My first paragraph is again below: "I read the paragraphs as ADN are likely to be open to a JV, and one way to do that to maximise SH value is allow a JV partner the option of buying into the company itself to get that ownership."
The key word is 'open', meaning on ADN's terms. The amendment is around a 'proportional takeover', and these types of 'practices' do not have to be 'hostile' takeovers is my point. There is nothing stopping any entity doing a hostile takeover in full, which the Constition itself says, which would make the amendment around 'proportional takeover' irrelevant. And if it is a 'hostile' proportional takeover bid I doubt SHs would vote in favour to be frank, i.e.I certainly won't, especially if what the entity doing the 'takeover' is proposing to do is seek to take control of the company
Proportional takeover bids in the market are quite rare, the first link below suggests very very rare, and generally are voted down by shareholders without an intent of why, but at times they do occur where 'management' is considered not great by an existing SH enetity which is not obviously the case here. Proportional bids may not be at a significant premium to say 'hostile bids' either so generally fail is my point, without a higher purpose, and when they are lodged as 'hostile' it is to take opportunity of an asset not yielding sufficient short term returns, and why they get voted down.
In a full takeover scenario, 'hostile', you do find situations in the market where the entity doing the TO sets a lower limit of when the bid becomes active (i.e. like say it is active to be honoured when 51% of the shares in entity x are been secured by the entity doing the takeover). Compulsory takeover provisions in full doesn't apply in a TO scenario until 90% of shares are secured in any event.
ADN wouldn't be the first company to have such a provision either - so time will tell why it is there, and I simply have a different perspective.
JVs come in all shapes and sizes as well - there is equity for offtakes btw as well. I personally wouldn't be surprised if an entity having an offtake with ADN, particularly a large offtake, wouldn't ask for a small stake in the company either. especially given ADN holds other assets where MEP is not a existing JV partner.
In the past I have speculated that if anyone wanted to get a 25% stake in some of ADN's projects they would simply lodge a full TO of MEP btw or buy MEPs 25% stake itself, since MEP has other areas of interest itself - Post #: 47406935
Pure speculation, but I am open to other reasons for what ADN is doing. But as i said I doubt SHs would be approving a 'proportional TO bid' if it is deemed a 'hostile bid'.
All IMO
ADN Price at posting:
14.0¢ Sentiment: None Disclosure: Held
(20min delay)