Hoping someone with a little deeper knowledge of the ASX listing rules can help me.
Chinese limo company Wah Nam now own 55% of BRM and are about to hold their first AGM as majority shareholders.
They have recently sacked half the Board and the CEO and replaced the Board with their own selections. The AGM includes a new ESOP and loans scheme with the following provision:
"Shareholder approval is required if any issue of Employee Options pursuant to the ESOP is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 9(b) which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue."
Why would the Board seek a suspension of the 15% capital threshold for any reason other than to exceed it?
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Hence Wah Nam could potentially issue a pile of capital (via options) to themselves and the shiny new Board (subject to the 5% per person limitation), and using BRM's cash to exercise their options (as per the free loan scheme) then voting a cap raising to themselves (i.e. 75% threshold) hence forcing compulsory acquisition (once minority holders hit 10%)?
Surely it couldn't be that easy?
Hoping someone with a little deeper knowledge of the ASX listing...
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