Ann: Quarterly Report, page-13

To be clear though I'm not an expert on this, and it's really hard to work out the rules. I say that having been a shareholder in companies that have either sold assets and wound up or sold their main asset, but based on my understanding and experience when PSC sold their main asset and returned cash to shareholders, disposal of an assett only required a 50% majority vote. I guess the question is whether there is something in the JV agreement that says for one party to sell its share in the JV requires the other party's approval, has a lock in period or pre-emption right for Talley's to have right of first offer or right to match best offer.

I also think BRL is less attractive if sold as a whole due to thermal assets, so selling the JV share and returning proceeds to shareholders makes sense as if we get to AGM it will have been 2 years where board have shown they can't unlock value and in my view shareholders and board should force Talley's hand.

From Talley's perspective the JV is printing cash and the going rate for a met coal mine seems to be 2x EBITDA, which is crazy low, but means every 2 years the price they would pay would increase 50% (for arguments sake assume 50% NPAT conversion).

So a deal makes a lot of sense in my mind, but first step is mgmt either realise where we're at or are forced to.

Hopefully this makes sense...

JVs
https://www.nortonrosefulbright.com/en/knowledge/publications/c5485e34/joint-ventures-transfer-of-shares-and-exit

ASX thresholds
https://content.allens.com.au/the-allens-handbook-on-takeovers-in-australia/shareholding-thresholds/

PSC example, note sale of asset and not a jv share
https://hotcopper.com.au/threads/ann-notice-of-extraordinary-general-meeting-proxy-form.6546668/

Going price for met mines
https://yellowlablifecapital.substack.com/p/bhp-coking-coal-sale-hate-me-now