Private Placement
The clause below entitled 'Subordinated Loan' is from Adeptron financial statements for the period
ending June 30th, 2009.
Pls someone tell me that I am reading this wrong.
The way I read it Adeptron claims to have negotiated Private Placement of $1.5 mil with R.H.
in return for issuance of 18,750,000 warrants convertible to common at $.08 for 3 yrs.
However additionally this so called private placement is still listed as a LOAN on Adeptron's books
under long term debt for $1.5 mil maturing Nov 2010 at prime + 2%??
Am i to assume this LOAN is still owed to R.H.??
Pls tell me that Adeptron is not that desperate for cash that they would have negotiated this
sweetheart deal with R.H.??
"c) Subordinated loan
On November 12, 2008, the Company completed a private placement financing with its major shareholder, R.H.
Global Technologies Ltd., consisting of a subordinated loan of $1,500 and common share purchase warrants.
As part of the private placement, the Company issued 18,750,000 common share purchas e warrants, each of
which entitles the holder thereof to purchase one common share of the Company for $0.08 per common share
for a period of three years. The subordinated loan has a principal amount of $1,500 maturing on November 30,
2010 and carries interest of bank prime plus 2% per annum. The principal and total accrued interest payment
are due on the maturity date. There are no covenants associated with the subordinated loan. The loan is
subordinated to the bank’s senior lending facility.
The Company allocated the $1,500 gross proceeds received from its private placement to debt and equity based
on the relative fair values of the common share purchase warrants and the subordinated loan. The fair value of
the common share purchase warrants was determined to be $375 using an option pricing model and the fair
value of the subordinated loan was $1,125. In addition, the Company incurred financing costs of $32 related to
the private placement and $12 to the warrants issued."