Originally posted by Khao
I am yet to digest the whole notice but make four initial initial observations.
1) I feel a better deal could have been negotiated. “If” Vimson approached TNG then TNG should have negotiated a better deal. Vimson clearly wanted in. While a discount may have been warranted, it should not have been as great as the final outcome. As such, I also question the ability of the board to maximise its position going forward given negotiations regarding capital.
2) Vimson was able to negotiate the transaction without an offtake agreement. If a new, reputable party was able to provide offtake certainty in the near term (and Vimson has yet to do so), would that new party also be able to negotiate and attractive deal for itself. Was the Vimson transaction a sign of desperation? Vimson still gets the upside if an offtake comes from elsewhere
3) Prior to taking the placement, I would have thought Vimson required more information than was already available in the market, were they taken over the walls?
4) There has been ample time to find a new Chairman.
PB has reported Vimson has been trying to get a piece of TNG for some time, yet we have heard no news of this whatsoever in the past. Then suddenly, virtually at the same time as the 249d notice, Vimson are brought on board as our largest shareholder at a huge discount to the market (despite the advanced state of the project as noted by the requisitioners) and with no offtake or other benefits to speak of whatsoever. These terms are absolutely terrible by PB's standards even... I personally think PB would ordinarily only bring someone like that onto the register with no less than a favourable binding LOM offtake.
If the board wanted to bring Vimson on board on these terms, they could have done so ages ago and with very little 'ongoing negotiations' imo.
Put plainly, it is hard to see that Vimson weren't suddenly rushed onto the register. And looking at the register and voting patterns from the past to AGMs, only about 40% of the register respond and 30% of the register vote "For" the proposals. There is a massive ~60% of the register, substantially a retail holder base, completely open to be influenced for voting. The Brown's seem to be tapping into the retail shareholder group quite well now and I've no doubt the board would be feeling extremely uncertain about their chances of success (if the Brown's achieve a substantial increase in retail holders voting for this meeting).
The Top 20 previously only made up ~32% of shareholder base. PB, Rex and SMS (assume on the board's side) only make up approx. 4% of shareholder base. If Aosu/Mr Wang roll with PB, then that will still only make up ~11% guaranteed votes. Add an extra 1-2% max if Stuart Crow still holds his and John Davidson's and Gred Durack's holdings. Even if the whole top 20, other than the Brown's, voted for Rex, then it is still only about 20% of the shareholder base. Vimson + the board voting power might be able 14-20%, allowing for dilution and depending on whose side Aosu takes.
But then in comes Vimson for 10% of the company. For what benefit? All I can believe right now is that the board wanted their extra 10% of votes. PB says it is "a significant vote of confidence in the company", but now that they are on the register "cheap", the board have absolutely no power to negotiate a favourable offtake agreement.
With Vimson's 10% and the 30% of SOI that previously voted "For" at AGMs, they are potentially looking at approx. 40% of SOI voting in their favour,
maximum. Obviously many of those at the previous AGM might change allegiances. But with a minimum of say 14% of votes belong to the board, SMS and Vimson, and 9% belonging to the Brown's, this potentially going to be a very close race. How many are we all worth??
Accordingly, everyone here who has an opinion on the matter should vote either "For" or "Against" the proposal.
Do not leave your vote uncounted this time!
