Ann: Target's Statement, page-38

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zebster

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04/04/23

20:27

Post #: 67135327
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Originally posted by zebster: ↑

It's over.

There are two possible pathways for (blocking) a takeover bid:
Wyloo, with its pre-bid holding of 19.9%, had (still has) the power to block a rival hostile on-market (or off-market) bid. (Min. required to block a hostile bid: 10%.)
The other pathway available for a potential bidder is a friendly bid in which the MCR Board sponsors a SOA. This would require a SH vote at an EGM and would required 75% of the votes cast in favour in order for it to be successful. Put another way, if 25% voted 'against' or abstained the resolution would fail (i.e. the SOA bid would fail). So you need >25% OF THE VOTES CAST to block a SOA takeover. Wyloo's current 23.5% (and climbing) is already enough to effectively block that pathway due to fact not every SH bothers to vote and the math associated with those that do means Wyloo effectively has enough already. It won't be long until it has 25%, which is enough, absolutely.

So, he's got enough to ensure nobody else can achieve a full takeover, regardless of pathway chosen. It only leaves a partial takeover (for control only) as the only possible alternative. But AF is already closing-in on 25%. And if that wasn't hard enough for any other potential suitor, his bid price is locked-in at a level that's materially higher than it would have otherwise been if the As problems had been known earlier. The current bid price is the lock-nut that ensures nobody else will bid, given the distinct lack of clarity around the As drama.

It's over.

Expand

As a postscript, following today's trading, AF now controls* 25.46% of MCR, making the earlier 'effectively' now 'absolutely'.

Calcs:
399.53m (remaining Bid volume, per Depth screen) / 536m (SOI) = 74.5% of MCR not yet accepted/sold to Wyloo. Meaning 25.5% (i.e. 100% - 74.5%) now controlled by AF.

(*Subject to T+2 settlement of today's and yesterday's on-market purchases, which is just a formality.)
Last edited by zebster: 04/04/23

MCR Price at posting: $1.40 Sentiment: None Disclosure: Not Held
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Ann: Target's Statement, page-38

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