Rentokil Initial Share Discussion Threads

[hedgehog 100] 24/6/2023 13:50

One of mii favourite shells at the moment:-

Milton Capital (MII) 0.9p Market cap. £0.9M.





04/10/2022 07:10 UK Regulatory (RNS & others) Milton Capital PLC First Day of Dealings LSE:MII Milton Capital Plc

"Admission to a Standard Listing

and to trading on the Main Market of the London Stock Exchange

First day of dealings

Admission details

Milton Capital plc (LSE: MII) announces that 100,000,000 Ordinary Shares will today be admitted to the Standard Segment of the Official List of the Financial Conduct Authority and to trading on the Main Market for listed securities of the London Stock Exchange. The placing of new ordinary shares has successfully raised a total of GBP950,000, at a placing price of GBP0.01 per share.

Highlights:

-- One Price for All - All investors have come in at the same IPO price; no Founder Shares or pre-IPO rounds; no warrants; no options.

-- No Advisory/Broking Fees - The Company's advisor and broker, Peterhouse Capital, has agreed to waive all advisory fees and commission on all funds raised at the IPO and will receive no annual retainer.

-- Capped listing and on-going costs -

- The IPO costs, including all accounting, legal, PR and Exchange fees, which amount to GBP55,955, have been capped at GBP50,000 by Peterhouse Capital and as such, post Admission, the Company will have net proceeds of GBP950,000 ;

- Total costs for the first full year after listing are also capped at GBP50,000.

-- No ongoing director salaries - The Company's directors will receive no salaries or consultancy fees; compensation will only be received by way of a success fee on the completion of an acquisition approved by shareholders.

Strategy

The Company was formed to undertake one or more acquisitions of a majority interest in a company or business. Any such acquisition undertaken by the Company will be treated as a reverse takeover for the purposes of Chapter 5 of the Listing Rules.

The directors intend to search initially for acquisition opportunities in the technology sector. The theme focus for the prospective acquisition is megatrends. This includes sectors such as space, artificial intelligence, machine learning and blockchain technology.

Megatrends are powerful, transformative forces that can change the global economy, business and society. They drive innovation and redefine business strategies and have a meaningful impact on how we live, how we spend our money and how we invest. The disrupters in particular have produced dynamic profits for early-stage shareholders.

Admission details

Prior to Admission, the Company had 5,000,000 Existing Ordinary Shares in issue and conditional on Admission issued 95,000,000 Placing Shares. All Existing Ordinary Shares and Placing Shares were issued at a price of GBP0.01 per share. ..."

[hedgehog 100] 10/6/2023 22:20

Thanks Solarno.

So it's the end of an era.

The last of the main market micro cap. shell listings ... nearly a decade after this thread was started.

Or perhaps we should say 'the beginning of the end', as the currently listed shells will be around for a while yet ... though gradually decreasing in quantity, and increasing in scarcity ... and you would think increasing in scarcity value.

[solarno lopez] 10/6/2023 19:52

Well done Hedgehog

[hedgehog 100] 10/6/2023 17:20

Hedgehog 100 18 Nov '22 - 18:00 - 1004 of 1012 Edit 0 0 0
"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."


The shell Ashington Innovation (ASHI) floated on the main market 4 days ago, and has a current market cap. at 3.5p of £2.15M.; its final prospectus date was 1st. June, so it could well be that the the 2nd. June deadline relates to the final prospectus date.


ASHI's prospectus dated 1st. June 2023:-






06/06/2023 08:01 UK Regulatory (RNS & others) Ashington Innovation PLC Ashington - Admission to trading on the LSE LSE:ASHI Ashington Innovation Plc

"Ashington Innovation plc, a special purpose acquisition company ("SPAC") aiming to benefit from favourable price conditions for companies in the financial services technology (fintech) and deep technology (deep tech) sectors, is pleased to announce that its entire issued ordinary share capital, consisting of 61,397,900 ordinary shares, was admitted to the Standard Listing Segment of the Official List of the Financial Conduct Authority, and to trading on the London Stock Exchange's Main Market for listed securities at 8.00 a.m. today, under the ticker "ASHI". ..."

[hedgehog 100] 04/5/2023 18:35

Some 'SPAC spec.' for ARA.

Two potential energy storage RTOs into this shell:-


1. SUPERDIELECTRICS.

Which had to abort its intended IPO last year due to market conditions:-

"Spencer’s electric windfall
Jamie Nimmo
Sunday September 19 2021, 12.01am, The Sunday Times
Icap billionaire Lord Spencer of Alresford is in line to double his money as an energy technology company he backed last year eyes a £500 million float.
Superdielectrics, which is developing supercapacitors — alternatives to batteries that use an electric field instead of chemicals and are expected to play a big part in electric cars and renewable energy — has hired WH Ireland for a possible Aim listing that could see it raise up to £100 million, sources said.
The Cambridge-based company, funded by former ITM Power boss Jim Heathcote, received a £15 million cash injection last year led by Spencer, 66, that valued it at about £250 million. ..."


"STORING SUSTAINABLE ENERGY WITHOUT COSTING THE EARTH
A BREAKTHROUGH ENERGY STORAGE TECHNOLOGY
Clean technology that complements existing solutions and solves the world’s renewable energy storage problem"



2. NEXEON.

Another impressive privately-held British company - this one battery tech:-

"Power to make a difference.
Delivering a step change in energy density by creating class-leading battery materials to realise a more sustainable world.
Batteries are critical for meeting future energy demand, but what if we could use fewer of them?
More energy.
Less space.
Nexeon’s silicon anode material replaces graphite in traditional battery cells, dramatically increasing energy density."


"About us
Nexeon is a global leader in the development and manufacturing of ground breaking silicon based anode materials, dramatically enhancing the performance of Lithium-Ion batteries.
Our leadership team boasts decades of experience in inventing and bringing new technologies to market across the chemical, battery and automotive industry. Our talented teams come from a wide range of industries and academia, including from leading companies of battery material chemistry, major cell manufacturers and Automotive OEMs.
With our HQ based in Oxfordshire, UK and a technical centre in Yokohama, Japan, our scientists armed with expertise in inorganic chemistry and synthesis, electronics, battery technology and process engineering, are perfectly positioned to scale our business and provide a strong base for supporting our partners and customers."

[hedgehog 100] 03/5/2023 19:50

Some very relevant and encouraging news last week for ARA from PNPL, a shell with significantly less cash than ARA, but a market cap. well over four times higher (£2.28M. at 2.74p):-

24/04/2023 08:00 UK Regulatory (RNS & others) Pineapple Power Corporation PLC Proposed RTO of Element 2 Limited LSE:PNPL Pineapple Power Corporation Plc

"Heads of Terms signed

Proposed Reverse Takeover of Element-2 Limited

Suspension of Listing

The Company is pleased to announce that as of 21 April 2023 it has entered into a non-binding heads of terms with Element 2 Limited ("E-2" or "Element 2"), based in Yorkshire in the United Kingdom, to acquire 100% of the outstanding shares in E-2 in an all-share transaction, subject to legal, financial and other due diligence and entry into a legally binding sale and purchase agreement (the "Proposed Acquisition"). As no binding agreement has yet been reached, the Company cannot guarantee that the Proposed Acquisition will complete.

About Element 2

Element 2 is the UK's leading hydrogen refuelling business. The company works closely with vehicle manufacturers, transport operators and fleet owners to identify and develop hydrogen refuelling sites and provide a regular supply of fuel cell grade hydrogen. ...

The Proposed Acquisition

Following recent discussions, on 21 April, 2023 Pineapple Power entered into non-binding heads of terms with E-2 for the acquisition of 100% of the issued share capital of Element 2 for a consideration of GBP120 million, to be satisfied by the allotment and issue of new ordinary shares in Pineapple Power to the shareholders of E-2. It is envisaged that, in conjunction with the Proposed Acquisition, there will be an equity financing to fund future investment and working capital requirements of Element 2. ..."

[hedgehog 100] 02/5/2023 17:25

"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.

[smcni1968] 03/3/2023 00:00

I wonder will this one follow CRH and move its listing.

[pugugly] 14/2/2023 19:58

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%

[hedgehog 100] 12/2/2023 13:47

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.

[hedgehog 100] 19/11/2022 21:07

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

[hedgehog 100] 18/11/2022 18:38

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.

[hedgehog 100] 18/11/2022 18:00

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.

[hedgehog 100] 17/11/2022 18:06

"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.

[sweet karolina2] 16/11/2022 23:52

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.

[hedgehog 100] 16/11/2022 22:00

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!

[hedgehog 100] 16/11/2022 19:34

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.""

[hedgehog 100] 16/11/2022 19:13

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.

[sweet karolina2] 11/11/2022 10:26

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?

[melegramforttongo] 12/10/2022 20:22

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 .