Re: Denselight $$ Delay
posted on
Oct 25, 2019 05:40PM
I do not believe it's fear mongering at all.
The terms and conditions are discussed in the Management Information Circular sent to all shareholders. Under the subheading Closing Payment Structure on page 11, look at the second paragraph. The buyer has submitted two applications for ODI, but we do not know if the one for the first tranche has been approved - it may well have been, but we do not know it. Personally, I doubt it has been approved yet and that will be the excuse for not forking over th $8 mill by October 31.
Further, in the Circular, under the sub-heading "Risks Related to the Completion of the Transaction," which is on page 12 of the Circular, in the third paragraph, "Further, the Transaction will not close for a few days following the Closing on October 31, 2019... Payment cannot be made in full at Closing due to the Buyer needing time for its investors to transfer funds and to remit RMB currency for conversion to US dollars to be exported from the Country via an ODI process which is heavily regulagted by the PRC government."
Relative to the above language, the attorneys that prepared this Circular appear to be quite good, yet it must have been painful to write that first sentence with the small "c" for closing, then the capital "C" for Closing.
Finally, at the end of the Circular, in the actual resolutions that were passed (page 19 of the Circcular), notice the wide latitude officers and directors are granted in terms of changing the deal at least somewhat between the time of the authorization by the shareholders and Closing. I don't have any issue at all with this language and I think it's smart to include it, for exactly the situation where, for example, the ODI says "we need more info before we're going to okay the conversion of RMB to US dollars for the purpose of exporting the funds from China.
I have no problem with Poet's handling of the entire situation and I believe they've done as well as they could do, and I'm as certain as I can be of Suresh bona fides. But on the Buyer's side, I still think this whole ODI thing could be cover for delaying the tranfer of funds until they know a little more about the commercial potential and readiness of the OI. I'm not sure what a "few days" after Closing means as for the actual transfer of the money, but we will find out soon enough.
But when the $8 million is finally in Poet's hands, I will breathe a bit easier and the share price should see a bit of a rebound.