WFL (ASX) Are there whispers of a take over?

Originally posted by amg63 ↑

This has been mentioned before but I just received the annual report post from OBJ today and had a read of the resolutions. As was brought up by a previous poster I refer to resolution 3- REPLACEMENT OF CONSTITUTION. Now i've been looking back at previous annual explanatory documents and this is the first time i've seen this resolution.

So what has been changed and can be seen as material?

-Article 13. The directors. The maximum number of directors has been changed from 9 to 10, this increase is to "account for growth in the company and to preserve flexibility going forward".

-Article 22: Dividends only payable from profits. The proposal is the rights of any person entitled to shares with special right to dividend, the directors may determine that a dividend is payable. This requires more explanation to me, what are share with special rights? does this apply to all shareholders? or just the big insto's?

Now the most intriguing is New article 9: Adoption of proportionate takeover rules.

Basically this rules out the possibility of someone taking over our company by acquiring a proportion of shares without a majority vote in favor of the proportional take over bid. The directors have taken shareholders into consideration and have decided that we should be able to vote on whether a proportional takeover bid will go through and possibly prohibit shareholders from disposing of their shares "for a satisfactory control premium". This however does not apply to take over bids for the whole of the issued shares in the company. The potential advantage? "If a proportional takeover bid should be made, the existence of the resolution requirement will make it more probable that a bidder will set its offer price at a level that will be attractive to the shareholders who vote".

Now i find the timing of this replacement of constitution very interesting. We have recently entered into the ASX 300 i believe or was it 500? Now we have just had a CR and brought in Large insto's. I'm sure that the big boys are finally starting to see the value in OBJ and management are aware that the chances of a proportional take over is now a very realistic proposition hence the replacement. If you keep your ears firmly to the ground i think you will hear the distant marching of the big boys approaching and management are getting ready.

What do you think fellow OBJ'ers? Love to discuss this and listens to differing opinions. Cheers

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Hi AMG

The one that is off interest is the change of max directors. They have 3. max is 9 why change to 10. Pretty certain the corp act has no min number.

Also they are changing that non execs can now be paid a commission/ percentage of operating profit or revenue. The cynic in me says this is because they are looking for a new reward system as the allocation of shares is starting to close.

dividends part is part of the corp act change from 2010 I think. we currently all have the same rights. The company could issue preference shares with this change or a different class of shares that get dividends before the ordinary class we currently have. I would have thought this was standard in the articles.

But if not then they are looking to get some preference shares away as the dividend is set in them so they could reward whoever they are targeting earlier than us who must share profit divided by the 1.7 billion shares already listed (need to make some 17m profit before 1c dividend could be paid) cynic.

As for the take over change they stat no news. Interesting that they put in a 3 year sunset clause. protecting their control before they truly get rewarded. Another reason why to get an insto that you can trust to be a white knight if needed.