Ironically, many will however wish to participate in a Buy Back due to reduced liquidity and selling opportunities in a de listed Company
They have obviously continued with the amended loan agreement to cover all scenarios and in particular a $3m working capital injection (Note CEO states in other ann – whether De list proceeds or not)
The CEO in this report has highlighted the emphasis the Accountant has placed on the Going Concern comments (Note 2e) in their conclusion. Going concern comments are common in this type of Company which have no immediate income source and no Guarantee of becoming a viable operating business!!
The question is why in particular have the Accountant included this emphasis?
My thoughts would be that they were either asked specifically a question along those lines in which case they felt it necessary to emphasise it or they have particular concerns about the Company borrowing the proposed loan from PIO with no repayment source suggested and obvious inability to service.
The minutes of the meeting agreeing to a loan from PIO would be most interesting, in particular how Directors can possibly justify borrowing funds in this manner.
Funding the progression of a Company is usually done by way of equity raising for the very reason of inability to borrow on commercial terms, however borrowing to fund a buy back makes no sense at all.
It is replacing friendly equity with a commercial fixed term loan (and no stated source of repayment) (Obviously once a clear path to development is established other financing opportunities will be considered and utilised)
This obviously begs the question why PIO would lend these funds on these terms. PIO has lent short term loans before with a guaranteed repayment from increased equity raising however this loan must now be on arms length commercial terms.
Note - the Takeovers panel obviously wanted any loan for this purpose to not involve an equity raising which resulted in increased ownership by our majority holder.
The TOV did not assess the merits of any loan as it is obviously not their role. An arms length loan on commercial terms would need to be assessed and justified by the borrower and lender.
There is no case for either party to enter this loan agreement!!
PIO’s only possible reason would be if the provision of this loan would assist their parent Company in the future?? Of course I am not privy to PIO’s balance sheet however an unsecured loan of over $30m to a Company with a stated doubtful (?) outlook is outlandish unless of course they have far more faith in our viability than our Directors do?
The report also reiterates the reasons they are proposing to de list, with an emphasis on liquidity and raising capital (stated a couple of times with different words) The cost argument is also mentioned however is quite ludicrous and can be discounted considering the cost to de list (Including loan) and the large amounts of money this Company pays to directors and to BBIG for tenement services!!!
It is self evident that both liquidity and capital requirements will be easily rectified once the Company confirms the viability of PIOP and a proposed infrastructure solution.
I have never heard of a Company which has a viable development proposal finding it harder to raise capital in open markets as opposed to an unlisted environment. The only ones who may be reluctant to invest in a public Company would be those that do not want to operate in the full scrutiny of a public listing! To suggest that a De Listing will solve liquidity and capital requirements is laughable.
It still seems likely to me (been wrong plenty times!) that they will not proceed (or won’t get approval) for a De List and they have already flagged they will need to raise more capital over and above the $3m proposed as part of the loan. I have little doubt that a larger CR will test the resolve of all (as some confidence no doubt shaken!!), however it may also be the catalyst to finally get a completed BFS (after how many times funded and how many other “studies”which should not then be open to the type of conjecture we keep hearing.
As I have stated many times, lack of support by minority holders in a CR opens the door for the Company to consider other ways to fund!!
FMS is no different to many other Companies trying to justify and develop mining tenements except that we obviously have a divided share register which results in the Company getting bogged down in issues such as Company listing for what appear illogical reasons. I think that minority holders want the Directors to progress the development of Flinders assets, including being open to alternate infrastructure options.
Promoting those assets for what we actually know is there, is also part of this process and would absolutely assist in a desire for more liquidity and open up further capital opportunities!!
All of the above is my opinion only and no advice or inferences are intended…………..
