All shareholders should be aware of the position of Todd wrt its shareholding of about 55%.
The situation developing wrt Hancocks proposed t/o of Atlas, and the blocking holding of FMG with 19.9%, has eerie similarities to FMS, with Todd 55% and OCJ with about 21%.
The point here is that the attached extract from the latest ASX statement by Hancock, sets out what the issues are wrt we minorities.
We should be aware of what may well happen re FMS. In my mind, this points to how BBIG/FMS may structure a deal. The lid is opening, particularly now that the BBIG presentation has been brought to light. It again shows the apparent failing of the FMS board to investigate, and report to minority shareholders, as to the claims by BBIG.
We need to keep a focus on the issues wrt "Shareholder Protections".
This worth reading. For full release, go to AGO on ASX
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5.1 Overview
The following apply in relation to all of Redstone's statements of intention:
(a) Redstone is aware of certain speculation surrounding the rationale for its Offer and the possible motivations for why any party might seek to acquire an interest in Atlas. Redstone's intentions are accurately summarised in the Original Bidder's Statement. To the extent that any of those intentions change materially before the close of the Offer as a result of new information coming to the attention of Redstone, Redstone will make supplementary disclosure about such material change.
(b) Redstone has only conducted limited due diligence in relation to Atlas. Accordingly, the strategic review referred to in section 4.1 of the Original Bidder's Statement will be an important step in informing and determining Redstone's approach to its investment in Atlas, including the potential integration of Atlas' business and mining assets into the HPPL Group's operations. Having said that, should Redstone be in a position to control Atlas and the best interests of Atlas and all Atlas Shareholders require certain actions to be taken before the strategic review has been completed, Redstone will seek to ensure that those actions are taken without delay.
(c) As there is no minimum acceptance condition to the Offer, Redstone will not know the extent of its ultimate shareholding in Atlas until the close of the Offer. This means that Redstone's ultimate voting power in Atlas could be anywhere between 19.96% and 100% at the close of the Offer. This means that the precise circumstances surrounding Redstone's ability to pursue the outcomes of the strategic review may not necessarily be known until the close of the Offer, and are difficult to predict or pre-empt with any certainty at this stage.
(d) As noted in section 4.19 of the Original Bidder's Statement, the implementation of Redstone’s intentions in the event that Redstone has a relevant interest in less than 100% of Atlas Shares will be subject to the Corporations Act (including, without limitation, those provisions intended for the protection of minority shareholders), the ASX Listing Rules, Atlas’ constitution and the statutory and fiduciary obligations of the Atlas Directors at that time to act in the best interests of Atlas and all Atlas Shareholders (together, the Shareholder Protections), as well as the extent of Redstone's shareholding at the relevant time. As outlined in the Original Bidder's Statement, the extent of Redstone's ultimate shareholding in Atlas (at the close of the Offer) will determine the regulatory requirements for, and other practical matters associated with, implementing Redstone's intentions. By way of illustration:
(i) if Redstone acquires 50% or less of Atlas Shares, it may not be in a position to determine alone the outcome of ordinary resolutions (in respect of which it is entitled to vote) and so, for example, it may not be in a position to control the composition of the Atlas Board. This means that Redstone's ability to undertake the strategic review may be limited, and (assuming it is able to undertake the strategic review) its ability to realise the proposed outcomes of that strategic review may be similarly constrained;
(ii) if Redstone acquires more than 50% of Atlas Shares (but less than 90%), it will be able to determine alone the outcome of ordinary resolutions (in respect of which it is entitled to vote) and will be in a position to control the composition of the Atlas Board. However, in these circumstances, the Shareholder Protections will continue to apply and again may constrain Redstone's ability to realise the proposed outcomes of the strategic review;
(iii) if Redstone acquires at least 75% of Atlas Shares (but again less than 90%), it will also be able to determine alone the outcome of special resolutions (in respect of which it is entitled to vote). Such special resolutions could involve amendments to the Atlas constitution or a change to company type. However, again, the Shareholder Protections will continue to apply; and
(iv) if during, or at the end of, the Offer Period:
(A) Redstone and its associates together have relevant interests in at least 90% (by number) of all the Atlas Shares; and
(B) Redstone and its associates have acquired at least 75% (by number) of the Atlas Shares for which the Offers are made under the Offer (whether the acquisition happened under the Offer or otherwise), Redstone will be entitled to compulsory acquire all outstanding Atlas Shares and presently intends to do so. Following completion of such compulsory acquisition process, Atlas would be a wholly-owned subsidiary of Redstone and Redstone would be entitled to exercise its rights as the sole shareholder of Atlas. However, in circumstances where an Atlas Shareholder or Atlas Shareholders held more than 10% in aggregate of all the Atlas Shares, that compulsory acquisition would not be possible. As at the date of this First Supplementary Bidder's Statement, there is at least one other Atlas Shareholder who controls more than 10% of all the Atlas Shares in their own right, and that Atlas Shareholder is therefore capable of blocking compulsory acquisition if it chooses not to accept the Offer.
(e) Redstone's ability, therefore, to achieve some of its intentions, including the potential integration of Atlas' business and mining assets into the HPPL Group's operations, might not be able to be realised, either at all or without the approval of Atlas Shareholders in general meeting. For example, to the extent that Redstone has a relevant interest in more than 50% but less than 100% of Atlas Shares and a transaction is proposed between Redstone (or other HPPL Group entities) and Atlas, then because Redstone (or that other HPPL Group entity) will be a "related party" of Atlas at that time, the transaction may be required to be subject to the prior approval of Atlas Shareholders in general meeting (with Redstone and its associates precluded from voting on the relevant resolution, and other regulatory requirements to be complied with).
(f) As indicated above, as a result of the Shareholder Protections, Redstone and its associates may also be excluded from voting on certain resolutions in general meeting, and Redstone's nominee directors may potentially be precluded from voting at Atlas Board meetings, to the extent of any conflict of interest or material personal interest. Further, in circumstances where a minority shareholder maintains a "blocking stake" or other substantial holding in Atlas which provides them with a significant proportion of the Atlas shares which are not held by Redstone, then that shareholder's ability to determine the outcome of any such resolutions put to Atlas Shareholders in general meeting may be disproportionate to its holding (for example, where that shareholder's holding in Atlas is such that they alone could determine whether a resolution is passed or not, in circumstances where Redstone and its associates are excluded from voting on that resolution).
(g) If the circumstances outlined in section 5.1(f) eventuate, it may become possible that none of the potential joint development or integration benefits outlined in section 5.4 of this First Supplementary Bidder's Statement is supported by enough Atlas Shareholders (other than Redstone) to enable them to be implemented. This could heighten any existing risks associated with the longer term viability of Atlas' operations or assets on a standalone basis and, accordingly, the potential risks for minority Atlas Shareholders in remaining exposed to those operations and assets. This potential outcome could apply for so long as any Atlas Shareholder (other than Redstone) maintains a “blocking stake” or other substantial shareholding in Atlas. In any event, it is very difficult for Redstone to predict what the sentiments of minority Atlas Shareholders may be in any given scenario.
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