Ann: Bidder has relevant interest in 96.3% of Realm Shares, page-11

This is the clause that everyone needs to become familiar with:

If the Bidder Group becomes the holder of at least 90% of the Realm shares but does not acquire at least 75% of the shares the subject of the Takeover Offer

According to the Supplementary Bidder’s Statement issued on 14 March 2018, if the Bidder Group becomes the holder of at least 90% of the shares but does not acquire the interests in at least 75% of the shares subject to its offer, the Bidder Group intends to give notices to compulsorily acquire any outstanding Realm shares in accordance with Part 6A.2 (general compulsory acquisition) of the Corporations Act. This is now done with todays announcement


In these circumstances, an independent expert’s report will be prepared which will state whether, in the expert’s opinion, the terms proposed in the general compulsory acquisition notice give a FAIR VALUE for the securities concerned. The independent expert’s report will be prepared by an expert nominated by ASIC and appointed by the Bidder. In assessing whether the terms proposed in the general compulsory acquisition are fair, the valuer must assess fairness in accordance with Regulatory Guide 111 and Section 667C of the Corporations Act. ASIC will nominate someone in 14 days (hopefully not Deloitte)


If a general compulsory acquisition is undertaken, the Bidder Group has given an undertaking to the Takeovers Panel that the proposal will be at least equal to the Revised Consideration of AUD 1.35 cash per share, and the offer must occur within a six-month period (as per the Corporations Act). The floor undertaking of AUD 1.35 is only applicable if the general compulsory acquisition commences before 31 December 2018.

The Bidder Group will be able to increase the consideration offered under the general compulsory acquisition at any time, or potentially decrease the consideration post 31 December 2018. If the Bidder changes the consideration paid in respect of the compulsory acquisition process from AUD 1.35, the shareholders who previously accepted the Revised Takeover Offer will not receive the adjusted offer price.
This is where Taurus are laughing - they only have to buy out ~ 3.5% of the company at fair value

The Bidder Group will be entitled to commence the general compulsory acquisition procedure on obtaining a beneficial interest in at least 90% of the shares.
If the matters set out in the bullet points below occur, the Bidder Group will compulsory acquire the remaining interest in Realm:
 no Realm shareholder objects to the compulsory acquisition, or the number of objecting Realm shareholders represents less than 10% of the number of remaining securities at the end of the objection period; or
 the Court approves the acquisition. If the appointed independent expert does not reach a “fair” opinion and/or 10% of the remaining Non-Associated Shareholders object to the compulsory acquisition, the Bidder will be required to progress the matter through the Court and establish that the terms of transaction are fair. Where the independent expert does not reach a fair opinion, it may be difficult to obtain a court order for a compulsory acquisition. Under the situation where the remaining Non-Associated Shareholders object to the compulsory acquisition and the matter proceeds to court, the Bidder Group will be responsible for all court costs (including those of the Non-Associated Shareholders). However, the opinion of the independent expert cannot be known at this stage. A general compulsory acquisition may take potentially up to 12 months, and may not result in a price higher than AUD 1.35 being paid.

Good luck to all!