The number of shares you get if you convert is determined by the average share price over the previous 28 days. As they are not listed there is no price, and so the option to convert is meaningless at the moment.
looking at the IMIC website this might be something we have an option on twice a year. Have a look at this, I'm wondering if this is what it's all about - an option to convert to ord shares in IMIC. Going to stick to loan notes (default option) as not sure I want ord shares in an unlisted AIM company!
Hi folks - anyone there? Anyone like me with a broker (TD Direct) and been notified of a corporate action?
I received this:
Holders of International Mining & Infrastructure Loan Notes have the opportunity to convert each Loan Note to receive 1 ordinary share in International Mining & Infrastructure Loan Notes.
Holders who convert their shares will receive the new stock upon receipt from our custodian.
Can anyone tell me what this means? Default option is to do nothing. But should I convert?
My understanding is that IMIC cannot convert the loan notes into shares on 19th December, because the terms of the loan notes say that they cannot do so unless the shares are listed throughout the previous 28 days.
I agree that it's best to vote in favour of the motion, as the alternative would, I suspect, be liquidation, with both the shareholders and the loan note holders ending up with nothing.
However if, like me, you hold loan notes, beware of para 6 of the motion: "IMIC will be required to obtain and maintain a listing of the shares during the extended maturity period." To my mind this wording is too vague and woolly to be enforceable.
What will actually happen to the IMIC share price is. of course, anyone's guess since trading is presently suspended and there won't be any re-joining of AIM for the foreseeable future whilst the Iron Ore price is so low and nomads are reluctant to provide any support.
What we do know is that unless another market will trade IMIC shares, the company is likely to be insolvent and go into administration. Not a lot will be left then for bond holders.
On balance, as recommended by the IMIC Board, it is probably then BEST to VOTE IN FAVOUR of the recommendation being put to Loan Holders in the General Meeting planned. This will be carried through, I suspect, by the main Loan Note holders.
The proposal refers to a Conversion letter apparently sent to Loan Note holders dated 6th November... I have found this on the IMIC.com web site and this states that all AFF shareholders would receive their loan + interest value in AFF shares (I assume at close to the present share price, perhaps based on the last 28 days of trading).
The >10% holder clearly wants a means to get at his cash more quickly since a quick sale of his/her new IMIC shares would certainly drive down the share price and the return. If approved, the loan would continue for another 5 years and could be converted to shares or cash in a "window" every six months subject to willingness by IMIC - and to the provision of additional warrants if not willing.
This looks very complicated to me, although I can understand why those with high numbers of Loan Notes may be interested. Personally, I would rather have the IMIC shares and sell them whenever I want to...
Anyone else have strong views here as we have only a views days to get our votes in - and most probably won't bother. If there is disinterest and few vote against this, it only needs 75% of the votes cast to pass with immediate impact on the 90% who may not have voted at all. IMPORTANT TO SPREAD THIS AMONGST ex-AFF Loan Note Holders who may yet know nothing about this.
Not sure I like this... driven by IMIC or a 10% holders of the loan Notes, or both.
I'd rather be paid what was promised, but IMIC may not have the money to pay.
* * * *
19 November 2015
NOTICE OF LOAN NOTEHOLDER MEETING International Mining & Infrastructure Corporation plc (IMIC/the Company/the "Issuer") is convening a meeting of the Loan Noteholders of the instrument constituting up to £33,662,517.60 8.00 per cent convertible loan notes of 40 pence denomination due 19 December 2015 (ISIN GB 00BFWH2412) (the "Notes" and the holders thereof, the "Loan Noteholders"). The Meeting is being convened for 14 December 2015 at 10.30 am at the Holiday Inn Leicester, 129 St. Nicholas Circle, Leicester LE1 5LX. A single resolution will be put to the Meeting (the Extraordinary Resolution). The meeting has been convened by the Company in accordance with Schedule 4 of the Instrument and in response to a request of a Loan Noteholder who holds in excess of 10 per cent. of the Notes. Accordingly, it is inappropriate that the Company provides any commentary in relation to the Meeting or the proposed Extraordinary Resolution or any recommendation as to the action that Loan Noteholders should take. The text of the Extraordinary Resolution is set out on pages 7 to 9 of this document. Notice of the Meeting and a Form of Proxy for use at the Meeting are at the end of this document.
IN ORDER TO VOTE ON THE EXTRAORDINARY RESOLUTION AT THE MEETING, PROXY APPOINTMENTS MUST BE RECEIVED BY THE REGISTRAR, NEVILLE REGISTRARS, BY 10.30 A.M. (LONDON TIME) ON 12 DECEMBER 2015.
CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 10.30 a.m. (UK time) on 12 December 2015. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.
Any question in relation to submitting a form of proxy should be directed to the Registrar at the telephone numbers provided on the last page of this document.
Ethelbert J. L. Cooper, Chairman
International Mining & Infrastructure Corporation plc
Since IMIC have not told ex-AFF shareholders nothing more, payment in shares is most unlikely given the dilution implied with so much "loan cash" buying IMIC at their very low price (even if they could do with the money) and I'm sure they have no intention of going out of business ahead of iron ore price increases to justify the work planned to meet long term iron ore needs in China, it seems to me that we will get out cash through loan re-payment.
I hope so, as I could usefully do with the money...
Good news today that IMIC have received funding, so, I expect that we will get payment from our Afferro shares (as I understand it that's 56p per share payable end-Dec15). 40p per share @ 8% p.a. for 2 years
I don't know what is going on, but it seems to me there are 4 possible outcomes:
1. The loan notes are redeemed in cash. I suspect this is dependent on the company being able to raise
enough share or loan capital from a big Chinese backer.
2. The loan notes are redeemed in shares. Under the terms of the loan notes, this is only allowed if the
company is listed as at 30.11.15, which will now depend upon the company finding a new nomad. In
any case, I suspect the directors will wish to avoid this option because, with the current state of the
company, it would massively dilute the shares of the existing IMIC shareholders (rather ironic, because
to all intents and purposes this would mean Afferro taking over IMIC rather than the other way round).
3. The company agrees with the loan note holders either a deferral or the issue to them of unlisted
shares (probably non-voting).
4. The company goes into administration or liquidation. I've no reason to think that the directors are not
perfectly honourable, but it is by no means unknown for directors of companies to use this route to
acquire company assets on the cheap.
Sounds like our ex-AFF Loan Notes may not be re-paid unless IMIC can get extra funding... if they become insolvent then I assume IMIC will be wound-up and the assets will be fought over between the bond and loan note holders... and IMIC shareholders will lose all their money.
If IMIC do get extra money, e.g. from their China based partners, they may choose to pay off our Loan Notes rather than cause a 'default' position from a banking perspective.
Certainly, I haven't been asked whether I would be willing to see payment deferred in return for additional interest payments or share options, etc.
It's not a lot of money in my case, just c.£3,600, but I would rather not lose it and see this put into my bank account for Christmas this year.
I guess our position is still better than we would have been in had AFF still been in place - with a much low value "asset" given current commodity prices; and bond holders will have more rights than IMIC shareholders.
I stand to be corrected, but I don't think the bonds being restructured have anything to do with the loan notes issued to former AFF shareholders. I've seen nothing to indicate any change in the original terms of the loan notes.
Good job we got cash for our holdings as well as those bonds.
I assume if AFF bond holders say no, since IMIC have no money, they will have to offer shares in IMIC which will be good in percentage of the company terms, gain access to the assets again but have no means to realise their worth.
If we say yes, we will get more interest paid at the end or, I assume, shares for the greater worth.
Not sure we have a great deal of choice in reality but to accept the bond offer this time around, like the other IMIC bond holders did recently...
I've held shares in Afferro going back to Mano River days. I made my profit by active trading during the run up to the split with Aureus. I'm on a free ride now. All good.
But now, as many others on the Afferro board, we would like to know just what is this group trying to take us over, and that has convinced our chairman and board to sell out (or to sell us out, more likely).
The intro to IMIC at the top of this page says it all. A shady outfit, led by a shady team (an ex-Mauritanian minister, what more!) and shadowy backers (Chinese, well ...).
The offer is basically to give us our own money already sitting in the bank and for that we get to hand over 2.5 billion tonnes of ore plus very interesting licences for deposits at four sites. Knowing that we are going to get our own money back, the real reward for our goodies is some shares in IMIC in two years time but at a price to be decided by the IMIC board ... I'm thoroughly underwhelmed by the generosity of the deal!!
Since I'm currently on the other side of the fence (but perhaps not for long), I thought I would say hi to the neighbours and get your take on this deal.
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