MSP 0.00% 2.9¢ maxsec group limited

I'm not a professional investor so I could be wrong but my...

  1. 32 Posts.
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    I'm not a professional investor so I could be wrong but my current understanding is:

    1. FFT don't hold enough for compulsory acquisition, minimum 90% holding required for this. As I said earlier they could buy on market or other avenues to increase this to the 90% and commence acquisition.

    2.FFT can't stop MSP from trading as MSP is still an ASX listed public company. FFT have stated their intention is to delist MSP which will remove it from ASX but it will still remain a public company subject to the corporations act, albeit only off-market tradable. Delisting isn't an overnight affair, it's a process handled case by case by the ASX, see: http://www.asx.com.au/documents/rules/gn33_removal_of_entities.pdf
    As a fun note, ASX conditions 2.10 in the link above include "The takeover bid remained open for at least two weeks following the bidder and its related bodies corporate having attained  ownership or control of at least 75% of the entity's ordinary securities" - The takeover offer closed on 21st of December. Two weeks prior to closure was 7th of December. According to the holding change notice issued on 12th of December they held just over 71% which means they do not meet that condition. Again this is dealt with case by case so ASX may allow the delist despite not meeting their standard conditions, or there could be other conditions available as I haven't read the entire document.

    3. Consideration offered as part of a standard compulsory acquisition seems to be a cash offer made by the bidder. I did a quick search and was unable to find any scrip compulsory acquisitions. I'm happy to be proven wrong on this point. Corporations act specifically says "cash" but I'm unclear whether that includes "cash equivalents" such as scrip.

    4. Compulsory acquisition offer must be deemed fair. Section 661E of the corporations act provides holders the avenue to have the courts block the compulsory acquisition offer if it's not made at a fair price. For reference, the offer made in the now-complete takeover offer was deemed not fair by the independent expert's report.

    Disclosure: I accepted the offer in the closing days so I can wash my hands of all of this. I liked MSP but their decisions and especially handling of this takeover have baffled me so I'll let some other lucky person buy my holding with no regrets.
 
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