It appears that RG has limited options available, and this announcement is once again a desperate attempt to scare shareholders into selling. For the sake of others, I have quoted the original Target Statement below, which outlines how minority shareholders are protected.
It is worth noting that based on the last Share Registry data that has been shared, there is well in excess of 150 shareholders with marketable parcels of shares.
For transparency, I now hold over 4,500,000 shares (~1.3%) and have no intention of accepting the offer. I can’t speak on behalf of Manipur but as of the last Change of Substantial Holding notice, they held ~6%.
"5.6 Bennamon’s intention to delist Pact
Bennamon will be able to delist Pact from the ASX if it reaches the 90% compulsory acquisition threshold. In addition, Bennamon has said that it intends to seek a delisting of Pact if the Offer closes with Bennamon and its associates holding less than 90%. If Pact is delisted, Pact Shares will not be able to be bought or sold on the ASX.
(a) Important legal protections concerning a delisting of Pact
Pact Shareholders should note the following important legal protections regarding any potential delisting of Pact:
(1) Any decision to apply to ASX to delist Pact would need to be made by the Pact Board.
(2) The Pact Board could only decide to seek a delisting if the Board concludes that this action is in the best interests of Pact and Pact Shareholders as a whole at the relevant time.
(3) ASX states* that it will use its discretion to ensure that the delisting of any entity is being sought for acceptable reasons. For example, ASX notes that a request to remove an entity from ASX that is primarily or solely aimed at denying minority securityholders a market for their securities, in order to coerce them into accepting an offer from a controlling securityholder to buy their securities at an undervalue, would be an unacceptable reason for requesting removal from the official list of ASX.
(4) ASX applies a number of guidelines to safeguard the interests of minority shareholders in the context of any proposed delisting.
(5) A key ASX guideline provides that the approval of minority Pact Shareholders would most likely be needed for ASX to allow delisting following a takeover bid unless each of the following four conditions are met:
(A) Bennamon and its associates have attained ownership or control of at least 75% of Pact Shares;
(B) there are fewer than 150 Pact Shareholders (excluding Bennamon and its related bodies corporate) whose shareholding is worth at least $500. As at 11 October 2023, there were more than 6,500 Pact Shareholders with a shareholding of at least $500;
(C) the Offer remains open for at least an additional 2 weeks after Bennamon and its associates have attained ownership or control of at least 75% of Pact Shares; and
(D) Pact has applied for removal from the official list of ASX no later than one month after the close of the Offer.
(6) ASX states that it will usually require the following conditions to be satisfied before it will act on a request for delisting:
(A) Pact sends a letter or email to Pact Shareholders advising them of the nominated time and date at which Pact will be removed from the official list of the ASX and that if they wish to sell their Pact Shares on ASX, they will need to do so before Pact is removed from the official list of ASX, and if they do not, that they will only be able to sell their Pact Shares off-market; and
(B) the removal of Pact from the official list of ASX not take place any earlier than3 months after that statement has been sent to Pact Shareholders, so that they have at least that period to sell their Pact Shares on ASX should they wish to do so.
If the above conditions are not satisfied, the ASX may approve an application for Pact to be delisted from the ASX with Pact Shareholder approval. Bennamon and its associates would only be entitled to vote on the resolutions approving the delisting if the approval was sought later than 12 months after the Offer closes.
(7) Even if the ASX requirements are satisfied, a minority shareholder may have rights under section 232 of the Corporations Act to prevent a delisting if they can show that delisting is contrary to the interests of shareholders as a whole or oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a shareholder or shareholders whether in that capacity or in any other capacity. That remedy may be available even where the board has acted in good faith for a purpose within the directors' power, but which reasonable directors would think to be unfair.
*See ASX Guidance Note 33, which sets out ASX's policy in relation to the delisting of entities from the ASX official list."
(20min delay)