Replies to post #146554 on Sino Agro Food Inc (fka SIAF)

[modes948]

SIAF's stake in TRW was reduced from 36.6% to some 23% in return for debt of some 62 million dollars.

How can you get a reduced stake by ‘paying’ $62M?

[Chrysanthemis]

This is in line with what I have understood from my last hour's study of the most recent 10K and 10Q filings.

What misled me was the 10Q filing for 2018-Q1, which states that SIAF increased its equity interest in TRW from 23.89% to 36.60% during the fourth quarter of 2017 (page F-5 and 19), hence an increase of 12.71%. Since then it is my impression that the company consistently has claimed that its ownership in TRW amounts to 36.6%.

However, the 10Q filing for 2018-Q2 states that $43,289,545 of accounts receivable is to be settled by Tri-way’s shares included in the 36.6% equity shares that the Company (page 15). Thus a future operation.

Hence it seems reasonable to assume that, as you write, the fourth quarter swap was reversed (or possibly never finalised) and that SIAF currently holds the original 23.89% of TRW. I haven't found any documentation of this possible reversal anywhere though.

However, this still leaves the interesting question of what SIAF will own after the share distribution.

From what I understand of yesterday's announcement, TRW will swap USD 62,338,065 of debt against 18.3 M shares at a unit price of USD 3.40645. But this will, unless I miss something, leave SIAF with its current ownership of TRW which will be higher than 18.3%, though possibly modified depending on how many TRW shares there will be after the distribution.

Any views from the board?

[The Swede]

I have seen no filling claiming that SIAF own less than 36.6%.

SIAF deaclared early that the carvout was a done deal, but the share reagistration by TRW was not finalized until a much later stage. So the ownership jumped from back and forward between 23% and 36% in the SEC fillings until the ICRIS filling was official.

https://investorshub.advfn.com/boards/read_msg.aspx?message_id=136333443

I'm not aware of any new ICIRS filling about change in share capital since the filling above was official, so the current ownership must still be 36.6%.


The 18.3% figure is familiar to me, I'm quite sure that these are the shares that the partners intended to "IPO" with the Hong Kong listing in order to be able to bay back the debt to SIAF.
I have been off for quite some time, but RD can probably shine some light to this.