Takeover Tatics, page-22

Tassie,

If your suggesting that MB needs 90% to gain control of CTP by way of a "Hostile Take Over" that is not correct.

The 90 % rule relates to MB having 90% of shares already held by MB and MB wants to buy the balance of the 10% from other shareholders, they can make application to the Court to acquire the remaining 10% compulsory (i.e that the shareholders are ordered to sell to MB).

Remember that if MB has 90% at that stage, it is already taken over the company (either by way of buying shares on the market (until it gets to 19.5%) plus by way of hostile on market buying to get the additional 31.5% to get to the min 51% to control the company.

At 51% they can do anything they like, even less actually

BUT in this particular case I suspect that MB will wait until the current CR is concluded and then disclose its share %.

It will be a long way from 19.5%. There will not be any hostile take over offer.

That will be a tactic of last resort, if any second SOA fails.

So in my opinion the next move will be (around December 2017) for MB to make another SOA.

Remember it requires a special resolution with the majority of shareholders voting in person or by proxy to get to 50% + 1 and plus that 75% of actual shares voted on.

I have little doubt that the 75% aspect will get up on the current CR shares being given to the friendlies.

Next SOA

The next SOA will probably be around 12 to 14 cents

Again it will be offered on the basis 100% of the shares on issue be sold to MB. (Same as last time)

The reason being that their will be another 270 Mil shares on issue. so look at the last valuation then halve it to 10 cents and then add on a few cents for the $25 Mil in the bank and I think an offer of a price around 12 to 14 cents will be made .(maybe 15 cents)

I think this will happen around December because it will play into MB hands to have as many shareholders away on holidays and unable to be contacted to form a solid block against any SOA. (Divide and conquer)

Most people (Mum's and Dads) do not worry about the stock market from the second week of December and don't look at it again in serious terms until early February.

Allow 12 weeks from early December and you end up around early March 2018 for any vote. (12 weeks) this would give shareholders about 4 weeks to get a solid voting block together unless it is started now.

The ONLY way to stop any second SOA from being approved in my opinion, is to contact the 6,000 shareholders who did not vote and get at least 2,000 to stand together as a block and vote the SOA down again.

That requires many weeks of work, Many Many weeks !

A SOA will again require a special resolution.

I have little doubt that the 34 % that voted against the last SOA will be reduced down below the 25%.

That is the whole point of the current CR is to reduce the 34 % down to below 25%.

At the last SOA approx 2,000 shareholders voted in total , approx 1,350 voted to accept and 650 voted against, hence the 34% base.

As I say in my opinion the ONLY way to stop any future SOA is to contact the 6,000 shareholders who were too apathetic to vote and try and convince 2,000 shareholders to vote against the SOA.

Assume that the 1,350 shareholders in favor of the SOA stays the same. Then n the ONLY way to defeat the SOA is to increase the 650 who voted down the SOA to above the 1350.

In other words 1350 vote for the SOA and 1650 votes against the the SOA fails on the first leg.

Game over!

It will then required MB to go hostile if they really want to buy the company.

Someone will have to pay the costs of obtaining the share register (Say $600) plus the costs of sprinting correspondence to send to 6,000 shareholders (Say $1,000 for letters and envelopes)
then $6,000 for postage, a all up total of say $7,600.

But some one will have to stuff the envelopes at no charge, but assuming some one want to be paid, lets say $2,500 a total of approx $10,000

Just to clarify the company will not give anyone any email address that they have to contact the shareholders, they will ONLY give Name, Address and number of shares held an HIN.

So if the next SOA happens it will no doubt generate a large degree of anger by shareholders.

Nothing else will give the motivation to shareholders to remove the board.

Then you may well see a move by ND for board change as any future SOA will no doubt anger the shareholders and give the impetus for the removal.


CB