gn33-removal-of-entities.PDFHey guys, while waiting for other members who have more knowledge into law, I have attached the Guidance Note 33 with this post and express a few opinions from the email.
First of all, based on the email from Kins Group, it stated that it can delist Pact from ASX without the needs to get to 90% and the normal circumstances requirement of 150 holders owned more than $500.
Let's start with
Guidance Note 2.1For me, from reading the guidance note, there are acceptable circumstances where Pact can be delisted such as:
* The directors of the entity have determined for some other proper reason that is no longer in the interests of the entity and its security holders for the entity to remain listed on ASX (Guidance Note 2.1 Page 3/17)
However, ASX won't accept circumstances where delisting is based on:
* To avoid the approval of security holders
* To avoid the disclosure obligations of the entity to ASX
* To coerce shareholders into selling their shares at undervalue price ( Guidance Note 2.1 Page 3/4 out of 17)
So, the letter only points out one way without showing the proper content from the Guidance Note.
Next is Guidance Note 2.10 (Page 10/17)
It stated what it said in the First Independent Report of Objection, that the usual conditions to be delisted are:
a) the bidder needs to have at least 75%
b) there are less than 150 holders owned less than $500 of Pact shares
c) the bid remains open 2 weeks after the bid's closing date
d) the bidder applies to ASX no later than 1 month after the close of takeover bid if the bidder satisfies criteria a) b) and c)
Since criterion b has not been met, currently there are around 1800 of Pact shareholders owned more than $500 here. The number could fluctuate but not all the WAY down to 150. NOT THAT I KNOWN OF SINCE MY LAST 5-6 visits to inspect Pact's register since January, 2024.Next is Guidance Note 2.7 (Page 7 to 9/17)This is where I see the point of this letter and again it extracted only one end without telling holders the other bigger END here.
Basically, this is a section where Pact shares is not readily able to be traded on another exchange and this is where Kins Group (in my opinion) wrote to us the email. What the law said is yes while you need to have less than 150 holders to delist it, but in the case of put it on a different exchange, and where Pact shares on ASX becomes an obstacle, then a special resolution is put ahead and Kins Group can vote.
HOWEVER, THERE ARE 5 CIRCUMSTANCES THAT EXCLUDED HIM FROM VOTING
1) Where ASX is concerned that the delisting is to avoid the approval of other shareholders (BIG TICK!!!)
2) Where ASX is concerned that the removal will have the effect that the entity will no longer be subject to the disclosure obligation (ANOTHER BIG TICK)
3) Where ASX is concerned that a security holder likely to obtain some other material advantage or benefit from the entity no longer being listed on ASX (WHO COULD IT BE? ANOTHER BIG TICK)
4) Where the entity has been the subject of a takeover bid in the preceding 12 months (NOW, YOU SEE WHY THEY KEPT MENTIONING 12 MONTHS? 12 months and 1 day doesn't count under the law right?)
5) Where ASX otherwise considers it appropriate in any case to impose a voting exclusion (YAY, ANYTHING AND ANY REASONS RIGHT?)
In my opinion, I think the letter only said one END, without telling the other ENDS.Furthermore, the email was sent without an endorsement from Ashurst or any LAWYER?
HODL HOLD HODL!!
(20min delay)