Giving free warrants to IPO subscribers has resurfaced in Bursa Malaysia this year after many years of absence. Sunway Infrastructure Berhad was the first company who gave away free warrants when it was listed in 2003. This year, MClean Technologies and soon to be listed Hibiscus Petroleum are the ones who give free warrants to IPO subscribers. Unfortunately, giving away free warrants also means that the IPO price is overpriced. Investors who are attracted to the free warrants attached to IPO must know that the warrant is actually “not free” because the “overvalued” IPO price will most likely drop due to profit taking. In any case, investors should wonder why is there a need to give away free warrants at IPO stage.
The latest IPO with free warrants is Hibiscus Petroleum, the first SPAC (Special Purpose Acquisition Company). The bulk of the IPOs will be done through private placement (190-390 million shares at 75 sen each) and a small portion of 10 million shares will be made available to the general public via balloting. The ratio of free warrants(Warrant-A) to ordinary shares subscribed is 1 for 1, which is actually above the normal restriction of total issued of company warrants not exceeding 50% of existing shares. Furthermore, there is another tranche of warrants (Warrant-B) which would not be listed but has a much lower exercise price of 10 sen as against 50 sen for Warrant-A. Warrant-B was issued to initial investors of Hibiscus Petroleum.
Hibiscus Petroleum, being a new type of company (SPAC), is a tough sell as it is basically a “blank cheque” company. Why would investors want to pay such a high premium to subscribe new shares in a company with no track records and when initial investors are already getting many fold increase in the valuation of their investments based on the IPO price. These investors also gets Warrant-B with a much lower exercise price than Warrant-A. (Please refer to the Prospectus on Initial Investors subscription of RCPS and subsequent conversion feature)
The creation of free warrant with an intrinsic value of 25 sen (Exercise Price of 50 sen as against IPO price of 75 sen) is basically telling subscribers that the promoters are giving out too much “goodies” to attract investment. In addition, the refund feature of SPAC for dissenting shareholders will be used to provide an additional “buffer” to new investors. (Please refer to prospectus of refund feature).
Will Hibiscus do another MClean? I think smart investors already know the answer!
随着MCLEAN科技招股送凭单后，现在又有一家新上市公司大红花石油有限公司（HISBISCUS PETROLEUM）要赠送凭单来吸引投资者认购。如果投资者没忘记MCLEAN科技和双威基建这两家在上市时派送免费凭单的公司股价表现，大红花石油上市后的股价并不受看好。
大红花石油日前宣布已经获得证券监督委员会批准其上市计划。该公司是大马股市首家特别用途收购公司（SPAC）。这类公司在上市时是一家无业务及收入的空壳公司。特别用途收购公司是向投资者融资后方收购业务和资产。该公司计划融资1亿5000万至3亿令吉。相信因为这类公司是股市新产品，派送凭单是为了“奖励”愿意做开路先锋的投资者。
根据大红花石油新股招股书，这家公司所筹到的资金将会拿来投资石油开采和生产公司。股东若对收购的业务或资产若感不满可要求公司退还约九成 投资。而凭单的行使价是定在50仙，比75仙新股认购价低三分一。
根据以上资料，发行人其实是通过财技吸引投资者。由于筹到的资金有约九成是被锁定在第三者的信托公司或金融机构，投资者若对收购的资产不满可要求退款，再加上免费赠送的凭单有25仙的内在价值，投资者无疑会心动。不过投反对票的投资者只能在收购资产完成后才能获得退款（在扣除一些费用后）。如果收购资产不能完成就不会退款。这项条例看来对投资者有保障但这项保障的弱点就是可以“拖钱”。
这家公司所做的和多年前双威基建进行招股时的动作都是一样。如果没有像凭单那样的“甜品”做奖励，一般投资者一定不会认购。 当然我不否定大红花石油在目前石油价高的时候或有支持，但使用到赠送凭单这一招的前科都不算好。投资者若要认购真的要三思.
(Wrote by The Specialist Warrants)
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