 "Aura Renewable Acquisitions "very hopeful" of making a transaction this year
Tom Warner
10:07 Wed 19 Apr 2023
Aura Renewable Acquisitions PLC (LSE:ARA) non-executive Chairman John Croft speaks to Thomas Warner from Proactive following the release of the main market listed SPAC's maiden results.
Aura aims to acquire businesses in the renewable sector, particularly in energy storage and battery technologies. The company was set up in 2021 and has been actively looking for potential opportunities, despite the challenges in the capital markets in 2022.
Croft says that he's "very hopeful" of making a transaction this year and expresses optimistim about the opportunities in the renewable sector."
A very bullish and confidence-inspiring interview, and the 'transaction this year' optimism suggests that they have identified multiple attractive RTO targets.
Moreover, to complete a RTO transaction this year, you would really need to sign heads of terms in H1, to allow time for more detailed preparations, including prospectus preparation and FCA approval of.
So a deal could potentially be imminent.
Aura Renewable Acquisitions (ARA) 5p Market cap. £525k. Cash c. £800K. |
I wonder will this one follow CRH and move its listing. |
Very quiet thread - Does not appear to be either a value company not a fantastic growth company. Dividend yield too low - p/e too high - Growth nothing to shout about.
Current yield on Sterling MM - 3.47% and on USD $ 4.20% |
A company that is making a new mark for itself in America:-
Newmark Security (NWT) 46p Market cap. £4.31M.
NWT's Grosvenor Technology subsidiary looks perfectly ripe for spinning-out as an independent listed company.
This should be comparatively simple to do, and indeed GT already has its own independent website (as indeed does NWT's other subsidiary Safetell), which is very impressive:-
And GT looks ideal for a US listing, generating over half (£8.7M. of £14.56M.) of its revenues last year in North America.
Indeed GT's Human Capital Management (HCM) arm actually has its own North American website:-
"Human Capital Management
People and data management to suit every environment and budget
Get in touch North American website"
"THE GT8 IS HERE
GT8 with Touchless Facial Recognition
Your people. Their data. We help you manage both.
Secure data collection, collation, processing and dissemination is at the heart of GT Clocks’ offering. Put simply, we help turn diverse data into real information while increasing security, ensuring compliance and reducing time and cost for our partners
GT Clocks serves the Human Capital Management (HCM) market in North America and across the globe. We provide hardware, software, and services to create solutions that match the most complex needs of HCM solutions providers and end-users – from SMBs to Global Enterprises.
Trusted by some of the world’s biggest brands, we have created a cloud-enabled software suite of services that provides complete confidence when handling the sensitive data of people and processes."
If Grosvenor Technology is spun-out of NWT in a US floatation, either as a RTO into a US shell as an IPO, then this should be a key to an immediate and immense unlocking of its value.
GT's £14.56M. of revenues last year equates to c. US$18M. at current exchange rates, and growing rapidly, so it has both the size and growth prospects to command a quite generous tech-style rating.
Which in US terms could equate to a few or several US$10s of millions of valuation.
And if it delivers upon its growth prospects, then that could rise to hundreds of millions during this decade. |
Even in current challenged markets, some shells are still successfully completing RTOs.
Here are a couple of recent examples:-
22/09/2022 06:01 UK Regulatory (RNS & others) Sivota PLC Readmission and Publication of Prospectus LSE:SIV Sivota Plc
31/10/2022 07:00 UK Regulatory (RNS & others) Vox Valor Capital Limited Admission to Main Market and First Day of Dealings LSE:VOX Vox Valor Capital Limited |
Regarding your questions S.K.
The RTO route may have attractions to the IPO route that may give it additional 'value' to a company wishing to float:-
• A requirement to give away less equity than in an IPO.
• Potentially more speed and certainty - an aborted IPO due to market conditions could be very expensive, and time is money.
• The 'shellmeisters' may also have attractive business acumen, contacts, and 'clout', that may be attractive to the floating company.
And if the company floating is valued at hundreds of millions, then a shell value of a few £millions may be just 1% of the expanded equity, which is comparatively insignificant.
Obviously any overpriced new issue, be it RTO or IPO, is likely to underperform compared to a good value new issue, other things being equal.
But a key determinant of performance is how the company performs on a business level. Some of the best performing shares of all time have looked far from cheap at their floatation prices; whereas some shares that have looked cheap at float have failed to deliver.
Finally, if you look at some the big paper gains at proposed RTOs recently, as posted on this thread, then I think that explains the logic in getting in beforehand if the value and prospects look good.
You can also buy more at the RTO too if you like it, though retail investors often can't participate in fundraisings, and investing through an ISA or SIPP would be another barrier. |
Thanks Sweet Karolina.
So to summarise:-
• 'Pre-existing' main-listed shells that listed by 2.12.21 can still arrange a sub £30M. RTO (minimum only £0.7M.), up until 1.12.23 completed FCA submissions;
after that they can still arrange RTOs, but subject to the £30M. minimum.
• 'New' main-listed shells can still float with a sub £30M. market cap. (previous minimum only £0.7M.), up until 2.6.23*, if they completed their FCA submission by 2.12.21.
- But these shells will be subject to the £30M. RTO minimum.
*Presumably actual listing, rather than just another submission. |
"SPACs that got their standard listing before the minimum MCap requirements changed to £30m have until Jun 23 before those rules apply."
"I understand the transitional arrangements mean shells listed before the rules changed have to complete and be trading by Jun 23, if under the £30m. This does still mean that the Standard listed clean shells are still a route to a main market listing for smaller companies, but not for much longer."
Sweet Karolina,
First of all, please could you clarify what you are saying, especially as your above two statements are slightly different.
Are you referring to a £30M. RTO by that deadline, or just any RTO?
Secondly, please could you provide a source and link, as the info. seems to be inconsistent with some info. I copied into post 998 above.
A requirement to complete a RTO by June 2023 would clearly require that the RTO process begins much earlier.
As regards the premium paid to a shell's cash for a RTO: it can vary enormously, and the waters can also be muddied if there is no RTO placing, because any RTO price is then in effect a 'deemed' price: a shell can RTO a target for a given share of the equity, and then 'deem' a value for the shell and the target.
Generally though, the RTO will also take account of cash spent by the shell, at least relatively recently, in pursuit of a RTO, and give a value of at least £250K. or so for the listing - though it can be multiples of that in some cases. |
Hedgehog,
I understand the transitional arrangements mean shells listed before the rules changed have to complete and be trading by Jun 23, if under the £30m. This does still mean that the Standard listed clean shells are still a route to a main market listing for smaller companies, but not for much longer.
Re MTFB, the interesting bit is why the shareholders voted for 0p rather than allow the RTO to proceed, ie not get 0p. Basically the BoD was the BoD who ran the company into the ground in the first place trousering fees all the way, and whereas shareholders were getting very little - effectively the shell was being valued at about the cost of an AIM listing (there was no cash left in it by the time it got to the GM, which is why it should be struck off by CH any day now - already past the date in first Gazette), the BoD were getting oodles of cheap warrants. They company did then IPO directly using the DD already done. It started at 20p (the proposed RTO price after 220 to 1 consolidation) went up to 30p and has since come back down to 20p.
Agree re CCAP had it not lost its listing, but all 5 AIM rule 15 shells lost their listings one way or another.
The only one that does look like it is going to make it back to trading onto the standard list is SPC - it has now issued the prospectus and called the GM. The company coming in is effectively paying about £3.5m for the listing when you deduct the remaining cash from what is being paid for the shell and its cash, adding back 10% for costs of raising cash. At the RTO and placing price (they needed more than was left in the shell) - 0.3p those who bought into the shell at the cheapest price it was trading at after becoming an AIM rule 15 shell and prior to suspension on announcing the RTO, have theoretically made 50% (they only actually make it if the sell and the share price does not tank, which I strongly suspect it will) however there were a few trades where people paid over 0.3p so they are already under water.
Of your clean shells that have got all the way to trading, what do you think is being paid for the listing ie the premium to cash left in the shell plus 10% at start of trading? I think the Greek pot company has way over paid for the shell and I think they have done that because they would not have made it on their own (the expanded MCap is over £30m and still would be if they had they not overpaid for the shell)
Your interest in clean shells with main market listings is very different to my interest in dirty AIM rule 15 shells which stink from a risk / reward perspective, especially those that will have no cash by the time they make it back to trading (if they make it back). I don't think many realise the difference and therefore blunder in.
I hope you don't mind me coming on your thread to highlight the difference. |
Anyone kicking themselves at missing out on TMOR &/or ROC could do worse than to take a look at ARA.
Currently 5.5p, market cap. £577.5K., a significant discount to its cash, and with low cash-burn.
13.4.22:-
"Withana describes Aura as a blank slate, one that makes one or several targets to become a substantial company. He says we’re talking “about 300, half a billion or higher in terms of size and market cap” and “our ambitions are to have a well traded, well covered and liquid stock.”"
So ARA's targeted market cap. could actually be a thousand times higher than its current level.
Which makes this post a very appropriate post number one thousand on this thread! |
Another of the shells to TMOR I've tipped is ROC, in post 990 above on 18th. July, at 4p.
And ROC yesterday announced a proposed RTO at 7.86p: a 67.23% premium to its 4.7p suspension price:-
15/11/2022 15:56 UKREG Rockpool Acquisitions PLC Potential Reverse Takeover & Suspension of Listing
"Rockpool Acquisitions Plc, the Special Purpose Acquisition Company ("SPAC") formed to undertake the acquisition of a company or business headquartered or materially based in Northern Ireland or alternative transactions with suitable targets, including those that may not have a direct connection with Northern Ireland , has entered into heads of terms ("Heads") relating to the proposed acquisition (the "Acquisition") of the entire issued and to be issued share capital of Amcomri Group Limited ("Amcomri"), the holding company of a fast-growing, acquisitive group of quality UK Engineering and Manufacturing businesses.
The group consists of nine SMEs acquired over the past five years in those industrial sectors, and has a wealth of experience in optimising business performance.
The Group primarily provides a range of specialist engineering and equipment services to the power, rail, petrochemical, process and production electronics industries in the UK and Ireland. Within these sectors it offers a range of services and equipment to allow asset owners to extend the operating life of key high value critical assets or associated infrastructure.
More recently it has established a second focus area in specialist printing in which it owns a further two operating companies, its most recent acquisition in this sector being Bex Design & Print Limited, a 35-year-old specialist screen and digital print business supplying into the electronics and other industries.
The Heads provide that the transaction will be subject to a number of matters including the negotiation of a formal sale and purchase agreement. The consideration for the Acquisition if it is concluded ("the Price" ) will be GBP22,340,625 (based on the forecast pro-forma aggregate EBITDA for FY2022 of GBP5.401m, an agreed EV to EBITDA multiple of 6.84 and net debt of GBP14.6m) to be satisfied by the issue at completion fully paid to the Sellers of 284,284,523 new ordinary shares of Rockpool (Ordinary Shares), or (in order to maintain sufficient Ordinary Shares in public hands) by the issue at completion of a combination of Ordinary Shares and, either, nil-coupon convertible loan notes, or non-voting convertible shares, which on conversion into Ordinary Shares would together equal 284,284,523 Ordinary Shares. ...
The terms of the Acquisition value the existing issued share capital of Rockpool at GBP1m, or approximately GBP0.0786 per Ordinary Share.
In accordance with the intention set out in the Company's prospectus published at the time it came to the market in July 2017, the founders of the Company, Neil Adair, Mike Irvine and Richard Beresford, will be granted 5 year options to acquire 10% of the post-admission fully diluted (including by the exercise of those options) Ordinary Share capital at a price of GBP0.15 per Ordinary Share, representing a 90% premium to the price at which the Amcomri acquisition values the Ordinary Shares. ...
Mike Irvine, co-founder and Non-Executive Director of Rockpool, said: "I am delighted that we are able to announce the potential acquisition of Amcomri which is intended to see Rockpool transform from a SPAC into a profitable trading enterprise. Amcomri's track record of successfully acquiring businesses and its wealth of experience in optimising business performance when combined with the opportunities for further acquisitions that a listing should provide, make the Acquisition a transaction that should create value for both the Rockpool and Amcomri shareholders."" |
From the Alterion Earth (ALTE) prospectus, 17.6.22:-
"Size of Acquisition Target: The Company will not comply with the minimum market capitalisation ("MMC") requirements of £30 million under LR 2.2.7R(1) on Admission. The Company completed submission to the FCA for a listing eligibility review prior to 4:00 pm on 2 December 2021 and such application has not been withdrawn or materially amended ("IPO Application"). Given the IPO Application and the proposed date for Admission, the Company is able to proceed with its current application for Admission based on transitional arrangements established for application for admission to listing. On Admission, the aggregate market value for all shares to be listed by the Company must exceed £700,000. An Acquisition will result in a Reverse Takeover which would result in the cancellation of the Company's listing and it would need to apply for the enlarged share capital of the Company to be admitted to trading. At such point, the eligibility of the Company would need to be reassessed. Whilst the Directors believe that they will be able to undertake an Acquisition which will enable it to comply with any adjusted MMC requirement of £30 million, the Directors cannot guarantee to investors that the Company will be able to satisfy the new eligibility requirements. If the Company is unable to satisfy new eligibility requirements its listing will be cancelled, and this may result in the Shareholders holding Ordinary Shares in an untraded public company or it may otherwise seek a listing on an alternative stock exchange which may not provide similar levels of liquidity"
"For a company to be eligible for a premium or standard listing of shares, it must have a minimum market capitalisation of £30 million. This is a substantial increase above the long-standing previous minimum of £700,000, but less than the £50 million originally proposed by the FCA. The requirement only applies when the company is first listed, or on re-listing after a reverse takeover, so existing listed companies will be largely unaffected. There are also exceptions for companies that applied to the FCA for a listing eligibility review before the rule change, and existing listed SPACs and other shell companies that seek an FCA eligibility review in relation to a de-SPAC acquisition and re-listing by 1 December 2023."
Sweet Karolina,
New main-listed shells now need a minimum initial market cap. of £30M., unless they initiated the process by 2.12.21, and haven't withdrawn or materially amended it.
In addition, my understanding is that new RTOs into a main-listed shell need a minimum initial expanded market cap. of £30M., unless the shell was listed by 2.12.21, and the RTO FCA process is initiated by 1.12.23.
With regard to your final point: not all proposed RTOs proceed, for different reasons, but I haven't noticed your trend.
CCAP was an AIM shell that delisted, so it was hardly surprising that its target no longer wished to reverse into it. If CCAP had remained listed the RTO would probably have proceeded.
MTFB's target, rejected by its shareholders, also then IPOed, but would have gone with MTFB if that had been approved. |
Hedgehog,
The ones you like seem to be clean shells listed on main market standard list. These are very different beasts to the AIM rule 15 dirty shells which I follow because I don't like any of them. I can't find a single example of an AIM rule 15 dirty cash shell that became AIM rule 15 after March 2020 making it back to trading before it was delisted from AIM. MTFB got the closest, but shareholders rejected the deal at the GM. MTFB looks like becoming the first of those failures to get struck off by Companies House:
I expect PPG will follow a similar path in the new year:
I am also following what is going on at UK SPAC.
This was an AIM rule 15 shell which lost its listing, but is trying to relist on Standard list and RTO a Greek cannabis company. It would seem that UKLA has been trying to clean up what it allows onto standard list. SPACs that got their standard listing before the minimum MCap requirements changed to £30m have until Jun 23 before those rules apply. Are you noticing any other effects that would be consistent with UKLA being much more choosy about what they allow to get a standard listing either by IPO or RTO into a SPAC?
There does also seem to be a bit of a trend of companies starting down the RTO route then pulling the plug and IPOing instead. CCAP is an example. Are you noticing this too? |
If you are long on RTO please let me know and we can start processing you .
Once processed we will thank you for giving us the money you used to have . |
Looking forward to feasting on a few longs in here . |
FTSE indices re-jig aside, there is some big dumping going on here of late.
Highly unusual activity,
It has been a while since there has been so much shorting activity in the market overall. Clearly the market has had the bulk of the beat down (still can't see a bottom), but it wouldn't surprise if the shorts managed to cash in on recent activity too. The way things are out there and how the profit warnings have been coming in are definitely suggesting tough times continuing in the near term.
But look at the shorting activity here:
I mean, they are absolutely FALLING ALL OVER EACH OTHER to short RTO. This is highly irregular activity. ShadowFall report clearly having an effect but I'll keep an eye on this one from the sidelines to see what happens.
The way they are shorting this suggests people are in the know and something bad is about to happen.
All imo
DYOR |
Sweet Karolina,
First of all, sorry about the delay in replying!
I've no problem with this thread being a bit of a blog, and I know for a fact that other people read it, even if they're not posting.
The value and quality of different shells varies enormously, which is why it pays to be very selective.
If people make the effort to educate themselves about shells, then they should be able to distinguish between the good, the bad, & the ugly.
I prefer to concentrate my posting on those that I really like, which are a small minority, and not to say too much about the rest.
And 'one of the few' is TMOR, which I tipped in post 985 above on 25th. May, at 0.975p.
TMOR announced great RTO news on Friday, and if it hadn't been suspended pre-opening, it would probably be top riser for the weekend: a proposed RTO at a share price of 2.25p, well over double the current share price of 0.95p:-
23/09/2022 07:45 UK Regulatory (RNS & others) More Acquisitions PLC Acquisition - Megasteel and Suspension of Trading LSE:TMOR More Acquisitions Plc
"Proposed Acquisition of Megasteel Limited and Suspension of Trading ...
-- Proposed Acquisition values the current issued share capital of More at GBP2.81 million (vs GBP1.19 million at closing on 22 September 2022) or over 2.3 times the Company's current net cash
Background
Megasteel (www.megasteel.co.uk ), has traded for more than 30 years in the United Kingdom, and is one of the largest stockholders and distributors of high-quality steel for the prestressing and post-tensioning of concretes in the UK. Prestressed concrete is a critical building product used in the UK construction market, from house floors to bridge beams and from railway sleepers to high rise buildings in the City of London. In its financial year ended 31 October 2021, Megasteel made audited pre-tax profits of GBP3m on turnover of GBP19.7m. ...
Nigel Roberts, CEO of Megasteel Ltd added:
"We have built Megasteel over the last 30 years to be one of the biggest suppliers in the UK of prestressing wire and strand, a product used in almost every construction project in the country, and we have been considering a listing of the business for many years. We are pleased to be working with More Acquisitions as the vehicle that will enable us to do this.
Over many years we have been able to grow our sales, generate revenues, make profits and turn those profits into cash which we have reinvested into the business to keep the cycle going. Applied over a long period of time these business methods have produced a profitable business that I am proud to have started. ...
We were attracted to More Acquisitions as our vehicle to list because we liked the simplicity and cost-effective way in which it had been set up with its 'one price for all', no advisory or broking fees, capped listing and on-going costs and no director salaries, the Company and its key stakeholders fitted very well with our views on how a business should be run!" |
he's not talking to himself |
Hedgehog you seem to be talking to yourself here.
Do you have any thoughts on ADV, mine are here:
I mostly talk to myself there so come and join in. |
26/07/2022 07:00 UK Regulatory (RNS & others) TMT Acquisition PLC Final Results LSE:TMTA Tmt Acquisition Plc
"Results for the period 25 March 2021 to 31 March 2022
TMT Acquisition, (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its results for the period from 25 March 2021 to 31 March 2022.
Financial Highlights
-- Net cash as at 31 March 2022 of GBP4,804,060
-- Net assets as at 31 March 2022 of GBP4,777,275
-- Operating loss and loss before tax of GBP0.1 million
-- Basic and diluted loss per share of GBP0.01
Other Highlights
-- Admitted to listing on the Standard Segment of the Official List on 11 October 2021
-- Raised gross proceeds of GBP5 million as part of Admission to the Standard List by placing 25,000,000 ordinary shares at 20p per share
Harry Hyman, Chairman of TMT Acquisition, commented:
"During the year, we successfully completed our Admission to listing on the Standard List; raising GBP5 million, to pursue our acquisition strategy.
"Whilst we have maintained our commitment to prudent cost control, we have been actively searching for acquisition targets and continue to assess a number of potential opportunities. We are targeting businesses within the TMT sector focusing on both disruptive digitally enabled media and technology businesses. The recent resets of pricing in technology stocks in our view works to the company's advantage
"On behalf of the Board, I would like to thank all our shareholders for their continued support, and we look forward to updating the market on our progress." ..." |
It's interesting to compare ROC's value with that of another shell - one that floated recently - which has a similar amount of cash to ROC: GSC (GS Chain).
GSC floated at 1p, but has risen to its current share price of 6.6255p, despite not even announcing any news, giving it a market capitalisation of £26.5M.
Which is over 46 times more than ROC's current market cap.: £572,625, at 4.5p.
13/05/2022 08:00 UK Regulatory (RNS & others) GS Chain PLC Admission to trading and first day of dealings LSE:GSC Gs Chain Plc
"GS Chain is pleased to announce that admission of its shares to trading on the London Stock Exchange's main market ("LSE") will take place and dealings will commence at 8.00 a.m. today, under the ticker GSC and ISIN number 984500K398M8C508B642.
The Company is direct listing 399,985,888 Ordinary Shares on the Official List. Market capitalisation at 1p is GBP3,999,858.88.
About GS Chain
GS Chain intends to identify opportunities within the technology sector, to conduct the necessary due diligence and subsequently complete an Acquisition. While the Directors will consider a broad range of technology sectors, those which the Directors believe will provide the greatest opportunity and which the Directors will initially focus on include the use of technologies in real estate, banking, finance, fintech, telecommunications, automotive and blockchain industries. The Directors may consider other sectors if they believe such sectors present a suitable opportunity for the Company.
The Company's objective is to generate attractive long term returns for Shareholders and to enhance value by supporting sustainable growth, Acquisitions and performance improvements within the acquired companies. The Directors will also use their knowledge and experience across a wide range of industry sectors in acquiring, investing and integrating businesses, which allows them to assess the viability of acquisition opportunities and their management teams, which is fundamental to finding the right Acquisition.
The Company's admission document is available to view on its website hxxps://gschain.world/"
GS Chain (GSC): |
And this little 'ToMaTo' could yield some right juicy growth, with such abundant cash.
TMT Acquisition (TMTA) 18p Market cap. £4.95M.
08/11/2021 07:00 UK Regulatory (RNS & others) TMT Acquisition PLC Half-year Report LSE:TMTA Tmt Acquisition Plc
"Unaudited Interim Results
TMT Acquisition (LSE: TMTA), the investment business established to pursue opportunities in the technology, media and telecom sector, today announces its unaudited interim results for the period from 25 March to 30 September 2021.
Harry Hyman, Non-Executive Chairman of TMT Acquisition, said:
"We are delighted with outcome of the listing and the support shown from institutional shareholders. In the short time we have been on the market we have already started evaluating a number of investment opportunities and look forward to updating shareholders with developments when appropriate."
... On 11 October, the Company was admitted to listing on the standard segment of the Official List and to trading on the main market for listed securities of the LSE, raising gross proceeds of GBP5 million (net proceeds of GBP4.73 million) from institutional investors. As at 31 October 2021, current assets were approximately GBP4.83 million. ..." |
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