Apologies for the following personal opinion!!
- Extremely difficult to get any sort of legal opinion (remember nearly always 2 sides to one anyway!) without knowing what the proposed transaction involves.
- TIO (Todd) would be well aware of the need to act in accordance with the rules and be very circumspect. They will also no doubt have legal opinion on any proposed transaction.
- If the transaction involves the need to go to shareholders then it would be improbable that TIO would be able to vote (the problem with that one of course is that many minority holders may expect more than is reasonable!).
- If the proposed transaction is a straight commercial arrangement approved at board level then the terms cannot benefit the majority holder over minority holders interest - obviously this is the curly bit.
- If it is a transparent commercial arrangement it should be easily seen as that, if not, that is when action would need to be instigated under the protection of Corporations Law.
While the term Arms Length may be open to interpretation the following clause in the Corporations Act in regard to financial benefit to a related party appears pertinent. (I like point (b) - but think they will try and act in accord with point (a)
)
"
210 Arm’s length terms
Member approval is not needed to give a financial benefit on terms that:
(a) would be reasonable in the circumstances if the public company or entity and the related party were dealing at arm’s length; or
(b) are less favourable to the related party than the terms referred to in paragraph (a)."
I know many are concerned that FMS will do a deal with BBIG to the detriment of minority holders however I think no point in looking for reds under the beds just yet. I have no doubt there will be some further maneuvers and we need to be wary, but until FMS start acknowledging even the existence of BBIG it will be a matter of watch and wait.....
Personally (there you go again
) I hope once they have proved up the resource sufficient for BBIG (after "maturation", feasibility & whatever else they come up with) they launch another takeover at a reasonable price
eek
and I'll take the money and leave them to it (that should get some reaction!
)
