2020 BRN Discussion, page-28079

Hi Tec
Calling you Hi Tech has a nice ring when you are invested in BRN but I digress.

In answer to your question both the ASX and the ASIC have an online portal for reporting suspected breaches.

One of my strengths in the practice of the law as a result of my training as a Prosecutor was statutory interpretation. I was required in that roll on more than one occasion when new sensitive legislation was introduced to pull it apart and prepare and deliver lectures to specialist investigative units. Getting what they could and could not do right was critical and I am not aware of any incident where my instructions to them was called into question.

In private practice I was called upon by the Law Society of NSW to do the same thing on one occasion minus the lecture. The funniest experience I had was when there were major changes to the gaming legislation in NSW. I was retained by someone who approached me out of the blue and of whom it was later said was a Mr. Big of organised crime with connections to the Russian mafia to give a lecture to a room of fellows who I took would be illegal casino operators as to what the new laws permitted at Kings Cross. It was hilarious I was picked up after midnight driven to the venue which was a windowless room with all these very edgy fellows set up like a class room. At 2am I commenced the lecture and as was my practice at the end of the lecture I asked if there were any questions and it was complete silence and then the room was empty. Quite surreal I later found out that they were terrified of the Mr. Big fellow such was his persona. At one point I thought they must have all been on cocaine they were so edgy and nervous.

My two successful trips to the High Court to change the law were based upon what I believed was the correct interpretation to be given to legislation and I had multiple other success in this regard across multiple jurisdictions.

So the point of the above is that having looked at this legislation in regards to when a shareholder needs to report it is clear that once you have 5% of the share capital of any ASX listed company you have to file a notice within two business days. It is equally clear that if it falls below 5% you also have to report.

This however is the only clear thing in this piece of legislation in my opinion. As to when you report a 1% change and what that 1% relates too is entirely unclear and needs to be addressed.

Some shareholders of some companies file a notice every time dilution changes their holding by more than 1% some do not and when you read the provisions I can make an argument either way so this is "bad" law. The law is about certainty hence the old saying 'ignorance of the law is no excuse" only works if everyone can agree what the law means.

Yesterday's dispute is a perfect example of what happens when laws are poorly drafted.

In the present case having looked at the disclosures of Anil Mankar and his wife they may have been tardy then again they may not have been tardy. If they were tardy is it of consequence? The answer is clearly no as the ability of Anil Mankar, Peter van der Made and M.B to block any takeover remained in tact throughout and otherwise it made a negligible if any difference to their influence within the company.

On the question of have they given their voting rights away if you follow through the form and the statements made therein to the fact that they have personally signed not as individuals but as trustees of the share holding then it seems clear that they have not given away their rights to vote that holding.

Further the form, if you go to explanatory note 6., requires a copy of any agreement which may change the voting rights of the shareholders to be disclosed and a copy attached. No such document is disclosed and no such document is attached. So by this fact and the fact that they have signed as trustees I have no doubt that they have retained all the normal voting and other rights over their respective shareholdings at law.

So yesterday's dispute was inevitable not because of the individuals but because of bad drafting. I have seen these disputes with other companies over similar issues with reporting/non reporting where the 1% rule might apply and it is not the combatants fault they are both being reasonable however 'bad' laws create problems of interpretation. The evidence for this law being badly drafted is to be found in the fact that there is such a wide variation in what is done by shareholders across the whole of the ASX.

My opinion only and as I say I am just another anonymous poster who holds shares in this company and has as a result bias if I have told the truth about holding shares in the company. If I have not told the truth then I also have a bias either way do you own research.
FF.