Business Spectatotr Stephen Bartholomeusz A staple of Lend Lease's diet
"While there are tax issues which inhibit Lend Lease’s ability to transfer existing Lend Lease assets into the trust that will be created if its shareholders approve the new stapled structure, there will be an opportunity in future for the trust to acquire properties in future and therefore for Lend Lease to maintain an exposure to their management and the passive rental income flows they generate."
It looks like my suspicions are correct - they probably will put LLP into this new structure (if they succeed)!
PP: yes they definately have to get the approval of 75% of the shares and shareholders who are eligible to vote (and LLC cannot vote its 43%). The 90% rule is irrelevant in this situation. That is due to the fact that the t/over is by way of Scheme of Arrangement. The Scheme will provide that, if the Special Resolutions are passed by the requisite majorities (75% of shares and s/h) then, upon Court confirmation of the results, LLC will acquire ALL the outstanding shares in LLP.
Thats why LLC chose to make the T/o by way of a Scheme instead of a takeover - because it has certainty of getting to 100% in a Scheme.(if it is approved by sh).
Whats the numbers? 966m shares LLP own 415m (43.24%) 551m shares outstanding. In a Scheme it must get approval from 75% of the 551m outstanding shares - ie it needs "YES" from 413m shares. Then it can grab the remaining "NO" voters (up to 138m shares). Ordinarily, in a Takeover, if the predator starts from scratch, if the Predator gets 90% of the shares he can compulsorily acquire the remaining 10% at the bid price. But when the predator starts from a position like 43% the position is slightly different. I THINK that in a bid, LLC would have to acquire at least 75% of the outstanding shares, plus get over that 90% shareholding limit. SO in a takeover situation, LLC would have to acquire 75% of 551m = 413m plus their 415m shares they already own gives them 828m. 828m shares is only 85.71% of the 966m on issue !! So that would mean that LLC would not be able to compulsorily acquire the recalicitrant sh, were theyto go the route of a t/over with those results. Thats why they are doing a Scheme. Hope thats correct. Hope that answers your query. Interesting eh? Cheers again
LLP Price at posting:
30.0¢ Sentiment: None Disclosure: Held
