Shares of VivoPower International PLC (VVPR) recently skyrocketed over 50% intraday on news that the company entered into a definitive agreement to take a majority stake in Tembo e-LV B.V., a Netherlands-based light electric vehicle company. Headquartered in London, VVPR is a battery technology and solar power services company operating in the United States, Australia and the United Kingdom.
Research on FloatChecker shows a float under 5 million shares. That low float, combined with the exciting press release about electric vehicles, almost certainly contributed to such a dramatic one day move in the stock.
Let’s go through the financial filings of VVPR and determine the stock float ourselves. While the company is listed on the NASDAQ as a foreign issuer, it is still obligated to follow certain S.E.C. disclosure requirements.
Contents
- Form F-1/A – Registration Statement
- Beneficial Owners
- Schedule 13D Filings
- Conclusion
Form F-1/A – Registration Statement
In conjunction with its Tembo e-LV B.V announcement, VVPR filed a registration statement offering 2,380,952 ordinary shares of stock at a price of $10.50/share. The money raised is be used to “fund working capital needs,” including the Tembo acquisition. This filing provides a lot of additional information for us to calculate the float.
The prospectus summary explains that the company has 13,557,376 shares outstanding. That number will likely increase after the offering, but we will start with the above amount and account for the new shares at the end of our analysis.
The F-1/A filing later sets out the number of ordinary shares beneficially owned in excess of 5%. Shareholders that acquire more than 5% of the outstanding shares are required to file a Schedule 13D “beneficial ownership report” or the more abbreviated Schedule 13G. These filings contain information about the beneficial owner, including the purpose of the investment and potential restrictions on the shares, if any.
Beneficial Owners
The registration statement contains the following beneficial owners table, listing the name of the owners of VVPR and the number of shares held.
Importantly, beneficial owners must amend their 13D or 13G filings if there is a “material change” in their stock ownership. For example, if the number of shares beneficially owned increases or decreases by 1%, then an amended report will be filed with the S.E.C. The beneficial ownership table indicates to us that the shares are still being held by their respective owners. Otherwise, an amended 13D would have been filed if these owners recently sold or acquired shares.
Schedule 13D Filings
Let’s look a little deeper into this 5% ownership. The beneficial owners table has footnotes which point us to the relevant Schedule 13D filings for the entities AWN Holdings Limited and The Panaga Group Trust. The Schedule 13D filed January 31, 2017 by AWN Holdings Limited (formerly Arowana International Limited) recites the following restrictions on the sales of the shares:
While a bit difficult to read, the excerpt suggests the shares are available for trading after the release of earnings for the fiscal year ending 2019. There is similar language in the 13D for related subsidiaries of AWN as well as in the Schedule 13D for The Panaga Group Trust. If there are no restrictions on the sale of these shares, they should be considered part of the float. However, based on the representations in the beneficial owners table and the absence of an amended Schedule 13D, we will assume the shares are being closely held.
If we subtract the shares held by AWN and the Panaga Group Trust (9,418,335) from the outstanding shares (13,557,376) we are left with 4,139,041 shares in the float. This number is similar to our FloatChecker results from Yahoo Finance, Morningstar and The Wall Street Street Journal.
However, the beneficial owners table also indicates that the founder and CEO of VVRP, Kevin Chin, holds 1,315,762 shares. If we further subtract that number, we have a float of 2,823,279 shares – which more closely aligns with the results from FinViz and TD Ameritrade. But our review of the Panaga Group Schedule 13D shows that Kevin Chin is the holder of the Panaga Group shares. In that case, it may not be wise to count his shares twice.
Conclusion
While our analysis shows that the float is likely between 2.8 million and 4.9 million shares, that number will change after the recent 2,380,952 offering. Notably, our analysis shows a bit of the difficulty a lay person can have when trying to determine the float of a publicly traded stock. But I think it also helps to show why the float can vary from financial website to financial website. We are also aware that we didn’t account for all the restricted shares, such as those set aside as awards in VVPR’s equity incentive plans. Ultimately, the float of VVPR seems so low that these differences may not matter much to traders. It certainly didn’t the day the stock roared on the news of the Tembo acquisition.
