Umthombo Springs Business Plan — Capital Structure & Dilution
Each holding follows correctly from the stated valuations. Series A investors subscribe R30 million at a R66 million post-money for 45.5%; the 10% option…
Capital Structure & Dilution
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- Overview & contents
- Important Notice & Disclaimer
- Executive Summary
- The Company & the Water Source
- Market Analysis
- Products & Unit Economics
- Production & Operations
- Route to Market
- Quality, Certification & Compliance
- Sustainability & Water Stewardship
- Transformation & Community
- Management & Governance
- The Two-Series Funding Structure
- Series A Funding Adequacy
- Implementation Roadmap
- Competitive Positioning
- Financial Plan & Projections
- Capital Structure & Dilution
- Investor Returns & Sensitivity
- Risk Analysis & Independent Findings
- SWOT & Strategic Analysis
- Exit Strategy
- Key Performance Indicators
- Conclusion & The Investment Ask
- Annexure A: Detailed Financial Statements
- Annexure B: Assumptions Book
- Annexure C: Scenario & Sensitivity Detail
- Annexure D: Export Operations Manual
- Annexure E: Regulatory & Certification Register
- Annexure F: Series A & B Term Framework
- Annexure G: Detailed Risk Register
- Annexure H: Data Room Index
- Annexure I: Glossary & Investor Questions
|
Stage |
Pre-money |
New money |
Post-money |
Investor stake |
|---|---|---|---|---|
|
Series A |
R36.0m |
R30.0m equity |
R66.0m |
45.5% plus a 10% option pool |
|
Series B |
R135.0m |
R60.0m equity |
R195.0m |
30.8% |
|
Step-up |
2.05x |
|
Holder |
Holding at exit |
Invested |
Basis |
|---|---|---|---|
|
Series A investors |
31.5% |
R30.0m |
45.5% diluted by the 30.8% Series B issue |
|
Series B investors |
30.8% |
R60.0m |
Issued at Series B post-money |
|
Founders, management and community trust |
30.8% |
R9.0m |
44.5% after Series A, diluted by Series B |
|
Employee option pool |
6.9% |
— |
10% created at Series A, diluted by Series B |
|
Total |
100% |
Each holding follows correctly from the stated valuations. Series A investors subscribe R30 million at a R66 million post-money for 45.5%; the 10% option pool leaves founders with 44.5%. Series B investors subscribe R60 million at a R195 million post-money for 30.8%, diluting everyone else by 69.2%. Series A therefore holds 31.5% at exit, founders 30.8% and the pool 6.9%, and the four holdings sum to precisely 100.0%. Cap tables in plans of this kind frequently do not add up; this one does, and the step-up of 2.05 times is correctly calculated from the Series A post-money to the Series B pre-money.
16.1 The community trust’s anti-dilution protection
The Plan states that the trust’s 14% holding is protected by anti-dilution provisions funded pro rata by the founder vehicles. On a pro rata basis without that protection, the trust’s holding falls from 14% at incorporation to approximately 4.31% after both rounds, it is diluted to 44.5% of its original share by Series A and then to 69.2% of that by Series B. Holding the trust at 14% of the fully diluted register therefore requires the founder vehicles to transfer roughly 9.69 percentage points of equity. At the base-case exit equity value of R439 million, that transfer is worth approximately R43 million, considerably more than the R9 million the founders and management have invested in cash. The commitment may well be intended and honoured, but a promise of that magnitude should be quantified in the Plan, documented in the shareholders’ agreement, and reflected in the returns table, which currently shows founders, management and the trust as a single 30.8% block without distinguishing them.
16.2 Funding structure by round
|
Series A — R48.0m |
Amount |
Series B — R85.0m |
Amount |
|---|---|---|---|
|
PET line and blow moulder |
R14.5m |
Export working capital |
R24.0m |
|
Site, building and civils |
R8.5m |
Premium glass line |
R22.0m |
|
Working capital and contingency |
R6.5m |
PET capacity uplift |
R12.0m |
|
Source development and protection |
R4.5m |
Market development and certification |
R12.0m |
|
Launch marketing and trade |
R3.5m |
Warehouse and export staging |
R7.5m |
|
Water treatment plant |
R3.2m |
Brand and trade investment |
R5.0m |
|
Utilities and power |
R2.8m |
Contingency |
R2.5m |
|
Lab, vehicles and warehouse |
R3.0m |
||
|
Certification and compliance |
R1.5m |
||
|
Total |
R48.0m |
Total |
R85.0m |