Ann: Change in substantial holding from MIN, page-36

In my view, this recent corporate maneuvering provides better context for and insight into DLI’s 14 June 2023 announcement and the “Change of Control Undertaking” given by Idemitsu:



My take is that if DLI receives a Change of Control Offer effectively during the next 3 years (or Flanagan ceases to be executive chairperson unless otherwise agreed in writing, whichever is the earlier) then basically:

1. Idemitsu needs to make a superior change of control offer of its own; OR

2. Otherwise it needs to vote using its placement shares as directed by the majority of DLI’s board (and also referable to an independent expert, if appointed, opining the Change of Control Offer is or is not in the best interests of shareholders).

In either case of (1) or (2) above (and if my analysis is correct), I can now appreciate how the Change of Control Undertaking seeks to build in some meaningful protections for shareholders against a cheap, predatorial take-over - either through the drawing out a better offer from Idemitsu or shoring up its voting power in relation to the original takeover bid. While these protections do not make DLI impervious to opportunistic takeover, they arguably reduce the level of exposure - well done Flano and team!

It shall be interesting to see whether MIN does end up having a director on DLI’s board after all.

The above represents my own commentary and should not be relied on as advice in any form.

Very best to shareholders.