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Foote and Astronomical partners eyeing stake in iCreate

Attorney Able-Don Foote and partners will be taking a stake in iCreate Limited under a reorganisation of the company that is now describing itself as a digital media operation.

Shareholders approved the plan to sell a piece of the iCreate to Foote, but the details of the deal being worked out between the parties were not disclosed.

Astronomical Holdings, which is owned by Foote and minority partners Muna Issa and Geoffrey Ziadie, will be buying into iCreate through a specially created vehicle called AHL (SPV).

The vote on Thursday approved a five-point resolution that gave iCreate the go-ahead the reorganisation and to pursue the of digital outdoor advertising company, Visual Vibe.

“We’re building out the divisions and subsidiaries of the group,” said CEO Tyrone Reid. “Some will be organic, some will be by acquisitions. There is Visual Vibe and I can confirm that we’re having other conversations,” he said.

The company, which went public and listed on the junior stock market as the operator of a digital training institute, is already taking steps to restructure its balance sheet. A $50.5-million loan from investment company D’Equity was converted to shares in May, as was a $18.28 million injection that Wilson himself had made in iCreate through his personal company Kintyre Holdings, he said.

Astronomical is expected to buy into iCreate after it has acquired Visual Vibe. However, the company is not commenting on the deal.

“I’m offering no comment at this time except to say that a full commentary and analysis will flow once the transaction is closed,” Foote told the Financial Gleaner.

AHL (SPV), which was incorporated on July 13 of this year, is 100 per cent owned by Astronomical Holdings Limited, while the shareholding in Astronomical is split among Foote – 500 million shares; Issa – 107.14 million shares; and Ziadie – 107.14 million shares. Ziadie and Issa acquired their holdings in January.

At Thursday’s extra-ordinary general meeting, iCreate shareholders also approved plans to offer up to 212.5 million shares for subscription via a rights issue; and gave the nod to the convertible debt financing for loans of J$100,000,000 and US$400,000 to be provided by Astronomical Holdings Limited and Kintyre Holdings Limited, respectively” to facilitate the Visual Vibe acquisition.

iCreate currently has 308.56 million shares in issue. The stock traded Friday at $4.42 per share, valuing the company at $1.36 billion on the junior market.

Shareholders questioned whether the issuing of the 212.5 million shares would take the company outside of the $500 million cap on share capital for junior stocks to which Wilson responded that iCreate would be consulting closely with their advisers.

The query comes amid a doubling of the company’s issued share capital over the span of a year, from $55 million to $124.6 million as of June. The rights issue is intended to raise $425 million, which could take iCreate over the cap.

“We’re actively looking at a number of options in consultation with our attorneys and our investment partners at VM Wealth to see what the best move should be,” Wilson told shareholders.

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