here are my initial thoughts. subject to update further review, but we are in the very early innings of this struggle here.
I own 670,000 shares personally. The announcement yesterday has been met with opprobrium from all shareholders I have spoken with today - not least because it was accompanied by significant, and positive, news elsewhere in the business (trading update for Q3, and potential sale of the Asian packaging business). The announced delisting by PGH's majority shareholder, Bennamon, represents just the latest event in a long catalogue, designed to disenfranchise and expropriate value from minority shareholders. The reality is Bennamon does not own the statutory minimum required for compulsory acquisition (90%); and the latest shareholder register evidences also at least 1000 shareholders with marketable parcels of shares (>$500 of value), well in excess of the mandated 150 minimum shareholders required to maintain a listing. Since Bennamon can clearly not pass the statutory tests enabling an ipso facto delisting, they are instead relying upon stale 'in principle advice' from the ASX that they can hold their EGM, and vote for the delisting as a special resolution, given a year has passed since the last takeover bid closed. I fully expect the legality of such a maneuver will be challenged - both before the ASX, the Takeovers Panel, and perhaps also the Courts. All three entities contain strong provisions to protect minority shareholders from being abused by a majority owner. Given the pattern of behaviour here, I believe all three organs will look favorably upon retaining the listing since:- the statutory minimum shareholder quorum - >150 shareholders with a marketable parcel of securities - is comfortably met;- ASX listing rules include crucial disclosure and voting provisions (continous disclosure; related party transaction disclosure; voting requirements on material transactions) that are particularly relevant to this company (which has a high degree of related party transactions; and that JUST TODAY announced a strategic process to sell its Asian packaging business, that consitutes ~10% of group sales). Removing those protections as an unlisted company would thus disproportionately hurt minority shareholders;- the arguments advanced for a delisting by Bennamon - that ASX listing costs are significant, and that management time is being wasted on listing related matters - are entirely spurious. ASX listing costs, even at a maximum, will not run more than a few million $ a year, making this expense beyond de minimis (0.1% of revenues, 0.3% of total opex). And this company has amongst the poorest/lowest volume of ASX disclosure among all listed companies (they don't even file quarterly activity reports anymore, and hold no investor briefings or meetings or roadshows (beyond the statutory AGM).I personally intend to write to both the ASX, and the Takeovers Panel, to explain my concerns in more detail, and to specifically request that Bennamon and any related entities be prohibited from voting their shares at any EGM called to consider a delisting resolution.I will keep you apprised as things progress.
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