oip shareholders beware, page-12

goodaye Fairgopat and others,

I have no shares in OIP or GGX, but am a long-time s/h in ESG.
I have only briefly looked at this issue.
The posts re merger are really informative and interesting, and you appear to be on to something.

I have been involved in a few Schemes of A, whereby I was forced to hand over my shares - and did not enjoy the experience at all. S/h can really be ripped-off in these situations. All you need is for a big s/h to want a particular outcome, and the S of A just forces the small s/h to comply. Remember, in a S of A the predator does not need to get to a 90% level of s/h.

From these posts it appears that there is widespread discontent amongst the OIP s/h.

Can I offer some thoughts?
1. for a S of A to get up, they coys must get court approval. They need to get it before they mail out docs, then they must go back to court and present to the court the results of the vote.
2. for a S of A to pass, I think it needs 75% of votes cast, and 50% of s/h to vote in favour.
3. if ESG votes its shares (23%) in favour of SofA, then OIP/GGX is a good way there in terms of %.
4. s/h can put real pressure on the proponents of the Sof A by doing some of the following:
a. Court - i am no lawyer, but IF the Scheme gets the required approval, then s/h can present at Court and argue that the Sof A should not get approval of the Court. (Note: I think you could make the representation to Court yourself - cheap and no real downside). From your comments you have real issues with:
(i) independence of directors - try and show they are not truly independent eg other associations, lack of experience, did they get proper advice, what actions did they take to determine whether the offer/valuation was fair and reasonable eg getting other expert advice to value GGX assets
(ii) the valuation - how reasonable was that? - did they include or exclude assets they should have/not have? how did they value? were they reasonable in ascribing value to GGX o/seas assets? have a look at other similar vals to determine if valuer was reasonable
(iii) provision of info to s/h - did they provide you with proper info to allow you to make a decision? -eg "the lawyer" you refer to- should s/h be appraised of the issues he raised?- because if they were serious enough for meeting to be delayed, then they must have been serious enough for OIP s/h to have been advised of what the issues were.
(iv) did they provide you with the proper notices, and was the timing correct?
5. the Court will look at the response of s/h. if enough s/h put their names to an application to the court to disallow the Scheme, it will carry far, far more weight than if only one s/h complains.

If you are serious, have a look at similar applications on website http://www.austlii.edu.au/forms/search1.html

6. any ESG s/h can question ESG and try and establish why they are doing what they are doing. you may get some ammunition.
7. have not looked at previous posts- but those of Holy etc may have raised other issues you can put before the court.
8. try and find out the name of the lawyer/s/h who caused the delay of meeting - try and team up with them.
9. last resort - if you have enough "skin in game" get together a fighting fund, and get legal representation.
10. it sounds as though the S of A will cause a real transfer of wealth from OIP to GGX - there alone will be a good source of ammunition.

good luck
cheers