RG has not given shareholders the courtesy of disclosing his holding at the bid expiry. He is obviously furious that he didn’t get to 90% and is showing his contempt for minority investors. He did not lodge a new substantial shareholder notice so he must have less than 88.86%. His last 3Y showed his share acquisitions on and off market up to COB on Thursday 6 June. Under listing rule 3.19A.2 I believe he must disclose by tonight what shares he acquired on Friday 7 June, the last day of the bid.
I wasn’t able to replyon the previous thread to 3 posts, so I have commented here.
GIZ “Can anyone confirm if now that the offer haslapsed the IBC (what a joke) will now be dissolved and the board will revert tobeing as a normal listed company board?”
I expect so; however,the question of “normal” is moot with RG owning 88% of the equity. RG has saidhe intends to appoint more directors, which is fair enough. I always felt that4 directors was too small a board. I would not shed any tears if the two IBC directors resigned. They have given poor service to shareholders, since capitulating as a condition of RG raising the bid to 84c. They unwisely agreed to use “best endeavours” to support that bid, and appear to have interpreted that as meaning that they could not even provide commonsense commentary to shareholders on uncontroversial matters, or arrange such from independent lawyers. They may also have developed a degree of Stockholm Syndrome with RG by having done his bidding for several months, as far as the bid was concerned. They may have been doing a good job as directors on internal company matters- who knows? It is inevitable that the board will be dominated by RG now, but the important principle is to have highly competent directors who can stand up for their opinions, and govern for the benefit of all shareholders.
Trickspen I agree about limited likelihood of speculative interest. The volume won’t be available, with at most 3% of the stock (probably much less) capable of being swayed by that. Any big buying or selling would move the price by such a large amount that it would be counterproductive for the speculator. I agree about little downside: I have bought 55,000 before and after the bid closed. Not advice DYOR
Standen I’m not a lawyer. My comments are only observations in response to your hypothesis. I assume you are referring to RG in your question, not other directors being potentially derelict. Re RG I strongly doubt it. There is a longstanding principle that the duty of a director is to the company as a whole, not to the shareholders either individually or together. (As a separate point, I doubt that one could argue that RG’s behaviour amounted to oppression of minority holders, since the “minority” was huge (50%) at the time of the bid).
RG would knowmore than the other directors and most or all of the shareholders what Pact’sprospects are or were, BUT he “recused himself from Pact's board andcommittee discussions regarding the offer due to his conflict of interest.”This is very important and a strong prima facie argument against thehypothetical question of “dereliction”. Anyone seeking to argue a case of dereliction would need to refine their argument and provide irrefutable evidence for such a view. This would likely need to show, also, evidence of breach of the continuous disclosure obligations and perhaps also misleading behaviour. Such a case would, I expect, be very expensive and extremely high risk for the plaintiffs.
It’s alsoimportant that the Board commissioned an independent expert report and valuation,as required under the Corporations Act for 2 reasons: because RG was a directorof Pact but also because he as bidder had over 30%. Shareholders were always free to disagree with the conclusions of that expert report, or with the IBC recommendation to accept the bid. Even after the expert changed the emphasis of the valuation from a control value to a (lesser) minority value, the upper end of the valuation range was still nearly 50% more than the 84c revised and final bid. As the revised bid was only 1c above the bottom of the expert’s valuation range, that should have been a red flag for shareholders. Despite this, holders of three quarters of the shares not owned by RG chose to accept the bid, albeit over a very protracted period.
So I think theanswer is a strong “no”, but lawyers may disagree. My comments are definitelynot advice, and are only responding to a hypothesis. DYOR
