I would like to put up some ideas that I picked up when reading through the Take Over Panel. This is for supporting evidences to our theory of what would the Government's view in these circumstances. The submission still under way, and the searching for the lawyer still in process. Basically, in the latest case in 2023, the Take Over Panel decided the bidder conduct the purchasing of shares in an 'unacceptable circumstances', while his case is different to ours. The Panel noted
There is also timing concern on when it is requested for the Panel to proceed, but the case was noted by the Panel to be
This time period further explained by the Panel to be Lastly, when it comes to a fair value and the share price on the market, this is what the Panel said in that case stated
Ok, sorry for all those legal context, I am just saying, correct me if I am wrong, under the Take Over Panel, especially the latest case, a bloke tried to acquire more shares for himself and through his bidder's company. However, he got disputed back because he has acquired more percentage of shares under the law requirement and as consequence, he has to sell out his shares. In Pact case, while under the take over bid, he can acquire as much shares without going through the law requirement, BUT, the law said, if either the Panel or the Court or both determined to be unacceptable circumstances, they can intervene with ORDER/S.
The unacceptable circumstances described by the Panel to be more than just evidences, it covers law/Act/regulation and also the understanding into the situation. So, let us say even if Kin's Group tried to argue that they did everything under the Act, but we could catch them back with 'misleading' statement from their letters and phone conversations. We got witness, we got evidences that constitutes the 'understanding knowledge' to the situation to believe this is unacceptable circumstances.
The Act also required the case to be brought to the Panel under 2 months, but also subject to the Panel's extension. While the take over bid started in September, but it was refused by Pact until early of December, and also for the time for everyone to understands the situation, this could be extended longer than 2 months and by means determined by the Panel of whatever time length it may call.
Even RG wanted to take it to the Court, it doesn't stop the Panel to form its own opinion as well. So, in the case of contradictory between 2 decision makers, it may be allowed for higher assessment by Full Table of Court.
Lastly, the fair value can be challenged in 2 ways,
a) if the value is obtained from contravention to law, how is it a fair value? If we can prove that he did do a lot of misleading then it is not a fair value.
b) If an independent report was written at a particular time, it doesn't mean it will be the same even when and if RG gets to 90% for compulsory acquisition. Also, even in that report, it said there is no short term to medium term rivals appeared at the door so Kroll considered it to be 'reasonable'. But clearly in the last case appealed at the Panel, they stated that since it is unclear whether any rival or take over bid will emerge in the future, and they found the case to be 'unacceptable circumstance' , the bloke had to hand over his shares to ASIC for sale. So, if an independent report does it thesis on the future, I am afraid it is entirely miscalculated and especially, it does not provide a Court case law or even a Panel decision to convince the readers. So, the independent report may be questioning at the Panel here about its accuracy especially when it CLEARLY said it is not fair.
So, in the worst case that if he gets there somehow, I am just saying, if those not happy with it, can try out at the Panel, with reasons I just explained. I am looking more into it and looking around for a commercial litigation lawyer too,
(20min delay)