sembawang revised offer, page-6

I'd voted against the EGM Resolution the day I received the documentation. The revised offer from Sembawang has only confirmed to me that this was the right course of action.

The MAH Management / Board have done an absolutely terrible job with the Construction Business. In spite of several previous debacles, they continued to operate the business in a manner that made it necessary to raise additional capital just to keep the business running.

From my perspective, the need to raise "working capital" for a mature business is the ultimate failure of a Board. Its one thing to raise capital at the start of a business venture, or if a business is expanding into new areas. Its completely unacceptable for a company's management to fail to manage exposures and cashflow, such that it requires additional capital just to continue operating.

Compounding this problem, is the Board's desperation to do a deal with Leightons at any cost, just to preserve their positions. The conflict of interest in promoting a deal that favours the largest shareholder at the expense of all others by a Board whose positions are largely secured by the largest shareholder is obvious.

The icing on the cake was the view of the "independent" "expert" (and yes, I use both words advisedly) that the deal was not fair to minority shareholders. A Board searches around for a friendly "independent" expert that will confirm its desired course of action. To only be able to find one that confirms its actions are unfair tells shareholders all they need to know.

The Board's pathetic pleading for shareholders to vote as per its recommendation, coupled with its "by the way we have a gun to your head, as there's no telling what might happen if you vote against the proposal" is even more disgraceful. How about apologising for creating the situation in the first place.

As for the legalities of breaking one deal and going with another - I tend to lean to the influence of commercial considerations rather than contract law.

I agree that Sembawang has been a loose cannon with its offers to date. However, the revised Sembawang proposal is clear - there are no conditions, no wriggle room. Its made the offer, its made it as a formal announcement to the ASX.

Leightons may threaten legal action if MAH withdraws, but does that make sense commercially? The Sembawang proposal has clarified how opportunist and low-ball the LEI offer is. I doubt whether LEI would benefit from further antagonising other shareholders, and further destabilising a company in which it has a significant investment. It would seem a more logical long term approach to either increase its offer or walk away quietly.

Step 1 - Vote NO to the EGM proposal;

Step 2 - We should look for Directors that represent all shareholders, not just the biggest one.