SPAC is a wonderful thing..... for the promoter, initial investor and of course selected investors including the so-called cornerstone investor that can get the share directly by private placement. Take the latest SPAC IPO, Reach Energy for example.
When I went through the prospectus of the IPO, I'm quite puzzling about the allocation of the shares available to the public. Basically there are 1 Billion shares issued with 1 Billion free warrant attached with it. What makes me baffling is that 980 Million of those shares are applicable to 'Selected Investors' which include cornerstone investors. Looks, 98% of the 'Public' portion goes to the 'Selected Investors' and the pathetically 20 Million shares are allotted to the 'Real Public' like you and me. Seriously, only the meager 2% are offering to the Malaysian Public and you call it IPO. Why don't you guys just ask another 'Selected Investor' subscribe the rest and keep the company private for your club members. The 42 times oversubscribe is just another joke. Why did our authority allow this blatantly abuse of IPO a green light. You know what is the worst part of it? There is moratorium on the promoter and initial investor BUT NOT THE 'SELECTED INVESTOR' & CORNERSTONE INVESTOR!!! WHY? Ohh... because they are deem to be pubic allocation so no need for moratorium. WOW!!! NICE!!!
Then, who is these 'selected investors'? I don't know because I can't find any of that information from the prospectus. If any one knows please let me know. Also they didn't mentioned the criteria to become 'selected investors' because I believe the real public really want to know so that we can qualify ourselves to become 'selected investors'. Why Bursa didn't compel them to disclose the information of these 'selected investors' since they take up almost all the IPO's shares? Are they related to the promoters or initial investors? Don't you think it is important since if they are related then there is a very high chance they can circumvent the moratorium to make a quick bucks out of it. Why the Minority Watchdog didn't bring the issue to the authority?
Further breakdown of the shareholding of the enlarge Reach Energy as below:
Reach Energy Holding (Promoter) - 20%
Daya Material (Initial investor) - 1.74%
Selected investors - 76.7%
Real Public - 1.56% (Who ever successfully subscribe this portion can consider themselves extremely lucky)
Then below is the effective cash cost per shares for the various shareholders: (This is mind-blowing)
Reach Energy Holding (REH)
113.6M shares + 113.6M Free Warrant (FW) @ 0.045
142M shares + 142M FW @ 0.099
Total cost RM 19.17 Million for total 255.6 M shares + 255.6 M FW
Daya Material (I will just provide the cost directly instead of showing the calculation)
Total cost RM 20 Million for total 22,222,225 Shares + 22,222,225 FW
Selected Investors & Real Public cost is RM 0.75 per shares + FW
So just take the closing price of 1st trading day, Reach - 0.705 & Reach WA - 0.225
Paper gain for :
REH = RM 218,538,000
Daya = RM 666,667 ( not so much, probably that's why its share price fall)
Selected Investors = RM 176,000,000 (ohh ya! this is not paper gain since they can actually sell it)
Real Public = RM 900,000
Ya. They do gave the reasons to justify why the promoter should allow to have that potential gain :
1) They invested RM 10M before the IPO so if IPO failed to go through then they will have to absorb the lost. (basically they are telling us that they make a bet of 10 M for potential of more than 200 M)
2) The remuneration of the management team came from the fund that promoter put in, not the public subscription money. But they forget to mentioned that the management team is actually the promoter so the money is just left hand out, right hand in. So, where is the risk?
3) In case they failed to make QA within stipulated time, they might not get the pro-rata refund from the trust money. Well, since they already cycle back their initial fund from the remuneration, I don't see they have anything to lose at all.
Ya, I forget to show you the management team remuneration package: (I purposely took off their names)
So, whether they are justified to allow the potential WINDFALL or not, I leave it to you to make your judgement.
That's why to me, SPAC is the most brilliant invention of modern stock market.
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UPDATE: 25Feb2016
UPDATE: 25Feb2016
Cliq to be liquidated, SC rejects request for deadline extension
Probably the first in the series.