my initial thoughts on the delisting attempt, page-66

There are a couple of considerations from my perspective:

1. If there was some sort of deal with TIC there is still a process depending on the route taken that could result in a valuation being required and also wouldn't rule out someone contesting the valuation. If Ruffy put forth a price of say $2.50, I don't think people would contest it, assuming minority holders view the fair value at this point in time was $3. Don't forget the TIC Group has been holding the bulk of their shares since 2018 and would be deeply under water at current prices so even if they get the $30 million earn out bonus, they still would want a reasonable amount for their shares given the opportunity cost of holding so long.

2. Even if the earn-out is classified as capital in nature and not income, no matter how efficiently TIC Group runs their corporate structures (Trusts, Companies or Persons) they will likely be better off from a tax perspective in realising their shares in the various entities they hold them. If we say the avg price of their shares are $3.50 and they sold them for $2.50 they will not have any taxable liability as they likely settled the tax at the time of the scrip deal. (Assuming no scrip rollover relief) Whereas if a very small amount is offered for the shares and a large amount for the earn-out it's quite possible they wouldn't get as much on a post tax adjusted basis as the earn-out may well be recognised in different entities which hold the PGH units and discretionary trusts would also provide more flexibility to distribute carry over losses. In the case where there is a capital gain, the discount will also apply to individuals via a discretionary trust.

I've made some assumptions here but these comments are purely considering the mechanical workings of the transaction. I have no thoughts on the lawsuit, how it may play out and will leave that for the courts to decide.