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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Figure 20. Ownership through both rounds.

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%

StrengthThe capitalisation table reconciles exactly

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

Key findingThe community trust's protection is promised but not quantified, and the cost is substantial

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