IBC, page-59

Thanks again to WT for all his research and effort.

Re the so-called “institutional investors”, as I previously posted I suspect that these 5 accounts all or mainly represent nominee holdings: i.e. they are nominee cos which are the legal owners of PGH shares but not the beneficial holders. These apparently big holdings probably mask a large number of beneficial owners of differing sizes. The important issue is whether the nominees (or others, like stockbrokers) have been given the power to dispose of those shares by the beneficial owners: some posters have reported a few alarming instances of this, but one would hope that that is only a tiny number of cases- and it would be highly irresponsible for a third party to exercise disposal power in a takeover without discussing it first with the client. Not impossible, but very bad practice.

The 5 names mentioned in WT’s Post #: 72791548 below are all well-known nominee cos, and I think are likely to be holding ONLY as nominees- although I can’t prove that. It’s possible that the Citicorp account contains a big single holding, but it may be impossible to tell whether that is Citi’s own money (unlikely), a fund that Citicorp manages or just nominee holdings for other people. (My guess is the last explanation). If any of these 5 names were truly insto holdings playing an arbitrage game, I think they wouldn’t be bothering with such small numbers. Such players would usually only bother at $5m stakes or more.

I think that the people who are still accepting the bid rather than selling on market at a higher price are most likely to be retail holders who have finally succumbed to the bidder’s bullying letters. As others have said, it’s amazing that people don’t check the ASX price before they accept- and the IBC did belatedly point that out to investors: however, it’s a sad fact that some investors, even in high profile takeovers, just don’t understand what choices are open to them, or are not paying attention. I would hope that anyone with over 10,000 shares would be on the ball enough not to accept into the bid, at least at this late stage. My guess is that nearly all recent acceptances have been from small holdings.

None of this changes the analysis of needing either 10%+ to block the bid or enough holders to block delisting. However, I don’t think that there are large holders (especially instos) who would be buying on market at over 84c only to sell/accept at 84c for a loss. It’s tempting to look for conspiracies, but I can’t see why smart people would do that, since side deals are illegal and would land RG in major trouble. All of this is only my guesswork, but I think there is nothing here for minority investors to be frightened about, even though the register is somewhat opaque. (As Giz said in Post #: 72728625even if ALL 5 accounts on 4/3/24 were working for RG (extremely unlikely)they only amount to 1.226%.4 219 989 shares)