It also refers to definitions in chapter 19, of which are all meat and applicable to the MRC matter of breach. The definitions if viewed alternatively from an administrative law point of view are also met underneath the definitions chapter of the corporations act.
Please also see guidance note 25 of the listing rules for further clarification.
10.12 exemtptions 1 and 2 are "overridden" (for want of a better term) by 10.11.3 which runs concurrent to all the there rules, as "teh cornerstone listing rule to afford protection to shareholders", according to ASX's own guidelines.
Further, the pro-rata definition in chapter 19 clearly states, that if this is applicable (which it is not in this case), then ALL SHARHOLDERS must be offered the opportunity to participate. This is inclusive of a rights issue if this is part of the capital raising in question. Was Mr Caruso afford the opportunity to partake in the original capital issue component of the capital raising. I was not, and neither were any other shareholders I know. Thank you for identifying another breach.
It is very unprofessional for a board to blame a shareholder for selling shares as the cause of said board not been able to achieve the goals they set out with in mind when they engaged their coup de tat. This is a salmon spitting kelp. They failed. If they had solid performance and goals planned ahead, then no one would sell shares. Surely you can see this.
And as for your comment: BTW, if you didn't know. The share price has no impact on the companies ability to continue to operate. Is it not true that the share price will however dictate at what price a further capital raising can be undertaken at and therefore as an extension, the terms of a capital raising, and this would result in higher dilution than preferable and also access to a different level of capital market?
A top tier disgruntled shareholder with no relationship to the board selling shares will of course effect share price. However the onus is on an incoming board in an aggressive backstabbing takeover to ensure they have enough firepower in place to account for this risk profile. MRC did not do this. As such the company is suffering.
I sincerely suggest that the board do the right thing and take remedial action on the listing rule issue, as it will demonstrate their bone fides and will show that they are no-ones puppet, restore faith and come out looking a bit more polished and minimise the risk of individual members coming under fire and repiutationfl damage, which will be beneficial in their next employment applications.
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