Ann: Executive and Deputy Chair Appointments and Revised CEO Rem, page-5

I, williamteddy and others, have posted many times, at length, on hotcopper about these PGH matters. Please read these previous posts if you want the detail, but here is a summary.

Geminder’s takeover expired on 7 June, at which point he and his interests had 88.04%. By law he (and his associates) can’t buy any more PGH shares until 7 December. He does not, of course, have to buy any more PGH shares, although it’s almost certain that he does want to wrap up 100% ownership eventually.

After 7 Dec he canbuy up to 3% PGH shares under the so-called creep rule. There are also two different routes under which he can try for compulsory acquisition of the remaining 12%: one of these would involve a second takeover, the other doesn’t. The various factors involved in each method are legally and tactically complicated.

In ordinary circumstances I wouldexpect RG to return with a much better second takeover offer to buy out the minorities. However, he is now (paradoxically) in a position where the takeovers provisions will tend to be more helpful to the 12% minority investors. This is also made much harder for RG because 6.5% of the 12% remainder is held by vendors of the TIC business which was sold to Pact. This is summarised very well in Packaging News“Geminder’s bid was thwarted in large part due to a long-running dispute he hasbeen in with two businessmen over a $30 million on payment for a retailsecurity tags and coat hanger business he bought from them five years ago. Theduo, David Harris and Mark Gandur, bought six per cent of Pact shares over theChristmas period, in what turned out to be a successful attempt to stop Geminder’splans. Their $30 million dispute with Geminder will be heard in court nextApril [2025].”

Their role in any future move by RG to get 100% is crucial. Unless they agree to the price that RG is will to pay for the remainder of Pact, RG has almost no chance of succeeding (unless they hold out for an absurdly high price and RG can convince the court to overrule them). Even if these holders of 6.5% are willing to take a highly priced offer by RG (which must be offered to ALL PGH shareholders) such a bid could still be thwarted by some of the other holders – in fact by as little as 3%.

Any bid for control is, at least in theory, separate from the litigation with RG mentioned above, but in practice it’s highly unlikely that either party would commercially separate the two matters. Whether the parties settle out of court before the trial starts in April 2025 is moot.

Given all the above, it’s likely that the struggle for control of PGH may run until early 2026, perhaps even longer.

Delisting is strictly an unrelated matter. RG raised it as a threat many times during his takeover to try to cajole holders into accepting his bid. It probably persuaded some people, but many investors (including myself) thought that it was not a big deal. A nuisance yes, but not a major problem- and certainly not worth selling out for at well below fair value. Delisting is a matter for the ASX. The earliest possible date at which this could be activated is June 2025, when RG (through Pact) could apply to the ASX to delist Pact. That is not a foregone conclusion: it is a matter of judgment by ASX, and depends heavily on how many shareholders remain at that time, and what spread they have. Unless there is a very substantial thinning out of the register by June 2025, I doubt that ASX would be sympathetic to a delisting application, especially given the controversy above.

I am convinced that, eventually, RG will wrap up 100% control if and only if he offers an attractive price that satisfies at least 10% out of the 12 % remaining shareholders. This may take a long time. I am happy to wait, and (at least) the 5 biggest holders have indicated the same by refusing the bid.

Don’t expect a quick resolution to this, but I’m confident that, for the patient, a much better price will eventually emerge.

Not advice DYOR.