Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
What you have to keep in mind is that anything related to this transaction emanates from Triway. This reinforced/bolstered from SIAF having provided Triway the option to pay its debt in cash, cash plus shares, or shares, only. i.e. Triway's choice on when to pay and how to pay it.
My guess is that TRW may not yet be set up with a PR wire service (much less a web site) and, as such, is why we only see the information disseminated through SIAF's web site so as to inform SIAF's s/h's.
My other guess is that since the pay-date is on Nov. 14 and since SIAF usually files its 10Q around this same time, it wouldn't be unlikely that details behind the transaction will be fully disclosed by SIAF via the 10Q; in lieu of issuing an 8K. Don't know for sure, but certainly seems plausible.
Glad to see more optimism returning to the stock. It's certainly taken time but hopefully things are on the right track going forward.
Hi all, I received the following yesterday evening from Dan. I've been reluctant to post it, but since it's merely an overview/clarification it shouldn't be an issue. It's not forward looking, so hopefully I'm not burning any bridges by uploading it:
Hi Xxxxxxxx,
I usually refrain from responding directly to shareholder questions, especially throughout this period when we’ve passed the end of a reporting period and have yet to file the 10K.
That said, I know you’ve been a long-time shareholder and I trust when you say you’ve never sold a share (although, if you had that would not prejudice me in any way), but I do know you’re interest and hope is in seeing the company succeed, otherwise you likely would have sold your position by now and no longer be interested in how things go from here.
Please understand that my remarks might not be as specific or complete as you’d like for them to be, but during this period I can only provide general clarification.
First, why do you assume that the TRW loan is predicated on the performance of SIAF’s share price? SIAF, for all intents and purposes, only represents 36.6% of the ownership in TRW. What of the other 63.4% ownership? Their personal assets and/or guarantees certainly carry value. Also, SIAF as an OTC stock is “non-marginable” when it comes to conventional lending. Even if the banking syndicate were willing to accept SIAF shares as collateral, what value would they possibly hold? In light of the drop in PPS, maybe 40% LTV? And even then, possibly only on a small portion of the LOC? It’s because of having sufficient resources from partners that loan approval remains positive. Someone else had asked me why not reduce the loan-ask? One must remember revenue projections are part and parcel of why the loan is even being considered in the first place. To reduce the loan-ask, means reducing build-out time, sales projections, etc. and therefore increasing exposure on whatever (reduced) loan amount is made available, even though one typically tends to think that reducing the ask would be a quick fix, when, in actuality, could mean a more protracted process due to adjusting the metrics so as to maintain the syndicate’s interest in TRW.
You asked about “top-up” and collateral shares. As a reminder there are 2 purposes for collateral share backed loans. One for SIAF (overall) and the other for a Trade Facility (backed by SIAF) for the Shanghai Distribution Center ( http://www.sinoagrofood.com/content/shanghai-distribution-center ). The trade facility (revolving line) represents about 70% of the collateral shares outstanding. Because of the drop in SIAF share price, the TF line has been reduced rather than attempting to issue additional “top-up” shares to maintain the maximum line allowable; last top-up on the TF occurred in Q3. The other 30% of collateral shares are held on third party loans, which currently represent around 2.7m shares outstanding. Again, the Company’s intends to see these 3rd party loans paid off and shares returned either by their respective due dates, or sooner if funds become available.
Regarding the SEC review. You asked what red-flags were raised for the SEC to audit the 2016 10K. There were no red-flags. The audit/review is simply SOP for the SEC in conducting a triennial review of registered publicly traded companies. Once completed, a final 10-K/A will be uploaded. You also mentioned the annual meeting, which frankly is predicated on receiving no further comments from the SEC. In other words, you cannot distribute an “incomplete” 10K with your proxy, which until any/all matters are reconciled and a final 2016 10-K/A filed, is essentially the case when it comes to how the SEC would view the 10K at this stage, i.e. not in “final form”. Being required to hold an annual meeting is not an SEC issue. Rather an OTC issue, and more specifically an OTC-QX issue. Worst case scenario is that SIAF reverts back to OTC-QB, but I’ve been in contact with OTC and they’ve been very accommodating to allow the extension, thus far.
I know you had other questions, but those will need to wait until the 2017 10K is filed before we can expound on them. Some of them will be answered in the annual CC.
Hope this has helped answer your questions in some way. As I said, further details will be made available in the 10K and/or via PR as they materialize.
Please remember I’m just as much of an investor in SIAF as you are and wish to see SIAF succeed in every respect, like you.
Thanks,
Why would you know that? Is there a public report/red flag on Burnham back in 15 that you're aware of? Again, sometimes snow you tend to have a habit of spreading it and walking away leaving everyone else smelling it.
Thanks Swede, appreciate you looking that up.
Thanks Swede, is he named in the suit?
From 10Q1-2015:
SJAP has been recommended by the Xining Government to participate in the acquisition of two subsidiaries of Sanjiang Group whereas Sanjiang Group is one of the largest agriculture conglomerates in China, operating since 1958 with total assets exceeding US$15 billion. The two subsidiaries in focus would provide synergy with SJAP in terms of meat production and cattle and plantation farming. Each subsidiary carries long term supply contracts with the Government, and reflects notable profits throughout their respective years of operation. SJAP is honored that it has attained the confidence and stature to be offered this unique opportunity by the Government, and has joined forces with Burnham Securities to explore this opportunity.
From what I recall, Burnham served as advisor/investor to SIAF. If they were involved in a loan to SIAF it likely would have been as an intermediary between the lender and SIAF. I don't think that they themselves were lenders, again more of a conduit, if so.
Also, it was McCloury McCleary (something like that) who served as SIAF's advisor from what I recall. Not sure if he's still with Burnham.
You've sold, empty and/or his family friends have sold, this guy or that other guy has sold, and somehow you want me to believe that daily market volume primarily comes from the collateral share boogieman? Laughable
NASDAQ has no other responsibility than to itself. They're a self-regulated corporation, not a regulatory agency. Whatever outside info they get casting doubt on the prospective applicant they're likely to err on the side of caution and not bother with the risk.
Doesn't mean that NASDAQ couldn't have taken better initiative, rather it's the fact that SIAF had at the time only met NASDAQ's minimum qualifications allowing falsehoods and inuendo serve to sabotage an already tenuous set of circumstances; especially with NASDAQ who already has too many irons in the fire to take a chance on a Chinese company that's been made to look ever the more suspicious.
As for your question as to whether Joe played a role in this, that's something for the court to decide. The simple fact that he's admitted to being complicit in both seeking and attaining SIAF's rejection by NASDAQ justifies obtaining facts through discovery. The fact that Joe will incur legal fees in the process can simply be chalked up to him having brought that financial burden on himself through his own negligence.
Sorry RD, this type of action by Joe goes much deeper than that.
I know that he may have been taking an opportunity to puff his chest about how he sabotaged the NASDAQ application, but if he actually did take this initiative and levied false information or unsubstantiated information to NASDSAQ, SIAF could take recourse and file suit to collect whatever legal, auditor, etc. fees they had incurred through the application process.
Also, depending on whether anyone had invested in SIAF at the time the NASDAQ application had been submitted and incurred a loss once it was made evident that SIAF had been denied listing, they'd have every right to join suit and seek damages.
I will be informing SIAF of Joe's admission and encourage them to seek legal counsel's advice, especially if the cost incurred was substantial and warrants seeking restitution.
Subpoenaing NASDAQ for material reviewed in the application process is something easily garnered once suit is filed, depositions ordered, etc.
Thanks for sabotaging the NASDAQ process. Didn't know this had been the case, but certainly helps having some of the additional pieces to the puzzle in place, explaining why SIAF was denied listing.
Really?! That's your concern? One of the lenders being Garrett, separate of the usual tripe spread on this board about toxic financing. The company will have to disclose in the 10K, anyway. Frankly, knowing that it's Garrett, I'm ok with waiting until then, regardless.
Hey folks, don't think it's a long-shot to say that whoever had been selling off yesterday knew this article was coming out today.
More so, wouldn't hesitate to think that this had been orchestrated.
What they probably hadn't factored in was that there would be buyers willing to pick it up.
Tried their best to inflict pain, but in the end had only been able to manage a sting.
Correct.
Wrong. TRW is not the one distributing its shares to SIAF shareholders.
It's SIAF that is distributing its TRW shares to its shareholders.
That would be like saying that if Apple held shares in GE, and GE decides to simply bypass Apple and send its shares directly to Apple shareholders, instead.
Doesn't work that way. Apple is GE's shareholder and w/b the one to receive GE shares. Then, if Apple decided to distribute them onward to its own shareholders, would do so, accordingly.
In some ways at least with cash dividends the tax liability can be regulated and not as onerous as paying (I think he said) $10m all at one time.
Frankly, I would prefer them not having to pay 35% tax, since that money could be coming into our pockets, instead. But not sure if there's a way around this.
From what I gathered, SIAF.
From what he said, any money repatriated to the US (which is true for any profit distribution) is taxable at the corporate rate.
By keeping money offshore, SIAF has been able to forego tax in the US.
It's when profits are brought back (and then distributed) that tax is owed.
Not only that Handlamera, but there is a thing called a "quiet period" that needs to be observed both now and throughout the F-1 process, not just based on SEC rules but on the HKSE's, as well.
Not that anyone cares, as you'll witness in the near future the complaining and whining regarding, "Why doesn't give the Company provide more updates?" "Why aren't they being more transparent?" "They need professionals running this operation, not these clowns!!!" etc. etc. etc., ad nauseum.
Wah wah wah, coming from those who haven't a clue as to how the process works. Sad.
Why would the market care? It never gave a sh*t when the EPS was coming in strong. It won't give a sh*t now, especially since it flatly disregards anything, other than Triway, when it comes to SIAF's operations. Just reading this message board alone provides enough evidence of this being the case.
Absolutely. If the Lender failed to hold SIAF's collateral shares (as beneficiary owner) on the spin-off record date, they would then have to buy Triway shares out of the market (which is not an option until they trade publicly) or, they would need to reimburse SIAF for the value of those Triway shares that instead were received by whoever held the SIAF shares at the time of spin-off.
I’ve decided to respond to the asinine information that continues to be convoluted on this board when it comes to how Triway shares distributed to current SIAF shareholders will be handled/treated by the likes of Avanza, Nordnet, etc.
Firstly, the premises from which your analysis of the information provided you should be based upon:
1) Brokers are nothing more than glorified bank tellers. Remember this whenever you seek advice from these “so-called” professionals.
2) Their supervisors are nothing more than glorified bank tellers who got the promotion because there was an opening and these firms hire internally.
3) Read. The internet is a glorious wealth of information on the subject.
Secondly, the process:
1) Triway’s HK agency receives a list of those individuals who held SIAF shares with the number of shares each held on the record date. The record date will occur two business days following the ex-dividend date.
2) Avanza, Nordea, etc. are listed as the shareholders of record. They will receive your allocation of Triway shares in their name, not yours. It will be up to Avanza, etc. to internally allocate the shares, accordingly, to SIAF investors based on their holdings as of the record date, which they would be able to do with a simple print-out of shares held as of the record date. If anyone here had been around when the F-share was distributed, it follows the same pattern as before.
3) Once the shares are registered on HKSE, (i.e. close of offering) the shares will be available in electronic form.
4) In the States, there is what is called an IPO lock-up period of six-months, which means that the distribution of those shares and the record date do not typically occur until after 6-months have passed the close of offering. In SIAF’s instance, the distribution is intended to occur before the IPO, and as to whether the lock-up period following the close of offering is still required (since, likely the shares already will have been held for six-months from the time of distribution to the time of IPO in order to meet Rule 144), is something that the SEC is likely having to provide its comments on as SIAF works through the regulatory process. Also, we’re talking about a foreign entity (Triway) trading on a foreign exchange (HKSE), so not really sure how much Rule 144 will apply in this instance. So, depending on the SEC’s interpretation of the matter, either the shares would be free-trading in your account at the time of IPO, or, if they insist otherwise, may only be available for trading 6-months following the IPO. Trust me when I say that the 6-month lock-up is SOP, not a contrived f*ck up on SIAF’s part that some of you will immediately try to place blame upon.
In conclusion, it is best to remind those at Avanza, Nordnet, etc. that much of the same procedure they had to follow for the F-share distribution is what they will be required to follow for the Triway distribution, as well.
Also, there is no way in hell that these large institutions do not trade on the HKSE. I can find any podunk brokerage firm in the US that can trade over the HKSE, and if they cannot handle the trade internally, they’d certainly have a custodian in Asia that can handle it for them. Custodian’s charge for their services, so maybe that’s the bottleneck that have them feeding you that line, because, otherwise, there are means for them to trade on the HKSE with little to any problem.
Hope this helps.
It's likely the guy who'd tried to corral SIAF into his tiny hands in Sweden/Norway, only to find that the company told him to F/O.
Now, he's heading home deflated and taking his ball with him, selling shares if for no other reason than to make one last attempt to hang onto his promise of, "I told you so."
RD, 3 main takeaways here:
1) ABC provides a rolling audit of the company, which should help quell the naysayers regarding SIAF's "questionable books, practices, etc." albeit via Triway.
2) Major bank gives major nod to what most would still consider, a fledgling company, with the option/opportunity to have the line increased as experience and funding needs dictate.
3) ABC opens their Rolodex to outside funding sources.
WOW!!! ABC provides RMB100MM LOC. Thanks Swede
Lloyd Blankfein: China Confidence on the Rise
If you desire to keep your TRW shares in certificate form then that certainly is your prerogative.
Once shares are registered and publicly traded there is nothing that the company can do to prevent shareholders from having them deposited into their respective brokerage accounts. Technically,the TA would automatically transfer the shares to those accounts unless instructed to issue them in cert form by the shareholder.
The downside to keeping them in cert form is that in order for you to sell you'd have to locate a buyer; something that the exchange would handle for you, otherwise.
Drop in shareholders likely due to 2 factors:
1) those that transferred shares from DTCC to EuroCCP when transferred to Merkur; and
2) FINRA now requires that holdings of shareholders whose whereabouts cannot be verified be remitted to the proper unclaimed funds division in the state where company is domiciled, in this instance, Nevada. Likely, occurred in last dividend round when the F-shares had been distributed. Recall Volcanic Gold dates back to 1974, i.e. many have either died, moved with no record of change of address, etc.
Totally agree. Merkur was, and remains, a means of thwarting whatever gains SIAF had been able to realize on the OTC (however small) to ever come to fruition.
It has been the agenda of a few to corral gullible lemmings (my apologies to those in the Nordics) toward adopting negative sentiments toward the company only because the company has been unwilling to succumb to their take-over agenda.
Step one, de-list from Merkur.
Step two, allow Triway to gain ground on the HKSE.
Step three, move SIAF to the HKSE.
It's about time to call the manipulators for what they are, which are "sore losers" whose attempt(s) to take over SIAF to meet their personal agenda has been thwarted. And, in response, are doing whatever they can to depress the PPS to spur the ire of lemmings against the company in a last ditch effort to bring the company to its knees.
IMO, they can stick it up their collective a*ses.
Myself, I'll wait for the Triway shares, and at the same time congratulate those who have bought shares at these ridiculous levels who will gain those shares at the expense of lemmings that have sold out since they obviously are unable to distinguish their a*holes from a hole in the ground.
It's time to call a spade a spade, and in this instance those who complain when all indications are that the company is moving in the right direction, the jacka*ses that they deserve to be called in the first place.
Hopefully, I've made my point extremely clear, especially to those who continuously whine and complain based on the share price on any given day. To be honest, I'm tired of listening to you as I'm sure the majority of us who do our best to hold onto our shares and are very capable of seeing the forest for the trees.
To be honest Swede, you're one of the few that have gained my respect as you've dealt with the same fallout that results from the few that spew their agenda (or weakness) on this board to dissuade the Swedes and the Luckys of this world from ever seeing "OUR" agenda given a chance to come to fruition.
In the end, it's the Swedes and the Luckys, who have not succumbed, that eventually will be the ones whose collective message takes over this board once rid of the jacka*ses who wind up with nothing.
meant to deduct, but was focused on the message that N/I from discontinuing ops needed to be included to get real view of actual return. doesn't pay to rush. thanks
Not true. You need to add in the $14.9m (i.e. real dollar net income) generated by discontinued ops to get a truer picture.
The $14.9m when added to the $64.8m from continuing ops, brings the total net income, excluding the $56.9m gain on disposal, to $79.7m.
Thus, on 21m shares provides a $3.78 EPS for the year, not $2.09.
May be non-GAAP, but provides a clearer picture on "actual" return".
a) Tri-way equaled AF1 equaled ~$37m.
b) Tri-way carved-out.
c) unincorporated / unconsolidated AF2 thru AF5 merge with Triway equals ~$340m (i.e AF1 thru AF5).
d) AF1 = ~$37m in value (SIAF, Inc. portion ~$27m).
e) SIAF in exchange for the current value of its AF1 portion plus deposits/pre-pays made to AF2 thru AF5 receives ~$81m (or 23.89%). In addition for Tri-way debt owed to SIAF, an additional 12.71%.
As for "who assessed the EV", likely the appraiser working on behalf of the bank. Otherwise, ECOVIS would refuse to sign-off on audit. i.e. would have to think that ECOVIS was consulted prior to these numbers having been made public.
I agree. They'll likely buy because in addition to the $2.50/sh one-time gain that Swede alluded to, there is a more than 4:1 increase in Tri-way value held by SIAF as a result of the carve-out.
i.e. what had been 100% ownership of ~$27m in EV is now 36.6% of ~$340m in EV, or ~$124m.
With the carve-out completed, Tri-way, (the new Tri-way) will (in concert with its lead underwriter, i.e. major SE Asian Bank) work to book pre-IPO subscriptions.
Also, when it comes to the working LOC, Tri-way (not SIAF) is the entity that will subscribe to the LOC once the appraisal is completed, submitted and accepted by the lender.
Yes and no. The 32% designated for investors is what is being distributed to pre-IPO investors by Tri-way, not by SIAF. i.e. Tri-way will be the one issuing (up to) 32% of its holdings to pre-IPO investors commensurate with the agreed to selling price(s).
Cleaner (complete) copy of the release:
http://mb.cision.com/Main/13869/2202850/636697.pdf