CZR (ASX) Ann: Change in substantial holding from FEX

Originally posted by Growler74: ↑

Just to clarify the steps if it helps for some of the questions above...

Mark Creasy (MC) intends to accept (in absence of a superior offer) sometime between 18 - 21 March. As of 11 March FEX held just over 5%. Adding MC's 52% would take them to 57%. We would need another 18% to accept the offer to trigger the 75% requirement in order to receive 0.98 FEX.
I would suggest most other large holders are following a similar strategy to MC. I would suggest MC and the other large holders have reached out to each other and discussed their plans as whole. I'm guessing MC, if he wants the deal to go through, has campaigned to other large holders (similar to trying to gain votes in an election) to ensure the outcome is what he wants. I doubt he is sitting back idly leaving it to chance.
If 75% hasn't been achieved by 21 March, the offer still continues to 8 April... but for only 0.85 FEX.
If they don't receive 75% by 8 April the whole deal is off (unless extended).
You personally accepting BEFORE or AFTER does not change your entitlement (0.98 vs 0.85). It is only if the whole (well 75% of the) group does.

So what do you do now?
Once you submit you acceptance YOU can't change it (they can)
-
Accept early? If you DO you have added your holding (vote) to the 75% requirement. In my case I am not going to swing the needle.
If MC decides NOT to accept you will get your shares back anyway as the whole deal will be off (< 75% holding for FEX).
If a BETTER deal comes through prior to 21 March... no problems... as MC will be unlikely to accept and the whole deal is off.
If they DO achieve 75% by 21 March you will get 0.98 FEX.
If they DON'T achieve 75% by 21 March then you will get 0.85 FEX.
If they DON'T achieve 75% by 8 April, the whole deal is off and you get your shares back.
These are all set and there is nothing you can do to change the outcomes (apart from contributing your holding to the 75% requirements)

Accept later? If you DON'T you have NOT added your holding to the 75% requirement. In my case I am not going to swing the needle.
If MC is going to accept (in absence of a better offer) he said he will do so before 21 March. This will take us to 57%.
If they DO achieve 75% by 21 March you will get 0.98 FEX.
If they DON'T achieve 75% by 21 March then you will get 0.85 FEX.
If they DON'T achieve 75% by 8 April, the whole deal is off and you get your shares back.
As you can see, if you intend to vote in favour of the deal... THE OUTCOMES OF ACCEPTING EARLY OR LATER ARE NO DIFFERENT - apart from your contribution (vote) toward the 75% by 21 March, and if enough us hold off maybe (and thats a big maybe) FEX might feel they need to up the offer if they were indeed low balling us. Truth is, if the large holders (another 18% on top of MC) vote in favour then the deal is done.

Don't accept at all?
If they DON'T achieve 75% by 8 April - HAPPY DAYS - you voted against the deal and you won. The whole deal is off.
If they DO achieve 75% by 8 April, but not 90% - THIS IS A PROBLEM - they can't compulsorily acquire, but you will be a minority shareholder in CZR, which will still exist, but FEX have flagged their intention to delist ASX, and they will use their voting power to change the constitution, strip the company assets and/or dilute you to oblivion. It is complex and there are certain protections in place. Just check out PGH which has been acquired by a majority shareholder. It is still listed and trading above the offer price... although that may not occur here depending upon FEX's intentions (in PGH case it was an individual wanting to successfully run the company - not a company wanting to buy it's assets for themselves).
If they DO achieve 90% by 8 April - MEH! - They compulsorily acquire. They get your shares at whatever the offer price finished at... it will just take you longer to get there.

I still don't think this is a great deal for us. Miracle Iron thought our share of Robe Mesa alone was worth $102m. FEX is offering us $62m for all of our assets. Just Robe Mesa alone would give us 1.6 FEX shares based on Miracle Irons valuation and todays FEX price. That being said, by being part of FEX we still have exposure to the Robe Mesa valuation, just diluted 1:4. BUT if I do decide to vote in favour (by accepting) I will do so on the 20th March, not that I am likely to affect the outcome with my small holding.

In the end, the outcome of whether the deal goes ahead is likely to be decided by the largest shareholders - although the Substantial Holders list on IRESS doesn't show many other big holders above 2% so they will need a few of them to agree.

Geez... I started this post hoping to help make things clearer for some of the questions above... but now that I look at it, I'm not sure I haven't made it worse!

I hope this helps. GLTAH

Expand

a good post. The deal is good in the absence of any other deals by the given deadline in light of CZRs precarious financial situation. Miracles offer for Robe was based on an IO spot price that was 20% higher than what it is now. Thats not an insignificant premium when weighing the value to what we are being offered today. Deal is not bad but not great either, unless FEX ups the offer in case the 75% is not reached.

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Price($)	Vol.	No.
0.240	48415	3
0.245	50000	1
0.250	54428	3
0.255	40000	1
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(20min delay)
Last 24.0¢		Change 0.000(0.00%)		Mkt cap ! $56.81M

Open	High	Low	Value	Volume
24.0¢	24.0¢	22.5¢	$1.603K	6.718K

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