Implications of Resolution 11 for the company:Protection Against...

Implications of Resolution 11 for the company:

1. Protection Against Hostile Takeovers: By re-inserting proportional takeover provisions into the constitution, the company is enhancing its defense against unwanted or hostile takeovers. Shareholders will have more control over whether a proportional bid can proceed, protecting them from losing control of the company without adequate compensation or the chance to sell all their shares.

2. Shareholder Voting Power: The provisions allow shareholders to vote on whether a proportional takeover bid should be accepted, empowering them to collectively decide if such a bid is in the best interest of the company. This helps prevent scenarios where only a portion of the shareholders' shares are acquired, leaving them in a weaker minority position.

3. Control Premium: By ensuring that shareholders vote on proportional takeover bids, this provision may assist in ensuring that any offer is priced fairly. Shareholders can assess whether the bid adequately compensates them for the loss of control or their shareholding stake.

4. Potential Deterrent to Takeover Bids: While protecting shareholders, these provisions may discourage potential acquirers from making a proportional takeover bid in the first place. This could limit opportunities for shareholders to sell portions of their shares at a premium or for the company to attract strategic investment through such bids.

5. Increased Bargaining Power: The company and its shareholders may gain leverage in negotiations if a takeover bid is proposed. Bidders might need to offer a more attractive price or terms to gain shareholder approval, ensuring a better deal for those involved.

6. Renewal Requirement: The provision is time-bound, needing to be renewed every three years. This ensures that shareholders have the flexibility to review and reassess whether the provisions remain in their best interests over time.

Advantages:

• Empowers shareholders to have a say in proportional takeover bids.
• Protects against the risk of shareholders becoming a minority without adequate compensation.
• Encourages better pricing and valuation of shares during a takeover.

Disadvantages:

• May discourage potential proportional takeover bids.
• Could reduce liquidity opportunities for shareholders seeking to sell at a premium.

Overall Implication: Resolution 11 strikes a balance between protecting shareholder interests and the company from hostile takeovers while possibly limiting certain opportunities for takeovers to occur. However, the board considers the benefits to shareholders to outweigh the disadvantages, making it a recommended change to the constitution.

AW1 Proportional Takeover Provisions – What It Means for Small Shareholders

The re-insertion of proportional takeover provisions under Resolution 11 could be a win for small shareholders of AW1, especially with the T20 holding a significant portion of shares. Here’s how it benefits you:

1. Protection from Being Left in the Minority: These provisions prevent larger shareholders from selling a portion of their shares and leaving small shareholders stuck in a powerless minority position.

2. Fair Valuation and Control Premium: By requiring majority shareholder approval, any takeover bid must offer a fair price. You get the advantage of benefiting from the bargaining power of the larger T20 shareholders.

3. Collective Decision-Making: Small shareholders can vote alongside the larger holders to determine if a takeover bid is good for everyone, avoiding being forced into a bad deal.

4. Prevents Coercive Takeovers: Stops bidders from gaining control without a full takeover, ensuring you’re not left with an undervalued offer.

5. Avoiding Minority Lock-In: Prevents you from being stuck as a minority shareholder under new ownership without the ability to sell at a fair price.

Overall, this is about keeping control in shareholders’ hands and ensuring any bid is fairly priced for everyone.