Hold vs Accept vs Sell on Market, page-21

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richardwth

256 Posts.

369

09/01/24

12:02

Post #: 71790902
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Originally posted by Username123: ↑

It’s not a silly question at all. Fortunately, all holders should be covered under ASIC regulations. Any higher price negotiated with a fund / large holder should benefit all other holders.

Regulatory Guide 9: Takeover Bids has a section specifically covering “The minimum bid price”. RG 9.149 states the following but you may wish to review the entire section for further clarity since your interpretation may differ from my understanding:

“The ‘minimum bid price rule’ in s621(3) provides that a bidder making a takeover bid must offer consideration at least equal to the maximum consideration that the bidder or an associate provided, or agreed to provide, for a bid class security under any purchase or agreement during the four months before the date of the bid (pre-bid purchase).”

There are rules for determining the value of pre-bid non-cash consideration. Regulations around collateral benefits are also clearly defined.

RG will also need to comply with the 3% creep rule although there is of course the possibility that at that stage he may already be at 87%.

Expand

SIDE DEALS Agreed with all, but most importantly Kin has stated that the bid is final so it is not allowed to increase it in any way, whether by cash or other consideration. Kin would have to wait until the bid expires and then wait at least afurther 4 months (although ASIC's opinion is that the gap must be at least 6 months) before rebidding. Creep use would also have to wait at least 6 months after bid expires.

This also means that Kin can’t "promise" NOW by a nod and wink to give a higher benefit directly or indirectly to a PGH holder after the 6 month gap expires. There must be a gap of 6 months where the air is clear and there are no contingent promises or understandings hovering in the background. Kin may be smart and tricky but the law, ASIC and TO Panel rules and practice on this are very clear.

Not advice DYOR

PGH Price at posting: 90.0¢ Sentiment: Hold Disclosure: Not Held
4 Upvote

0 Great analysis

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