... yet the BOD has already rejected the MEU higher offer, and failed to clarify their position publicly at the AGM or in any subsequent announcement to date, which seems to imply that the TYX BOD are (still?) in breach of Listing Rule 3.1, because:
1) In the last paragraph of Clause 6 in their reply to the asx (re that ridiculously expensive and suspicious break-fee), they specifically state: "Having taken advice, and having given the matter proper consideration, the Directors determined that there was no point in entering into negotiations with either or both of MEU or AGS at this time." See link: https://clients3.weblink.com.au/pdf/TYX/02285850.pdf
a) So why is nobody asking WHO gave them this advice, WHY they believe it or HOW they can possibly justify their acceptance of the lower offer from Syngas?
b) These are fair questions to raise at a public AGM by shareholders or guests seeking reasons to invest, but the TYX BOD failed to make the AGM public via a live session. Instead they (suspiciously?) chose to continue holding their AGM on the 26th floor of the AMP building in the Blackwall Legal Office Boardroom, with limited capacity under covid restrictions and warnings (in their Notice of AGM letter) about deferring the meeting with questionable repercussions if too many participants showed up. And while special circumstances for Covid can be totally appreciated, the repercussions of failing to act in the best interests of shareholders is not.
2) in Clause 8, the TYX BOD confess to the ASX that they already knew about higher offers from both Alliance and Marmota AND bizarrely rejected both already too - without even bothering to respond to either company. In fact they specifically confess that they "did not make explicit reference to the Marmota and Alliance offers not being accepted, the clear inference of the acceptance of the Syngas Offer was that the Marmota and Alliance offers had not been accepted..."
and 3) in the Results of the AGM, the Chair of the meeting confesses that he "cast all open proxy votes in favour of [the sale of Jumbuck to Syngas]..." despite BOTH higher offers. (see paragraph 4 of the AGM Results: https://clients3.weblink.com.au/pdf/TYX/02285850.pdf )
So it seems unlikely that the BODs will change their behaviour in seeking a best offer.
Therefore they still seem to be in breach of listing rule 3.1, because they are still failing to announce the full details of the Syngas offer, which made them believe it was in the best interests of shareholders.
In fact, the core value in the opening clause of Listing Rule 3.1 specifically states that company BOD's are required by law to publicly announce EVERYTHING that:
"a reasonable person would be taken to expect to have a material effect on the price or value of securities... in deciding whether or not to buy/sell... which may include information neccessary to correct or prevent a false market... including matters of supposition... and matters relating to the intentions, or likely intentions, of a person..." and that "confidentiality agreements can't prevent an entity from complying..."So it's understandable that the ASX has paused their investigations to give the TYX board time to come clean at the AGM. But they have not yet done so. And the only exclusion I can find which can excuse their behaviour is Exemption 3.1a if "The information contains an incomplete proposal or negotiation."
But since the Syngas offer is now off the table - literally and fiercely discarded by existing shareholders - then doesn't this make the details of the Syngas offer now a matter of full disclosure to shareholders, if it wasn't already?
Otherwise we are left to presume that negotiations are still pending with Syngas and therefore exempt from full disclosure to shareholders. And if THAT's the case, then perhaps there should also be an investigation for insider trading by members of the TYX BOD, for persisting with an undisclosed pursuit of a seemingly lower deal, which - on the surface seems detrimental to shareholders.
Bottom line: if they are still chasing a lower or revised deal with Syngas (in preference to any other company) then how is this not a case of insider trading - or a continued breach of Rule 3.
... And what are the consequences? I'm trying to find the ASX listing rule which defines the punishments for non-complying companies, but no luck so far. Any suggestions greatly appreciated.
TYX Price at posting:
0.7¢ Sentiment: Sell Disclosure: Not Held
(20min delay)