the total gandel takeover

Hate to state the obvious but the first question shareholders should be asking themselves is are they happy with Gandel effectively taking total control of Gip with a possible doubling of his shareholding?

It was hard enough stopping Gandel running off with half the company for peanuts when he had 21.4%!

Do not see why Gandel should be the underwriter when it is a blatant conflict of interest that could lead to his total control of the company.
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https://www.macquarie.com.au/edge/article/COMPANY/GIP/081a6402a8d11310VgnVCM100000c502890aRCRD/

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The Directors and other related parties of the Company may not apply for any Shortfall Shares. However, Gandel Metals, a company controlled by Ian Gandel, as the sub-underwriter to the Rights Issue, may acquire New Shares (following
allocation of Entitlements and Shortfall Shares) under the sub-underwriting arrangements summarised in Section 4.6.

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The combined maximum interests of Abbotsleigh and Gandel
Metals in Gippsland's issued capital will be between 21.4% and 39.5% (or 24.4% and 41.9% if Abbotsleigh acquires Shares prior to the Record Date or additional rights under the Rights Issue pursuant to the 3% Creep Exception
described in Section 4.6 below), representing a controlling interest in Gippsland by Ian Gandel. Such a controlling interest has the potential to impinge upon the ability of the Board to run Gippsland in a fully independent
manner.

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133,824,073 Shares are held by Abbotsleigh Proprietary Limited, an entity of which Ian Gandel is a director and shareholder, as trustee for the I Gandel Share Investment Trust, an entity of which Ian Gandel is a beneficiary;

It is the current intention of Ian Gandel, Jon Starink and John Kenny (the Directors with a direct or indirect holding of Shares) to take-up all of their respective Entitlements offered to them under this Prospectus. It is the current intention of Jon Starink and Ian Gandel, subject to market conditions, to purchase Rights during the Rights trading period pursuant to this Prospectus or additional Shares on-market(subject to compliance with the takeover provisions of the Corporations Act) prior to
the Record Date. The other Directors may or may not purchase Rights during the Rights trading period pursuant to this Prospectus or additional Shares prior to the
Record Date.

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Sub-Underwriting As noted previously, Gandel Metals of which Ian Gandel is the sole director, has agreed to sub-underwrite the Rights Issue. Ian Gandel also controls Abbotsleigh, a major shareholder of the Company.

Ian Gandel Control Scenarios under the Rights Issue
As at the date of this Prospectus, the current relevant interest of Ian Gandel in the Company, through Abbotsleigh's shareholding, is 21.4%.
Abbotsleigh has confirmed to the Company that it presently intends to take up its Entitlement under the Rights Issue as an Eligible Shareholder with respect to its holding of 133,824,073 Shares.

Ian Gandel has also indicated a current intention,subject to market conditions, to purchase Rights during the Rights trading period pursuant to this Prospectus or additional Shares on-market (subject to compliance
with the takeover provisions of the Corporations Act) prior to the Record Date. The maximum increase in voting power pursuant to any such acquisition is 3% pursuant
to section 611 item 9 of the Corporations Act (?3% Creep Exception?).

The maximum increase in Ian Gandel's voting power by reason of:
(a) Abbotsleigh's entitlement to subscribe for New Shares under the Rights Issue;
and
(b) any New Shares acquired under Gandel Metals' underwriting of the Rights
Issue,
will be 18.1%, bringing Ian Gandel's voting power to approximately 39.5% (if no Eligible Shareholders take-up their Entitlements). If Ian Gandel acquires Shares prior
to the Record Date or additional rights under the Rights Issue, pursuant to the 3%

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Creep Exception, the maximum number of New Shares that he would be entitled to acquire under the Rights Issue is 187,540,415 which would bring his total to 340,118,529 Shares or voting power of 41.9% upon completion of the Rights Issue.

The following table shows the number of Shares on issue at the date of this Prospectus and the total number of Shares on issue as at the close of the Rights Issue
based on the maximum total Shares to be issued under the Rights Issue (assuming
the existing Options are not exercised).
Shares Number Existing Shares 625,134,716
Maximum number of New Shares to be issued pursuant to the
Rights Issue (assuming no existing Options are exercised)
187,540,415 Total after completion of the Rights Issue 812,675,131

An analysis of the impact of the Rights Issue and underwriting on the effective control of the Company has been undertaken to indicate the effect on Ian Gandel's
relevant interest in the Company under various scenarios. The results are detailedbelow.

Each scenario below assumes that there is no exercise of existing Options by any party prior to completion of the Rights Issue.

Before Rights Issue
The following The following table shows the existing capital structure of the Company at the date of this Prospectus.
Shareholder Shares % of Total Shares
Ian Gandel/Abbotsleigh(1) 133,824,073 21.4
Others 491,310,643 78.6
TOTAL 625,134,716 100

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Scenario 1 ? Maximum Entitlement take up by all Existing Eligible Shareholders
The following table shows the capital structure of the Company at the close of the
Rights Issue if each Eligible Shareholder elects to take up each of their Entitlements to
subscribe for Shares pursuant to the Rights Issue.
Shareholder Shares % of Total Shares
Ian Gandel/Abbotsleigh(1) 173,971,295(2) 21.4(2)
Others 638,703,836 78.6
TOTAL 812,675,131 100

Note 2: If Ian Gandel acquires Shares prior to the Record Date or rights under the Rights Issue pursuant to the 3%
Creep Exception provision described above, the maximum number of Shares that he may acquire pursuant to the
Rights Issue under this scenario is 45,773,435 which would bring his total to 198,351,549 Shares or voting power
of 24.4%.

Scenario 2 ? Ian Gandel, through Abbotsleigh, takes up 100% of Abbotsleigh's Entitlement, all other Eligible Shareholders take up 50% of their Entitlement (and
Ian Gandel, through Gandel Metals, takes up its commitment pursuant to the subunderwriting
arrangements)

The following table shows the capital structure of the Company at the close of theRights Issue in the event that other than Abbotsleigh, all Eligible Shareholders take up
50% of their Entitlement and Abbotsleigh elects to take up all of its Entitlement underthe Rights Issue as an Eligible Shareholder.

Shareholder Shares % of Total Shares
Ian Gandel/Abbotsleigh(1) 247,667,891(2) 30.5(2)
Others 565,007,240 69.5
TOTAL 812,675,131 100

Note 2: If Ian Gandel acquires Shares prior to the Record Date or rights under the Rights Issue pursuant to the 3%
Creep Exception, the maximum number of Shares that he may acquire pursuant to the Rights Issue under this
scenario is 116,656,925 which would bring his total to 269,235,039 Shares or voting power of 33.1%.

Scenario 3 ? Ian Gandel, through Abbotsleigh takes up its Entitlement, nil take up
by other Eligible Shareholders (and Ian Gandel, through Gandel Metals, takes up its commitment pursuant to the Underwriting Agreement)
The table below shows the capital structure of the Company at the close of the Rights Issue where all Existing Eligible Shareholders (other than Abbotsleigh) elect not to take up their Entitlement.

Shareholder Shares % of Total Shares
Ian Gandel/Abbotsleigh(1) 321,364,488(2) 39.5(2)
Others 491,310,643 60.5
TOTAL 812,675,131 100

Note 2: If Ian Gandel acquires Shares prior to the Record Date or rights under the Rights Issue pursuant to the 3%
Creep Exception, the maximum number of Shares that he may acquire pursuant to the Rights Issue under this
scenario is 187,540,415 which would bring his total to 340,118,529 Shares or voting power of 41.9%.

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Ian Gandel's Intentions for the Company
Given the potential increase in Ian Gandel's voting power in the Company as a result of Abbotsleigh's participation in the Offer and Gandel Metals' sub-underwriting of the
Offer, there is also a requirement to provide details of Ian Gandel's current intentions for the Company in the event that he gains effective control of the Company.

Ian Gandel has informed the Company that if he were to gain effective control of the Company by virtue of Abbotsleigh's and Gandel Metals' shareholdings, including New
Shares acquired under the Offer and the sub-underwriting of the Offer, the current intentions of Ian Gandel are that he will procure that the Company:

? generally continue the business of the Company;
? work closely with the Directors to raise the funds necessary to meet the
Company's cash requirements;
? subject to any legal requirements, not make any major changes to the
business of the Company nor redeploy any of the fixed assets of the Company;and
? subject to detailed internal review of the operations and budgetary constraints of the Company, continue the employment of the Company's present employees.

The intentions and statements of future conduct set out above must also be read as being subject to the legal obligation of the Directors at the time, including Ian Gandel

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(who is also a Director), to act in good faith in the best interests of the Company and for proper purposes and to have regard to the interests of the Shareholders.
The implementation of Ian Gandel's current intentions of his ownership of the Company will be subject to the law (including the Corporations Act), the Listing Rules
and the Company's constitution.

In particular, the requirements of the Corporations Act and the Listing Rules in relation to conflicts of interest and "related party" transactions will apply as Ian
Gandel is currently a related party of the Company by virtue of his Company directorship.

Ian Gandel would only make a decision on his courses of action in light of material facts and circumstances at the relevant time and after it receives appropriate legal
and financial advice on such matters, where required, including in relation to any requirements for shareholder approval.

The statements above are of current intention only which may change as new information becomes available or circumstances change. The statements should be
read in this context.
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As Dean said conclusion is gandel is trying to take control.

Robert