proportional takeover

Hi all,

What day, I am going cross eyed going through the posts.

Prior to last year?s AGM ,MEO included on the items to be voted for was a Proportional Takeover provision. It was passed by the shareholders.

The simplest way to get around this stalemate with the recalcitrant Partner, in my opinion ,is this:

Let the PF make a proportional Take- over offer for MEO. MEO would then retain a 70% interest in Artemis and the others could take a flying leap.

Maybe this current imbroglio was pre empted by MEO back in October in consultation with the PF in case one of the minor participants tripped up the Farm out at the last minute.

In my opinion it is probably CUE for all the reasons suggested by AustinNZ and it also my opinion the both CUE and MOG should be in a trade suspension. It seems fairly obvious to me that both are privy to the guts and glory of the deal.

Put them in a TH and that will put more pressure on the one that has not signed the side agreement.

Just my thoughts and some food for thought re Takeover.

To refresh your memory see below.

Extract from http://www.meoaustralia.com.au/icms_docs/57095_Notice_of_Annual_General_Meeting.pdf

7. Proportional takeover approval provisions
As part of the proposal to adopt a new constitution in Item 4 in the accompanying notice of meeting, it is intended to insert
Rule 6 which contains proportional takeover approval provisions.
The Corporations Act 2001 (Cth) sets out the terms of the relevant provisions to be included in the constitution. The
Corporations Act 2001 (Cth) also requires that we provide you with sufficient information to make an informed decision on
whether to support or oppose the resolution.
Why do we need the proportional takeover approval provisions?
In a proportional takeover bid, the bidder offers to buy a proportion only of each shareholder?s shares in the target company.
This means that control of the company may pass without shareholders having the chance to sell all their shares to the
bidder. The bidder may take control of the company without paying an adequate amount for gaining control.
To deal with this possibility, a company may provide in its constitution that if a proportional takeover bid is made for shares
in the company, shareholders must vote on whether to accept or reject the offer and that decision will be binding on all the
shareholders.
- 5 -
The benefit of the provision is that shareholders are able to decide collectively whether the proportional offer is acceptable
in principle and it may ensure that any partial offer is appropriately priced.
What is the effect of the proportional takeover approval provisions?
If a proportional takeover bid is made, the directors must ensure that shareholders vote on a resolution to approve the bid
more than 14 days before the bid period closes.
The vote is decided on a simple majority.
Each person who, as at the end of the day on which the first offer under the bid was made, held bid class securities is
entitled to vote, but the bidder and its associates are not allowed to vote.
If the resolution is not passed, transfers which would have resulted from the acceptance of a bid will not be registered and
the bid will be taken to have been withdrawn.
If the bid is approved (or taken to have been approved), the transfers must be registered if they comply with the
Corporations Act 2001 (Cth) and the company?s constitution.
The directors will breach the Corporations Act 2001 (Cth) if they fail to ensure the approving resolution is voted on.
However, if the resolution is not voted on, the bid will be taken to have been approved.

Cheers

HR

Only my views expressed above.