Originally posted by wollumbinia
Zeb, further to your welcome reply/valued comments to my missive....What is the likelihood that BMM or another entity shall takeover POS before we SH realise the joy of a SP above 25c......hopefully AF and The Board would be able to prevent same, best wishes Woll
It's a simple enough question, Wol, but when there's a corporate predator prowling around things can potentially get messy. In answering your question I start with the simple answer and then progress to potentially more complicated possibilities.
I honestly don't know what BMM's intentions are. I think is safe to say, however, that with another reasonably equally matched shareholder on the registry in the form of Squadron (and particularly because its AF-related), any ambitions that BMM might still have for 100% full ownership in their own right are is very unlikely to happen.
If BMM went hostile, the only way they could acquire full ownership is if they could secure 90% acceptances to any T/O bid which they would need to make. The Corporations Act has a mechanism that works on the basis that, if you obtain 90% acceptances to your T/O bid, then you can force the remaining 10% holdouts to sell to you, thus completing the
full T/O.
Squadron, with its 18%, has more than enough in its own right to simply block any
full T/O attempt by BMM. This means that BMM would
not be able to compulsorily purchase your shares because it has no way of exceeding the 90% threshold without cutting some kind of deal with AF. There are provisions in the Corps Act which govern (restrict) collusion and cartel behaviour. This is very unlikely to happen, imo.
Another scenario is a situation in which BMM mounts a hostile T/O bid to acquire as much control of the company as it can, but to a minimum level of, say, 51%. This would amount to a
control takeover, in which BMM would then get to call the shots because it now has the voting power to do so. You can see that this is a much less onerous threshold. By already owning 20%, BMM would only need to woo a minimum of ~31% of shareholders to gain control with a 51% holding. Kool-Aid drinkers like us who never accepted their offer would simply become minority shareholders, along with Squadron's 18% (<-- eek!).
I doubt AF would take any such behaviour from BMM lying down and if BMM ever launched a hostile T/O bid, then it's entirely possible that AF would mount a competing T/O bid - if for no other reason than to avoid being relegated to a minority shareholder with little say on how the company is run.
Here's the "out of left field" scenario: What if BMM and Squadron joined forces to mount a joint T/O bid for the company? I'm not sure of all the Corps Act hoops they would need to jump through, but let's assume it is doable. One possibility that comes to mind is that Squadron and BMM formed a holding company in which they both owned equal shares and that new holding company then mounts the
full T/O bid.
If that were to happen, I reckon it would be safe to say that our collective lunches would be cut! In that scenario there would be no obvious single-holder blocking stake. It's still possible that a full T/O could be prevented through an alliance of holdout shareholders making up 10+% (including the BoD's 3.6%?), but that would only prevent a
full T/O. It wouldn't likely be enough to prevent a
controlling T/O. For this scenario to happen we need to ask ourselves how likely it would be that Squadron would be prepared to jump into bed with BMM.
Unlikely, imo. If you want to watch a more animated answer, pull up a deck chair and wait for TsS to launch himself into orbit!
Personally, I think we have more important things to
worry about focus on, like:
- Will the NP do the right thing and play nice?;
- Will the BS complex reburb. and re-commissioning go reasonably smoothly and come in on budget?;
- Will the Abi Rose drilling results be as hoped for?;
- Will that mean we can then proceed to reburb. and re-commission LJ immediately after BS?;
- Will the LJ complex reburb. and re-commissioning also go reasonably smoothly and come in on budget?;
- Will we be able to enter into any OTCPAs that result in beneficial utilization of our spare processing capacity?;
- Will
The Mother of All Black Holes Windarra start to pay its way?
- Will I ever stop
worrying overthinking? (lol)
Z
(20min delay)