Yes the two matters are independent. However, the really big...

Yes the two matters are independent. However, the really big deal is not delisting (although I agree that’s very unlikely to happen, given the number of current holders) but whether RG can get to 90%. Delisting is only an inconvenience- you could still own and trade PGH shares, just off market. But if Kin gets to 90% RG will use compulsory acquisition (CA) power to move to 100% and mop up everyone. Kin’s strategy was to frighten holders about delisting, not because he wants to delist for its own sake, but so they would surrender their shares. He shouted about delisting because he has no other threat or strategy to use, and to distract attention from the fact that he desperately wants and needs 90%. As I have said before, the main game is not delisting but CA. I urge holders to focus on that point. As WT has shown, delisting is extremely unlikely: the current share register would have to change very radically for it to become even a possibility. CA is however a serious risk- that is why 90% matters so much for all parties.

That’s why the TOP decision is crucial. I think there’s a strong chance that TOP will agree with Manipur and say that any shares accepted after Kin’s misleading 15/3 email (or to be precise the most outrageously misleading of all the bidder’s messages over last few weeks) must be divested. But TOP may only rule that Kin must rectify those statements and issue a much more balanced communication to the market and holders before it’s allowed to start accepting again. It’s possible that the TOP will rule that the email(s) were so outrageously misleading that PGH should be banned outright from acquiring any more shares, thereby freezing the bid and Kin’s holding at 87%.but I doubt it. (Just my opinion of course).

The legal problem is that Manipur (quite reasonably) only complained to TOP about the latest email, not a fundamental flaw with the bid and the bidder’s much earlier communications. Thus it’s very unlikely that TOP will (or can) expand its ambit to say that not only were share transfers after 15 March unacceptable but also that some or all of the earlier transfers were also unacceptable. From our standpoint, the best that will happen is that RG will be frozen at 87%. My worry is that TOP may say that RG can resume processing acceptances if only if Kin rewrites the last email and makes a big apology to the market etc. If that happens, Kin will have had a strong telling off but could still proceed. If so, we can only hope that with such loud and negative publicity ALL the remaining holders would by now be aware how ruthless and deceptive Kin has been, and will no longer surrender their shares. I don’t say all this to be gloomy- I truly hope that Kin is frozen- but minorities need to be ready in case the fight goes on. The best defence is for Manipur and other holders who are strongly against Kin to buy on market (at 84.1c+) to make it virtually impossible for Kin to reach 90% if and when it’s allowed to restart acceptances.

The best thing would be for Manipur to buy another 2% on market, but that’s their business: as long as the market price stays above 84c and while the TOP is still considering, Manipur can afford to do nothing. No doubt it is getting expert legal advice.

As others have noted, even though TOP is relatively quick, there may be some more weeks’ delay, which brings Kin closer to its court encounter with Manipur. It would desperately not want that to happen, but Kin can’t do anything about that. Another point is whether the delay caused by the TOP process allows the 12 month max time for a takeover to be open to be correspondingly extended. I believe NOT.

Not advice.