I wonder if the objective here isn't some form of positioning to agitate at some stage for a return of capital in the event that sales traction does not meet expectations in coming quarters?
How would that “return of capital” work in practice, though?
All Onemarket Limited (OMN) owns (hence all that can conceivably be returned to OMN shareholders) is unlisted shares in OM Delaware, which is where the cash sits; OMN shareholders do not have a direct claim on that cash.
I am not familiar with Delaware corporation law, but from just having a cursory look on the Delaware government website I’ve found the following:
§ 275 Dissolution generally; procedure.
(a) If it should be deemed advisable in the judgment of the board of directors of any corporation that it should be dissolved, the board, after the adoption of a resolution to that effect by a majority of the whole board at any meeting called for that purpose, shall cause notice of the adoption of the resolution and of a meeting of stockholders to take action upon the resolution to be mailed to each stockholder entitled to vote thereon as of the record date for determining the stockholders entitled to notice of the meeting.
(b) At the meeting a vote shall be taken upon the proposed dissolution. If a majority of the outstanding stock of the corporation entitled to vote thereon shall vote for the proposed dissolution, a certification of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section.
(c) Dissolution of a corporation may also be authorized without action of the directors if all the stockholders entitled to vote thereon shall consent in writing and a certificate of dissolution shall be filed with the Secretary of State pursuant to subsection (d) of this section.
The way I understand it is that, even if STAM managed to build a majority consensus within OMN shareholders in favour of a liquidation of OM Delaware, the Board of OM Delaware could still require every other stockholder of OM Delaware (i.e. Unibail-Rodamco-Westfield and the executives of OM Delaware who have been granted RSUs) to vote in favour, in order for a liquidation to be forced upon.
It looks a bit hopeless to me, honestly.
It might just be that FW had a couple of phone calls with the new CEO and liked what he heard.
OMN Price at posting:
73.5¢ Sentiment: Hold Disclosure: Held
