Pressure Technologies Share Discussion Threads

[cerrito] 03/5/2019 10:16

letter sent to CFO
Cantors would not give email address; both of them were on a conference call and said they will ring back.
quote
Dear Joanna
We have met at your AGMs which I have been to over the last 4/5 years,
I need to say that I am disappointed with the way that the news management of the above has been handled. On the bulletin boards I have been alerted to the Material Change report of April 11 issued by Creation Capital Corp. I note in Para 5.1 under the description of the Share Purchase Agreement, the amount of cash to be paid differs from the £5m stated in your December 10 RNS-and in some eventualities the difference is quite big.
Given that you have a Nomad of the stature of Cantors, I can only assume that you are under no legal/market regulation obligation to inform the market of the apparent change in the nature of the deal.That said the fact that shareholders need to use so much legwork to find out what is going on does leave a nasty taste in the mouth.
I appreciate of course that matters may well be delicate as Creation have not met their aspiration to have their funding closed by the end of April.Nevertheless I would encourage you to review with Cantors(who are not copied as I cannot get their email address) having the level of transparent news management that rightly or wrongly I expect of institutions of your calibre.
Thanks and look forward to hearing from you.
Ps There seem to be two changes since December 10. The first is the cash upfront, which is not only key for the reason that PRES needs the cash but also the increased number of promissory notes increases the the credit risk to PRES.. The second is that the total amount appears to have gone down from £11.1m to £10.1m, which may be related to debt levels but on which an explanation is appropriate.

[cockerhoop] 02/5/2019 21:08

I think the £1m reduction in price relates to the Greenlane balance sheet at the lock date in Feb. So Greenlane will probably take a £1m of debt across to the new entity. Thus reducing PRES debt by a similar amount.

[cerrito] 02/5/2019 20:43

My reading is that in December the total to be received in cash, shares and promissory notes was £11.1 and now per the April Material change document is £10.1m
Someone please confirm my understanding asap so I can write to the company
Thanks

[lucicavi] 02/5/2019 07:26

jeevsje1 May '19 - 12:57 - 1926 of 1931
0 0 0
Looking at the past documents and concentrating on the initial payment at close of transaction (completion):

In Dec, PRES announced that they will get £5.0 million payable in cash on Completion.
However, based on documentation from Creation Capital, it appears that PRES will get:
"cash consideration equal to the lesser of (i) £4.0 million and (ii) the net proceeds of the Concurrent Financing (as defined below) less $3.5 million, provided that such cash consideration will in no event be less than £1.2 million (the “Cash Consideration”);"

So basically, everything is dependent on the equity raise at Creation Capital. If they cannot raise enough, the initial payment that PRES receive could be significantly lower than the £5.0million we were told in December. I would say the initial cash payment is very important, considering the debt they are carrying.

I think it is only fair that PRES should have informed the market of this.





Market will not react well

[evoque92] 02/5/2019 07:24

Would the company have not had to update the market if outcome looked likely to be materially different from last update ? Would the NOMAD not be advising them on this ?

[jeevsje] 01/5/2019 22:49

Even more discrepancy from the Dec announcement:

"Creation Capital intends to raise C$12.0 million by way of a private placement ("Private Placement") in order to, inter alia, fund the purchase of Greenlane and to fund its ongoing working capital requirements."

So, we started with 12million, followed by a minimum of 10million, followed by a minimum of 6million.

All this time, PRES does not even bother to update the shareholders as to how much they are likely to receive initially. Not a nice way of treating shareholders.

[webpax] 01/5/2019 16:53

On 28th January Creation Capital said "In connection with the Acquisition, the Company plans to close a brokered private placement of its shares for minimum gross proceeds of $10.0 million".
On April 17th it said "...minimum gross proceeds of $6 million"
So it looks like they've had to scale back their fundraise.

[jeevsje] 01/5/2019 15:59

I tried calling the NOMAD around lunchtime before posting. Could not get past receptionist and was told the person was busy. I was asked to call later but could not be bothered. I shouldn't be doing the homework for them.

[cerrito] 01/5/2019 15:04

jeevsje
Thanks for doing that legwork
You are correct that the initial cash consideration is key and there seems to be a discrepancy as to what PRES have said in a public document and what Creation Capital have said.
Are you up for going to the NOMAD on this for their comment given that we expect transparency both from a NOMAD of Cantor#s ilk and indeed the company and sharing the result??

[jeevsje] 01/5/2019 12:57

Looking at the past documents and concentrating on the initial payment at close of transaction (completion):

In Dec, PRES announced that they will get £5.0 million payable in cash on Completion.
However, based on documentation from Creation Capital, it appears that PRES will get:
"cash consideration equal to the lesser of (i) £4.0 million and (ii) the net proceeds of the Concurrent Financing (as defined below) less $3.5 million, provided that such cash consideration will in no event be less than £1.2 million (the “Cash Consideration”);"

So basically, everything is dependent on the equity raise at Creation Capital. If they cannot raise enough, the initial payment that PRES receive could be significantly lower than the £5.0million we were told in December. I would say the initial cash payment is very important, considering the debt they are carrying.

I think it is only fair that PRES should have informed the market of this.

[jeevsje] 01/5/2019 10:31

Going through the Creation Corp document again (published 17th April), the transaction should have closed already. I strongly believe the up-front payment from them is critical to shore up the balance sheet but it now appears that the up-front payment may be less than previous announcement.

[fillipe] 01/5/2019 09:47

Obviously the new situation is being much appreciated..... it's also good to see the ask now having three digits, again.

[jeevsje] 01/5/2019 08:48

Looking very positive for Greenlane (we retain an interest even after the sale):

"In addition, Creation Capital announced that Greenlane Biogas North America Ltd., a wholly owned subsidiary of the target of its Qualifying Transaction, PT Biogas Holdings Ltd. (“Greenlane221;), has signed a non-binding letter of intent (the “LOI”) with a major international energy and services company to jointly pursue, with other partners as required, its new build,own and operate business model with respect to renewable natural gas (“RNG”) opportunities.
Additionally, Greenlane is in the final stages of negotiating its first build, own and operate project based in North America.

“These two recent initiatives into the build, own and operate space are important steps for Greenlane”, said Wade Nesmith, CEO of Creation Capital. “While nothing has been finalized,these steps indicate both the quickly building interest in RNG of major gas traders and distributers and the willingness of very significant gas industry participants to partner with Greenlane, recognized as an experienced leader in the RNG space.

[jeevsje] 30/4/2019 22:16

Probably got them off City Financial. Must be quite a few waiting on sidelines for confirmation of City Financial going out before buying.

[cerrito] 30/4/2019 20:08

Market is for me right to welcome Gresham House

[jeevsje] 30/4/2019 07:20

Expecting some TR1s after yesterday's trades.

[jeevsje] 03/4/2019 20:29

Some more details on the transaction:

hxxps://www.investorx.ca/search/00045658/creation-capital-corp

[cerrito] 01/4/2019 20:15

I took the following from the Feb 1 RNS to mean that the whole thing would be done and dusted by now including the private placement and the TSX approval; I have no insight into the Canadian private placement market but my reading is that there has been no change/deterioration in the last few months so we just need patience.
This is what was said on Feb 1
quote
The transaction timetable is being actively managed and the Board now expects final closing of the transaction with approvals before the half-year end on 30 March 2019.
unquote

[jeevsje] 27/3/2019 08:02

I very much doubt the Greenlane transaction will go through. To be honest, i will be pleased with that since i was not overly impressed with the leadership team at Creation Capital. The main issue with Greenlane is the lumpy nature of the revenue stream and i still think we should find another buyer for it.
PS i would like to better understand all these Canadian connections, with even Connacord being based in Vancouver

[cerrito] 26/3/2019 19:44

Do not understand the Cannaccord holdings RNS of this afternoon as the AR says that as of November 12 they had 8.02pc and we have had no subsequent RNS from them.
Anyway good they have almost finished.
We await Greenlane sales news.
Ps
Thanks for insights on Gresham House

[dangersimpson2] 26/3/2019 13:19

I have a lot of respect for Graham. Also met him at a sharesoc event and he has done exactly what he has said he would do at that time - re selling down IMImobile and buying back shares.

Also hold a few GHS shares given that they trade at at 25%+ discount to NAV and he has been one of the best performing fund managers over the last few years despite being in a widely hated area: small-cap value.

[cockerhoop] 26/3/2019 11:27

I've met Graham Bird at a Share Soc event - talked a decent game :-)

I also share a few of his unloved holdings.