Raven Prop P Discussion Threads

[gfrae] 20/5/2022 10:30

Yes, though Ordinary shareholders may not like the interest charge on late payments to the Preference, which seem punitive when it is beyond the control of the company.

[flyfisher] 20/5/2022 09:39

Yes gfrae, However, i don't see that as a problem, i guess most holders would prefer to keep hold of the assets and have the dividend deferred and roll up until it can be paid.

[gfrae] 20/5/2022 09:19

I think they also said that the 297.1 m Euro debt costing on average 4.9% could be exchanged into Rouble debt at any time.
42.8bn of Rouble debt capped at 9.2 % currently.
The problem is exchanging Roubles for Sterling.

[flyfisher] 19/5/2022 18:27

They also commented on £3.2m to be paid as directors options either in shares or cash.

They did comment that they can transfer and change currency within russia in order to service debt.

I only see this scheme as a solution for the j/v to be able to service its loans.

Is the put option matched with a call option, so that they can get the assets back if things return to normal ?

[flyfisher] 19/5/2022 17:02

They didn't say and their was no facility to ask questions.
I took it to be from the j/v's account.
How the j/v account has the cash balance for which they can take a scheduled payment is another question.

[stemis] 19/5/2022 14:08

My impression, from the audiocast, was that they had pre-paid the interest on the loan until 2023.

[zangdook] 19/5/2022 13:26

Thanks.
From the jv's account, or the company's?

[flyfisher] 19/5/2022 13:23

Zangdook, The j/v was covered at lightening speed. The loan is being serviced directly by vtb taking payments from the account, which has sufficient funds to last till 2023.

[zangdook] 19/5/2022 12:50

I don't suppose it's being uploaded somewhere for those of us who missed it. Were any questions asked about the joint venture?

[keith95] 19/5/2022 12:41

Muzerewa .... There was a presentation this morning at 11.00am by the directors on zoom.

This is a reminder that "Raven Property Group - Investor update" will begin in 1 hour on: Date Time: May 19, 2022 11:00 AM London

[muzerewa] 19/5/2022 12:33

As I understand it the immediate problem is Russian rule preventing Russian companies (SPV's) from dicharging liabilities or paying dividends (at least not via cross border cash payments) to shareholders/creditors in "unfriendly" countries. hxxps://www.ey.com/en_ru/tax/tax-alert/2022/05/ey-permission-is-required-for-profit-distribution-abroad-6-may-law-eng

Both Jersey, Raven Property's home jurisdiction, and Cyprus, jurisdiction of RRHCL, qualify as "unfriendly" for this purpose.

There's an exception for payments to entities under the control of persons from friendly countries where "control was established before 1 March 2022". I suppose this is the main reason behind the transfer of RRHCL into the ownership of Russian management. Trouble is, the latter transfer will take place after 1 March 2022, thus the exception will not apply. But maybe it'll be easier to seek special permission from Russian government to derogate from the rule. In any case it seems other investors, including in Russian real estate, have been able to sell out to local buyers, albeit at steep discounts, and I cannot see any reason in principle why Raven/RRHCL couldn't do similar.

[keith95] 19/5/2022 11:26

Anyway - having listened to the Raven broadcast this morning - all is not down and out by the looks, just yet.

The business is trading with 97% rents collected and with a shortage of storage space leading to premiums by the sounds of it.

Need this war to end ....

.. so not a write off yet .. scenarios not so bleak as seemed a month ago.

So in "no-person's land" for the forseeable.

We will see.

[keith95] 19/5/2022 11:22

... it is the case that some brokers will allow unlisted holdings, even in SIPP and ISAs MNG springs to mind - but II does not permit this .... and there is often a premium to hold such assets, in anycase.

I use the Evraz example because that de-merger would have led to sale of held shares on Moex by Interactive Investor in November this year .. but as it happens that delisting was cancelled in anycase.

Moreover, if one holds assets in de-listed companies - how does one find a buyer, while with assets held in a SIPP, one cannot simply transfer share certificates out because they need a valuation because withdrawals are regarded as income.

So it's both messy, difficult .. but I did eventually support the director proposals for the holding company because the small print of the notes mentioned an option for what looks something like a grey market in the shares ...

... although details are opaque on my reading.

[zangdook] 16/5/2022 00:58

"so as in Evraz, holders would have their share sold for them by Interactive Investor"

If a company delists, a nominee broker shouldn't sell the shares without being instructed to do so by the holder, even if they could. I've had delisted stocks (and never-listed stocks from demergers) sitting in nominee accounts with HL and iWeb for years. I also have stocks which delisted from London and listed on a foreign exchange which my broker doesn't trade. I could transfer them out to a broker which does, if I wanted to, but until now I've just left them sitting there; again it's been some years. If for some reason a broker won't allow you to keep them in your account and you don't transfer them to another broker, you're entitled to withdraw them in certificated form. They can't just sell them without your permission.

[keith95] 16/5/2022 00:12

"Why would shareholders be "obliged to sell" "at a nominal price" when the war ends?"

I wrote:

".. is no different to the re-listing of Evraz coal interests on Moex where holders were obliged to sell untradeable assets."

The obligation to sell depends upon the provider .. I hold RAVP shares in Interactive Investor, that has a large %age of RAVP stock across clients, that did not permit trading on MOEX even before Ukraine war .... so as in Evraz, holders would have their share sold for them by Interactive Investor.

Isee no reason why RAV was suspended from Moex .. MOEX back up and running now ... and from the circular:

"Similar suspensions applied to the
Company’s listings on TISE, JSE and MOEX"

JSE .. is South Africa and Neutral on Russias stance while Russia is Russia ...

So de-list from LSE TISE .... re-list those share elsewhere ....

... doesn't seem a rocket science solution.

[gfrae] 13/5/2022 14:42

See RNS of 6th of May on RAV.

[stemis] 13/5/2022 12:43

No, you have to send an email to [e-mail] registering for the event and presumably send any questions there, before tomorrow

[zangdook] 13/5/2022 12:36

Is there a link for the audiocast and for submitting questions? Sorry to be stupid, I can't find it.

[dandigirl] 13/5/2022 12:32

I will listen but they can't say anything more than is in the docs.

If the motion is defeated, I would expect the current status quo to continue i.e. rents paid, debts serviced therefrom, surpluses built up in the bank accounts of the subs mainly with Russian banks.

Of course, matters will deteriorate the longer this goes on. Leases will come to an end with it being unlikely that replacement lessees will be found paying the same rental. Banks foreclose, etc. But this will happen in any event.

I think it barmy that Western companies have just handed over billions of dollars of assets to Russia.

Sometimes it is better not to do anything than to do something.

Happy to hear the views of others.

[stemis] 13/5/2022 12:19

Ok, sent a follow up to the company re audiocast and have had a response saying confirmation and details will be sent in due course.

[stemis] 13/5/2022 12:00

Tbh I'm not really sure what would happen if they motion to delist the prefs was defeated.

I did send an email to register for the audiocast but have never had a response!

Edit: The audiocast is the 19th, it is questions by 14th.

[gfrae] 13/5/2022 11:44

Arn't you going to listen to the audiocast even to which you have to register before tomorrow ?

[dandigirl] 13/5/2022 11:04

FWIW and futile though it may be, having perused the docs again, we have voted against.

Just not comfortable with what is proposed.

[stemis] 12/5/2022 19:37

Should the company ever return to paying preference dividends...

"If all or any part of the Preference Dividend is in arrears, interest shall accrue on such unpaid sum at the rate of 15 per cent. per annum from the date upon which such arrears arise until the date of payment. In the event that the arrears of the Preference Dividend shall remain unpaid for six months then the rate at which interest will accrue on such arrears will from such time increase to the rate of 20 per cent. per annum"

[igbertsponk] 12/5/2022 17:04

12 May 2022

Raven Property Group Limited

(the "Company")

Preference Shares dividend

Further to the Company's announcement on 30 March 2022, the economic uncertainty surrounding its business in Russia caused by current sanctions and counter sanctions continues to severely limit the Company's ability to access funds from its Russian subsidiaries and to convert roubles into alternative currencies. The Company confirmed that payment of the preference share dividend for the period from 31 December 2021 up to, but excluding, 31 March 2022 ("March 2022 Preference Dividend") would not be made and accumulate in accordance with the terms of the instrument. The record date for such dividend was 18 February 2022 and in the event the Company is in a position to pay the March 2022 Preference Dividend (and any interest accrued thereon in accordance with the Company's articles of incorporation) it will be paid to the preference shareholders of the Company on the register on such record date.

In respect of future quarterly instalments of the preference share dividend, in light of the continued uncertainty, the Company does not currently anticipate paying any such future instalments of preference dividends. It will continue to monitor the situation and should the position change it will notify preference shareholders and where it expects to pay such preference dividends it will set out the record date for such dividend in any such notification. However, should the Company determine that it is in a position to resume paying preference dividends it will first pay the preference dividends which have been outstanding the longest (including any interest accrued thereon) starting with the March 2022 Preference Dividend.