AFR, no paragraph breaks, so hard to read, but hey, you can't have everything :
Escrow fight at OptiCommMyriam RobinColumnistOct 19, 2020 – 7.55pmSaveShare
Under what circumstances is it acceptable for a board to junk a commitment to hold shares in escrow?Despite the lack of easily recalled precedents, it's a live discussion within OptiComm, Paul Cross' newly floated junior telco, which is currently the subject of a hard-fought and drawn-out takeover battle.The company declined to comment. But it will have to come to a decision one way or the other soon, given Aware Super (the old First State) last week made a loosening of OptiComm's escrow arrangements a precondition of its current bid for the company.Uniti Group's Vaughan Bowen has already fired off one angry letter over OptiComm's alleged dealings with Aware. James BrickwoodAt play here are the mathematics of OptiComm's register. The board and management own 47.5 per cent of the company under escrow until August 2021 (being two years after its float). The prospectus fine-print did allow for these escrowed shares to be sold into a successful takeover, but only if half the non-escrowed shareholders accept the offer. And Uniti Group – a rival bidder – owns 19.5 per cent.Without such a waiver, it's exceedingly difficult for Aware's offer to get across the line. So Aware figures releasing the restricted securities is thus in the interests of OptiComm's shareholders, who we presume would benefit from an auction.Of a limited sort, anyway. Aware's bid pre-condition currently requires shares be released from escrow for the sole purpose of voting for the Aware takeover "or any competing proposal that proceeds as a takeover offer". Unity's bid, funnily enough, is proceeding as a scheme of arrangement. Genius!The man running Uniti is M2 founder Vaughan Bowen, who has already fired off one angry letter over OptiComm's alleged dealings with Aware. We doubt he would easily accept being so thwarted.Pass the popcorn?
UWL Price at posting:
$1.26 Sentiment: Buy Disclosure: Held
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