Ann: Havilah Secures Funding of up to $100M from GFG Alliance, page-79

@chrisCarter

While nice in theory, do you really think the HAV Board and CEO are going to do that?

In my opinion, from late December 2018 this is what Mr Gupta wanted: 51% and control of HAV. Mr Market does not like it, neither do I.

It is a takeover structured as a shareholder-approved transaction (Section 611 item 7 structure - see ASIC Regulatory Guide 74 below). It just needs approval by an ordinary resolution.

One question, are HAV shareholders receiving a premium for loss of control?

Remember, the most commonly used takeover structures are: an off-market takeover bid (for either a company or trust), a scheme of arrangement (for a company) and a trust scheme (for a trust).

Less commonly used takeover structures include: a shareholder-approved transaction.

I have included, for information purposes only, the following March 2019 Allens Takeovers Handbook (with extracts) for you to read over the weekend:

https://www.allens.com.au/pubs/pdf/ma/takeovers-handbook.pdf

The 20% rule operates as a limit on how much a person can acquire in an ASX-listed company

The following acquisitions of relevant interests in voting securities are exempted from the 20% rule (see pages 18 and 30):

Shareholder-approval transaction:
Acquisition approved by an ordinary resolution of securityholders of the relevant entity. The following persons cannot vote in favour of the resolution: the acquirer, the acquirer’s associates.

The transaction must be approved by target shareholders under section 611 item 7 of the Corporations Act (which is an exception to the 20% rule).

ASIC has put out the following Regulatory Guide 74. It sets out its guidance on the takeovers exception for acquisitions approved by members contained in item 7 of s611 (item 7) of the Corporations Act, including guidance on the disclosure required and the voting restrictions imposed by item 7:

https://asic.gov.au/regulatory-reso...uides/rg-74-acquisitions-approved-by-members/

It also explains how ASIC monitors compliance with these requirements.

Cheers

These are only my random thoughts and it does not constitute investment advice. Before acting on any information you read and before making any financial or investment decisions, you should always consult your advisor(s) or other relevant professional experts.