Hi William Some points re above. (s 250L) A poll can be...

Hi William

Some points re above.

(s 250L) A poll can be demanded by holders of 5% (not 10%), but also by just 5 members

(s249P) Holders of 5% (or 100) can have a statement circulated to all members

(providing it doesn’t fail under ss(9))

s249N states “The following members may give a company notice of a resolution that they propose to move at a general meeting: (a) members with at least 5% of the votes that may be cast on the resolution; or at least 100 members whoare entitled to vote at a general meeting.”

However, Pact could refuse to put sucha resolution to the AGM/EGM if it is not legally valid, including if it is not relevantto Pact’s business (which is different from matters between shareholders). I am not a lawyer but this point has been the subject of a number of legal actions. I’m not sure what you had in mind about TIC founders perhaps putting up a resolution to make an offer themselves, but I suspect that Pact could refuse to put such a resolution in the Notice of Meeting as it is not a proper resolution about the company that other members could legally vote on.

In any case, it’s unnecessary. TICfounders, or indeed anyone else, can make an offer to buy shares at any time providingacceptances of such an offer wouldn’t take them over 20%. If TIC founders want to make an offer to the other PGH minorities to buy them out- ie to take TIC founders’ stake to about 12.5% - they can do so at any time. They would not need to make a formal takeover offer. The most obvious way, under this hypothesis, is for the TIC founders to place a bid on the ASX to buy up to the 6% minority that they don’t currently hold. By law, the bidder isn’t allowed to sell for several months, even if it wanted to. TIC (or others) does not need to make an offer to buy 100% of the PGH shares- it can buy any amount it likes, providing it doesn’t go over 20%. Placing an order to buy say 20 million shares on ASX would get wide attention. I imagine if TIC was willing to buy at a materially higher price than the current market price they could soak up a lot of stock and easily reach 10%. Of course there are only 5 days to go, so any such action would have to be quick. All that matters now is whether bidder gets over 90% by COB on Friday. After that, bidder can’t buy any shares for 6 months, or sell, but anyone else can buy.

All this is speculative and nodoubt the TIC founders have considered such matters. I do not presume to advisethem or anyone else.

As has been discussed many times,the matter of delisting is only an inconvenience for minorities, not a disaster. It can’t happen for at least 12 months. I believe it is PGH which would have to make the application to ASX to delist, not the 87% owner. I don’t think that there would be any point in minority holders calling an EGM to try to block a delisting move, since Kin would be allowed to vote on it. However, minorities could make strong objections directly to the ASX about a delisting. It would be the ASX’s decision based on what is fair in the circumstances.

I wouldn’t worry about delisting-it’s not the main point. RG keeps using this “threat” to frighten people because he had no other bargaining chip- once he locked himself into 84c. Don’t take the bait- it’s not a big deal. RG wants 100% and he will have to pay fairly to get it. Despite all his bluster about delisting over the last 3.5 months he has picked up less than 1%. Most of the minorities clearly understand his game and that delisting is not the threat that he wants it to be.

This saga could unfold in manyways. Patience is best: there is no value in guessing too far ahead. The only crucial matter is whether bidder gets over 90% by COB on 7 June. If he does, it’s all over. If he doesn’t, there will be plenty of time to ponder the future. But as I have written before, if RG wants eventually to get to 100%, as I believe, he will face much tougher hurdles in a second bid. If he wants to be able to force minorities to sell (assuming he doesn’t hit 90% by 7 June) he would have to mount another takeover. In the end it will come to a big argument about what is a fair price to enable him to buy out the minorities i.e. to enable compulsory acquisition under a second bid. My reading of the % thresholds for CA under a second bid is he would have to get 75% of the minorities left at 7 June. If that is say a 12% holdout, I believe that means he would need to get 9%+ acceptances under a second bid, on top of the 88% held already, thus 97%. If my understanding is correct it means that a stake of only 3.01% could block CA on a second bid. As I wrote before, RG has painted himself into a corner by being too mean in the current bid. The TIC founders and other holdouts have called his bluff. If he had offered say $1.00 rather than 84c he probably would have comfortably got over 90% now and could have wrapped it up. By being too stingy, he risked not reaching 90%, and he will have to make a second bid, after negotiation with the 4 or 5 biggest holdouts. He has only himself to blame for this expensive endgame.

Watch out for any substantial shareholdernotices in the next few days, and a new 3Y on Wednesday. The TIC gentlemen will be watching this very closely.

Of course if the IBC had done adecent job for shareholders we would be getting regular advice on all thisbacked up by expert legal opinion, rather than having to worth it out allourselves!

None of this is advice.