We will have an objection period. If all of us object and we hold more than 10% of the remaining 10% in BRM, WNI will have to Cease the acquisition or apply to the courts to approve it.
If the 90% holder establishes that the terms set out in the compulsory acquisition notice give a FAIR VALUE for the securities, the Court must approve the acquisition of the securities on those terms. Otherwise it must confirm that the acquisition will not take place.
To determine what is FAIR VALUE: first, they assess the value of the company as a whole; and then allocate that value among the classes of issued securities in the company (taking into account the relative financial risk, and voting and distribution rights, of the classes); and then allocate the value of each class pro rata among the securities in that class (without allowing a premium or applying a discount for particular securities in that class).
unfortunately, the consideration (if any) paid for securities in that class within the previous 6 months MUST be taken into account. WNI made sure that was somewhere between $2 and $2.50!
The 90% holder must bear the costs that a person incurs on legal proceedings in relation to the application unless the Court is satisfied that the person acted improperly, vexatiously or otherwise unreasonably. The 90% holder must bear their own costs
It looks like we may come undone at the point where the SP for the last 6 months becames involved. If ASIC haven't had any objectives to the last 6 months trading than this may be hard to contest. I don't know what the SP for the last 6 months has to do with the value of a company anyway!! Especially in our instance.
I'm still going to object, there's no harm if you can wait.
BRM Price at posting:
$2.30 Sentiment: Hold Disclosure: Held
