Two items of note for VGIN (long post):
The shares are subject to approx. 50% dilution and approximately 1/2 of the outstanding shares have just become free-trading.
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Dilution:
Each preferred share is convertible into roughly 100 common shares. That makes for an additional 3.3M shares. There are also about 1.5M warrants outstanding. That dilutes VGIN by 50%.
From SEC Form F-3, Nov 17,99:
In July 1999, we issued 33,948 Series A preferred shares. Our Series A preferred shares entitle the holders to certain preferences over our common shares,
including the following:
<snip>
- if we liquidate or wind-up our company or if we sell our company or in certain other circumstances, holders of Series A preferred shares are entitled to receive an
amount equal to $1,000 per Series A preferred share, or approximately $34.0 million in the aggregate, plus accrued and unpaid dividends, before holders of
common shares would be entitled to receive any distribution.
SERIES A PREFERRED SHARES.
Dividends on our Series A preferred shares accrue at the rate of 9% per year during the first three years after issuance, and 4% per year thereafter. Dividends will not be payable for the first three years. After three years, at our option, we may pay dividends in cash. If dividends are not paid in cash, they will continue to accrue and will be convertible into additional common shares upon conversion of the preferred shares.
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Distribution:
More than 1/2 of the shares outstanding were qualified for distribution in November. The stock takes off in December.
Hmmm.
Again from Form F-3:
Number of Common Shares
Common Offered Number of Percentage
Shares Owned Pursuant Common Shares Common Shares
BEFORE to this Owned After Owned After
SELLING SHAREHOLDER OFFERING(1) PROSPECTUS(2) OFFERING(3) OFFERING(9)
------------------- --------------- ------------ ----------- -------------
Warburg, Pincus Equity Partners, L.P. (4) 1,837,380 1,837,380 0 0
Warburg, Pincus Ventures International, L.P(4) 1,944,318 1,944,318 0 0
Warburg, Pincus Netherlands Equity Partners I, C.V. (4) 58,329 58,329 0 0
Warburg, Pincus Netherlands Equity Partners II, C.V. (4) 38,886 38,886 0 0
Warburg, Pincus Netherlands Equity Partners III, C.V. (4) 9,721 9,721 0 0
Hilal Capital, LP(5) 146,317(6) 74,362 71,955 *
Hilal Capital QP, LP(5) 381,408(7) 189,058 192,350 1.9%
Hilal Capital International, Ltd. (5) 491,185(8) 250,662 240,523 2.4%
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