EGA 0.00% 52.0¢ egan street resources limited

SLR have arranged a rather nasty Bid Agreement with our Board,...

  1. 3,596 Posts.
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    SLR have arranged a rather nasty Bid Agreement with our Board, as the following extract reveals. I read it that:
    Clause 9(a) stifles dissension by any independent Director;
    Clause 9(c) penalises dissenting shareholder action.
    I need to go back through the Bid Agreement again but there are other very restrictive clauses against actions by any Director against the bid.
    We have been very truly shafted by our most beloved Directors, ladies and gentlemen. It seems that the best action is to completely ignore the bid and let it fail through insufficient acceptance, or find some way of taking completely independent legal action as individual shareholders to stuff it.

    9.2 Undertaking to pay Break Fee by Target
    The
    Target undertakes to pay a compensating amount equal to the Break Fee, to the Bidder if any of the following events occurs:
    (a)
    any of the Target Directors does not recommend the Takeover Bid as described in clause 4.1 or recommend against, qualifies their support of or withdraws their recommendation or approval of the Takeover Bid;
    (b)
    a Competing Proposal is announced or made during the Exclusivity Period and any of the Target Directors recommends that Competing Proposal or the third party who announced or made the Competing Proposal completes the Competing Proposal or acquires more than 50% of the Target;
    (c)
    a general meeting of the Target approves the implementation or taking of any step that would, or would be likely to, prevent a Bid Condition being satisfied or result in a Bid Condition not being satisfied;
    (d)
    the Target does or the Target Directors do (or omit to do) anything (whether or not it may be permitted by the terms of this deed) which results in any of the Bid Conditions in clauses 3, 4 or 9 of Schedule 3 being breached, unless the Bidder declares the Takeover Bid free of the breached Bid Condition (which it may do so in its absolute discretion);
    (e)
    there is a breach of clause 8 of this deed by the Target; or
    (f)
    the Target is in material breach of this deed (other than clause 8), and that material breach is not remedied within 5 Business Days of the Target receiving notice to remedy from the Bidder, provided in each case that a Break Fee will only be payable after the Offer has closed and provided that at that time the Bidder has not acquired (or gained enforceable rights to acquire) more than 90% of the Target Shares and no Break Fee will be payable where the Target terminates this deed in accordance with clause 11.1(a),11.1(c), 11.1(d) or 11.2.


 
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