This is a seriousblunder, which I’ve never seen before. “The change [reduction] in number of securities held arises from a reconciliation undertaken by Link Market Services Limited ("Link"), the share registry for the off-market takeover offer announced on 13 September 2023 by Bennamon Industries Pty Ltd, of acceptances receivedunder the takeover offer against numbers reported by Link to Bennamon Industries Pty Ltd during the end of year holiday period. There has been no disposal of any shares.”
“We [PGH] give ASX the following information [Appendix 3Y] under listing rule 3.19A.2 and as agent for the director [RG] for the purposes of section 205G of the Corporations Act”
It’s clear than Bennamon is blaming Link here for the 1.5m error.
The explanation is odd: since Link is recording acceptances under the offer (but I infer not on-market purchases) why would it need to “reconcile” its own figures, which it then reports to Bennamon? What else could it reconcile to? My guess is that (only) Computershare, as PGH’s registry, sees the whole, formal picture of Bennamon’s share acquisitions- both those under the bid and those on market. I further guess that Computershare discovered the error (perhaps thanks to WT) and told Bennamon that the 292,061,956 that PGH had reported in RG’s 3Y on 29 December was wrong, being inconsistent with Computershare’s records. PGH provides the 3Y to the ASX, but PGH must have got that info from RG (who got it from Link)-- since if PGH had got the info from its own registry (CS) it wouldn’t have been wrong.
This is a serious mistake, especially during a takeover. Perhaps Link double-counted some of the acceptances, or made an arithmetical error. This confession has highlighted that Bennamon is doing its own reporting, and not using the numbers in PGH’s share registry to do so. I don’t know how common that is in takeovers, but it emphasises the need for Link and Computershare to agree their figures every day, especially as the holding is getting near to 90%. Neither ASIC, ASX nor anyone else would know the true share ownership in real time. This mistake would have been even more serious if the numbers were close to 90%: Bennamon might (hypothetically) then have declared that that (it believed) it had just over 90.00% and begun the compulsory acquisition procedure in error. Unless someone challenged the size of holding, it’s possible that the CA process could have run its course to 100% based on a mistake i.e. that the bidder did NOT have the required 90%. I don’t assert that the mistake here was deliberate, but it’s a bad blunder. Here it’s fortunate that the mistake has been brought to light (I guess by intervention of CS) and it’s not at a threshold %. Perhaps some other previous disclosures have also been wrong. Computershare as PGH’s registrar -as “umpire”- must carefully monitor the numbers every day now to ensure that this doesn’t happen again (although I accept that it’s not CS’s fault).
