Pact delisting and disclosure It is vitally important that PGH...

Pact delisting and disclosure

It is vitally important that PGH stays listed, so everyone has access to immediate information as well as the ability to trade on a public market.

If it is delisted Pact is still highly likely to be an unlisted “disclosing entity” (DE) as it will have (well) over 100 shareholders. Thus it will have to comply with the continuous disclosure requirements of s675 of the Corporations Act, in contrast to listed DEs which must comply with s674. They both aim to achieve the same objective. However, the crucial difference is that listed bodies must announce information to the ASX platform which is so well known and is also picked up immediately in many other places like broker websites. In contrast; unlisted DEs are only required to lodge a document with ASIC, containing the info, as follows:

s675 (2) IF:

(a) the disclosingentity [i.e. Pact] becomes aware of information that is not generallyavailable; and (b) a reasonable person would expect the information, if it were generallyavailable, to have a materialeffect on the price or value of [Pact shares] ….. and (c) either: (i) ……..the information isnot required to be included ina supplementary disclosuredocument…. or (ii) (not relevant)

THEN the disclosingentity must, as soon as practicable, lodge a document with ASIC containing the information.

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A listed entity must “immediately”inform ASX whereas an unlisted DE must only inform ASIC “as soon as practicable”.

I don’t know how prominently or otherwiseASIC would display this info on its website (but I’m sure it would not send itto shareholders). In any case why would people go to ASIC’s website to look forannouncements about Pact, if they weren’t expecting an announcement on a givenday? ;
; The great problem with the above is that it leaves wide discretion for Pact to decide what would be materially price sensitive- which would be especially hard even for an objective person to assess, since Pact shares would only trade off-market and no one would know what shares had traded, when and at what price except the buyer and seller (Iand perhaps Pact). In theory ss674 and 675 aim to require the same thing. but in practice companies would fear an ASX reprimand for non-disclosure than one from ASIC.

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Moreover, Pact has a disdain fordisclosure and is very unlikely to disclose anything unless it is enormously significant. Since no one would know about the “undisclosed information” it would be impossible to police. Thus important information could, and probably would, remain privy only to the Pact Board, senior executives and Mr Geminder’s interests as 88% shareholder. This is a big problem: although s 675 is clearly intended to duplicate the ASX continuous disclosure provisions when a company is not on a stock market, it will be very easy not to comply with s675 if Pact doesn’t want to.

This is yet another reason why Pactshould not be delisted. I urge shareholders who are worried about delisting to lodgea “misconduct report” with ASX, at the website address posted by puppyeh.

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Also I urge all shareholders toread and think hard about the 29 April announcement by the Pact Board. As I posted before it says “The delisting is considered bythe Company’s Board to be in the best interests of the Company and itsshareholders. I can see how they might argue that it’s in the best interest of the Company- to save work and money- but how can it possibly be in the interests of shareholders? This is delusional and misleading". No sensible director could possibly believe that delisting would be beneficial for any shareholder, except for RG.

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It is abundantlyclear- and would have been clear the moment the so-called independent directorscapitulated in 2023 and supported the increased bid of 84c from 68c- that the directorsare no longer independent and are doing the bidding of Mr Geminder. In fact 4 ofthe 6 directors are nominated by RG anyway- the only question was what theother two would do. Mr Geminder controls all directors on the Board. There is not much we can do about it other than vote against them on every possible occasion including at the AGM. Minority shareholders were clearly already furious at the last agm and voted by 99% against all the Board- proposed resolutions, and for Mr Gandur and Mr Harris against the Board’s wishes. It’s vital that shareholders vote against delisting at the EGM (you have nothing to lose and much to gain), and against the directors and Rem Report at the next AGM in November.

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The most urgentpoint is to contact ASX and makes a formal complaint now, if you want to act. TheRG interests must be excluded from voting on the delisting resolution or itwill be a wipe-out. Unless the Takeover Panel intervenes ASX intervention is ourbest chance of preventing delisting.