From the parts of the agreement released it would appear that the associates of FAS that indicated that they would vote with FAS on any issues and accept the offer are only bound to the original agreement if the bid conditions remained the same. Now that the bid has been declared unconditional FAS will have to re approach each associate to determine their position. They will have pretty easy legal recourse to get out of it if they want to. After all, this time accepting means they will definitely get FAS shares in exchange for their GWR, even if FAS fail in their takeover.
I imagine this is the main reason why the 1 million share holder previously an associate of FAS has chosen to pull out. I suspect he will be the first of many to renege their position. After all when you cut to the chase, this is a battle for control of the iron asset. Nobody wants to have a cut of FAS unless it gains control of the iron.
This is of course unless FAS cuts a new deal with the associates saying that they do not have to redeem their shares within 30 days unless they want to. In this case they can remain associates and part of the FAS relevant interest without converting to FAS shares. FAS will not directly own their shares though. Given the underhanded nature of proceedings thus far I would assume this would be the route otherwise FAS' relevant interest will drop like a stone in the next few days.
If this situation came to pass, essentially the FAS relevant interest would comprise people who will act with FAS in any voting, but does not imply that they will sell their GWR shares into FAS if takeover fails. Of course you minority shareholders will probably not be offered the same courtesy.
Cheers UIO
GWR Price at posting:
0.0¢ Sentiment: Buy Disclosure: Held
