Acorn Growth Share Discussion Threads

[yogaboy] 29/9/2016 19:12

The notion that there is an unspecified deal just around the corner appears to be at odds with the statement that the Offer will remain open for 11 months.I just don't get it. If there is a deal about to be struck, which requires funding, then announce it and raise funds for it. They are asking investors to stump up £10million without saying what they are going to do with it. Who is going to buy the Offer shares under those terms?

[polly65] 29/9/2016 19:11

Correct me if Im wrong hedgehog, upon receipt of £13.6M in addition to to the existing £1.1M, would that not make Acorn Growth in an excellent position to seek additional funds through loans and long term financing instrumentals for larger than expected RTOs?

Regarding the additional 66M shares, it seems to me that the new acquirers are coming along with a good level of support. My reasoning being the structure of the majority owners as set out by the prospectus. It is reminiscent of substantially sized companies. But i suppose all we can do is speculate!!

[hedgehog 100] 29/9/2016 18:50

Some extracts from ACO's prospectus yesterday:

"… This Document comprises a prospectus relating to Acorn Growth Plc, …

It is expected that the admission of the Ordinary Shares being issued pursuant to the Initial Issue will become effective, and that dealings in those Ordinary Shares will commence at 8.00 a.m. on 3 October 2016, and in respect of the Offer Ordinary Shares within two business days of allotment.

There is no minimum subscription under the Offer and the Offer is not underwritten. Accordingly, Ordinary Shares validly applied for under the Offer will be issued within two business days of receipt thereof and admission of and dealing in such shares is expected to be within two business days of allotment. …

ACORN GROWTH PLC
(registered in England and Wales under the Companies Act 2006 with number 07892904)
Issue of up to 83,184,445 Ordinary Shares at an issue price of £0.15 per Ordinary Share, comprising an Initial Issue of 16,517,778 Ordinary Shares and a further offer of up to 66,666,667 Ordinary Shares …

The Company proposes to raise up to £12,477,666.70 overall, having raised £2,477,666.70 in the Initial Issue and proposes to raise up to £10,000,000 through the Offer. The estimated net proceeds of the Initial Issue and the Offer, post expenses, assuming the Offer is fully subscribed, are approximately £12,417,600.

The total costs of the Initial Issue and the Offer payable by the Company are
estimated to be approximately £60,000 (inclusive of irrecoverable VAT). …

Ordinary Shares are being issued at 15p per Ordinary Share. Completion of the allotment and issue of the Initial Issue Ordinary Shares, is conditional upon the Ordinary Shares being admitted to trading, expected to take place at 8.00am on 3 October 2016.

The Offer will be open for eleven months and two weeks following the date of this document, unless the Directors, at their discretion, determine to close it at an earlier date.

It is expected that admission will become effective and that unconditional dealings will commence on the London Stock Exchange at 8.00 a.m. on 3 October 2016 in the case of the Initial Issue Ordinary Shares and within two business days of allotment in respect of the Offer Ordinary Shares. …

28 September 2016 …"




Assuming full subscription, ACO will have about £13.6M. cash, less spending since 31st. March.

That would be a huge amount for a shell.

[hedgehog 100] 29/9/2016 18:06

YB,

It's hard to believe that recent ACO newsflow would have happened unless a specific deal is on the table here.

Not just the fundraisings - especially their level & price - but also ACO's statement in its July final results:
"Whilst we have not concluded a transaction during the year we are very hopeful of doing so in the near future."

Combined with the imminent resignation of ACO's existing directors.

'Sailing close to the wind' is subjective, but as long as you're not in the wind it would be deemed acceptable.

[yogaboy] 29/9/2016 17:18

I'm cautious here Hedgehog, there's a big piece of the jigsaw mysteriously absent. Yes things are moving rapidly, but let's not get carried away with hyperbole yet.

The Initial Issue (16.5m shares) is fully covered, coming under the conditional contract now that the conditions have been satisfied.

The Offer Issue is inviting a further £10m of investment in 66.7m shares @15p. But what's the deal?

"The Company proposes to utilise the net proceeds of the Initial Issue and the Offer for general working capital purposes and to pursue its business strategy." That's it??

If there is a deal on the table, that some shareholders know about but others don't, they'll be sailing very close to the wind. If there isn't, then why would anyone buy the Offer Issue?

[hedgehog 100] 29/9/2016 15:46

Exciting stuff!

Things are moving rapidly, and we could be looking at something quite enormous here.

Polly and others, I am more positive than ever.

[cufes2] 29/9/2016 08:33

These things take time and need to go through a structured process IMHO . . .

[yogaboy] 29/9/2016 08:30

Indeed. So where's the deal?

[cufes2] 29/9/2016 08:10

Really . . . Then why have new shareholders come in at 15p with such a premium to the share price at the time of the anouncement . . . They didn't need to do that . . .

[yogaboy] 29/9/2016 07:41

Disappointing. Simple fundraising at 15p.

[cufes2] 29/9/2016 07:33

For the new open offer at 15p to succeed one would think they need to move the current share price up in some way such as identifying a suitable target in order to make it attractive . . . and/or new shareholders are going to buy in significant size and would need to do so off market through the open offer . . .

[yogaboy] 29/9/2016 07:29

That's better, the link's been updated.

[cufes2] 29/9/2016 07:25

Looking to raise a further £10m at 15p a share . . .

[yogaboy] 29/9/2016 00:34

Oops the only prospectus available at the url given is from 2012.

[drradcliffe] 27/9/2016 23:31

We are in due course.

[polly65] 27/9/2016 22:51

Also are we anticipating a prospectus and circular since the resolutions have all been passed?

[polly65] 27/9/2016 20:24

Hedgehog,

There seems to be quite a bit of selling considering the resolutions have all passed. Now the name has changed can we safely say the exchange has taken place? Also the issuance of 100million shares clearly means there must be a project ready for an RTO. What is your take on what has been happening?

[hedgehog 100] 27/9/2016 18:45

This new ACO thread has been created to reflect its change of name today and broadened focus.

For reference purposes, here is a link to the old thread, which contains some useful information:

"Acorn Minerals: Mining-Energy Shell"

[hedgehog 100] 27/9/2016 18:41

Please note a new ACO thread to reflect the change of name and broadened focus:

"Acorn Growth: A Potential Oak"

[hedgehog 100] 27/9/2016 18:32

"Acorn Growth plc is a newly-established company incorporated under the laws of England and Wales.

Acorn Growth plc was admitted to the Standard List of the LSE in October 2012, the Directors of the Company intend to pursue investment opportunities in the mining, minerals & energy sectors, with consideration given to both conventional and alternative energy projects as well as mining & energy infrastructure projects.

It is envisaged that the company or project acquired for the acquisition will have an enterprise value up to £50 million.

Following completion of the acquisition, the Company’s business model will be to run the acquired company or project, making any necessary operational or structural changes in order to generate value for shareholders over the medium term.

The Company initially intends to acquire one company or project only but will review on an ongoing basis whether it is in the interests of the company or project acquired to pursue any add-on acquisitions or projects."




03/08/2016 14:30 UKREG Acorn Minerals PLC Subscription

"The Company is pleased to announce that it has entered into conditional agreements with a group of unconnected investors introduced by Peterhouse Corporate Finance, pursuant to which such investors will subscribe in cash for 16,517,778 new ordinary shares in the capital of the Company (Subscription Shares) at 15p per share (Subscription Price) to raise gross proceeds of GBP2,477,666.70 (Subscriptions).

On issue, the Subscription Shares will represent 53.62% of the issued share capital as enlarged by the Subscription Shares.

The Subscription Price stands at a 71.43% premium to the closing middle market price of an ordinary share in the capital of the Company on 2 August 2016, being the latest practical date before the date of this announcement.

Completion is scheduled to take place on or before 30 September 2016 or such later date as the parties may agree. On completion the existing directors will resign and be replaced by directors nominated by the investors.

Completion of the Subscriptions is conditional upon:

-- evidence satisfactory to the investors as to the passage of resolutions at a general meeting of the Company to authorise the allotment and issue of the Subscription Shares;

-- evidence satisfactory to the investors of a prospectus relating to the issue of the Subscription Shares having been approved by the FCA; and

-- aggregate subscription monies being received by of not less than GBP2,477,666.70 (such sum having been deposited prior to exchange of the subscription agreements).

Further details will be provided in due course in a shareholder circular and in the prospectus."




"LETTER TO SHAREHOLDERS
AND NOTICE OF ANNUAL GENERAL MEETING"

"... Date: 1 September 2016

To: holders of Ordinary Shares

Dear Shareholder

I am pleased to invite you to this year’s annual general meeting (AGM). The AGM will be held at 1.00p.m. on Monday 26 September 2016 at the offices of Fladgate LLP, 16 Great Queen Street, London WC2B 5DG. Full details of the resolutions of the meeting and how to attend are set out in the attached Notice of AGM.

This year, in addition to the resolutions that have been proposed to approve the accounts and the directors’ remuneration report; re-elect a director retiring by rotation; and reappoint the Company’s auditors and authorise the directors to fix their remuneration, the Company proposes a number of additional resolutions designed to allow the Company to broaden its strategy, as follows:

1. Sector focus and change of name

The profile of the proposed target of the Company for its first acquisition has, to date, been a company, business or project in, but not limited to, the mining and minerals sectors. The board now considers it appropriate for the Company to broaden its focus to include targets in energy, infrastructure and real estate in addition to the mining and minerals sectors. Accordingly, pursuant to Resolution 6 as set out in the Notice of AGM, it is proposed that the Company now adopt a wider sector focus, and pursuant to Resolution 7, change its name to a name that more fully and accurately reflects such broader strategy, namely “Acorn Growth plc.”

2. Share authorities

As announced by the Company on 3 August 2016, the Company has entered into subscription agreements with a number of investors pursuant to which it is proposed that 16,517,778 ordinary shares of 2p each in the capital of the Company (Ordinary Shares) be issued to such investors at 15p per share (Subscription Agreements).

The Subscription Agreements contain a number of conditions, including the passing of the necessary authorities for the issue of the Ordinary Shares to the subscribers. Accordingly, the Company proposes to obtain authority from shareholders for the directors to allot and issue the relevant Ordinary Shares pursuant to the Subscription Agreements.

In addition, it is proposed that the directors now be granted greater flexibility to allot and issue Ordinary Shares whether for working capital purposes, as consideration for any acquisition made by the Company, or otherwise.

Accordingly, pursuant to Resolutions 5 and 8 as set out in the Notice of AGM, it is proposed that the directors of the Company be given authority to allot and issue a total of £2,000,000 in nominal value of Ordinary Shares, including the Ordinary Shares to be issued pursuant to the Subscription Agreements, and pre-emption be disapplied in respect of the same amount in nominal value of Ordinary Shares, representing, assuming all such shares are issued, and taking into account the 14,288,005 Ordinary Shares in the capital of the Company currently in issue, 87.5% of the issued share capital of the Company.

Your Directors are of the opinion that all resolutions which are to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and therefore unanimously recommend that you vote in favour of the resolutions, as they intend to do in respect of their own holdings in the Company, representing approximately 11.2% of the existing issued share capital.

Yours faithfully

Anthony Brennan
Executive Chairman ..."




Closing share price 27.9.16: 15.75p
Market: Main Market
Exchange market size 3,000

[hedgehog 100] 27/9/2016 18:11

ACO's website has been changed to incorporate the renaming, but little has changed, and an update to include the real estate sector hasn't been made:

"Acorn Growth plc is a newly-established company incorporated under the laws of England and Wales.

Acorn Growth plc was admitted to the Standard List of the LSE in October 2012, the Directors of the Company intend to pursue investment opportunities in the mining, minerals & energy sectors, with consideration given to both conventional and alternative energy projects as well as mining & energy infrastructure projects.

It is envisaged that the company or project acquired for the acquisition will have an enterprise value up to £50 million.

Following completion of the acquisition, the Company’s business model will be to run the acquired company or project, making any necessary operational or structural changes in order to generate value for shareholders over the medium term.

The Company initially intends to acquire one company or project only but will review on an ongoing basis whether it is in the interests of the company or project acquired to pursue any add-on acquisitions or projects."




It's also still using the old domain name, and the domain name AcornGrowth.com is for sale:

"AcornGrowth.com is for sale
Buy Now: $3795"



A positive spin on this is that a more significant change is imminent.

[hedgehog 100] 27/9/2016 17:56

27/09/2016 17:15 UKREG Acorn Minerals PLC Change of Name

"Further to the announcement made yesterday regarding shareholder approval at the Company's annual general meeting of the change of the Company's name, the Company is pleased to announce that its change of name from Acorn Minerals Plc to Acorn Growth plc has been registered at Companies House today, and is now effective."

[kemche] 27/9/2016 13:00

Now we await news that the money has been received and for the new board to show their hand - once installed.

[polly65] 27/9/2016 11:09

Does anyone know what will be the process now that the resolutions have all been passed? Is it normal that the share price isn't responding to the news?

[hedgehog 100] 23/9/2016 16:29

Well Polly, it was the same just before ACO's 3rd. August RNS, and look what happened.

It looks like investors have in general have positioned themselves earlier, rather than waiting until the last minute.