panel publishes reasons, page-8

Bottomfeeder - to put you (and others) in the picture:

Class A's are ENTITLED to a dividend - that's enshrined under the Constitution.

Ordinary shares are NOT entitled to a dividend.

And yet you continue to say that a court would be hard-pressed to allow a dividend to one class and not the other. Well, I've just given you one very, very, very good reason.

And the reason for it being in the Constitution is as follows:

Class A shareholders have contributed equity capital in the company, and so like Ordinary shareholders, have a right to share in the profits.

But Class A holders have far less a say in how the company should be run, and do not generally share in surplus profits and growth of the company.

In fact, until a 14c ff p.a. is paid, nothing of ANY of the profits accrues to Class A's - it ALL goes to the benefit of Ordinary shareholders - not in the form of an Ordinary dividend, but by way of increased intrinsic value on the balance sheet, once the balance sheet equity of the company exceeds the equity contributed by the Class A's.

CMI shareholders' equity has always has been WELL in excess of this figure. But the situation at the moment is that we are seeing a transfer of what is rightfully the dividends of the Class A's, to the Ordinary shareholders, of whom Catelan is the primary beneficiary.

But, you ask, should the dividend be paid? Using the Board's own estimate, the company will make $10.5 million after tax. With $3.92m going to the Class A's, this is a 37% payout ratio, well below the typical 40%-60% you've quoted.

But that typical ratio is for the 'typical' company, and the typical company enjoys nowhere near the stability of the excellent financial position in which CMI now finds itself. Because unlike a 'typical' company, CMI has no net debt, strong cash flows and plenty of surplus cash. Hence, the company could quite comfortably go to even, say, a 70% payout ratio.

Also keep in mind, the 40%-60% adopted by companies already balances the need for growth with the need to reward shareholders. Again, this is even without any legal obligation to pay a dividend to Ordinary shareholders.

The case for the Class A payment is VERY strong; the Board stands little chance.