""(We were reminded that in the case of the first Macquarie offer, which was rejected by the board, the shareholders had no say as to whether it was accepted.)""
OGP,
In any SoA's there will have to be the consent of the shareholders effected by the Scheme before it can proceed. Hence why the needs of the 50% and the 75% rules before it can move further to the next level.
I really don't understand as to what they have said (If I got that one right), and I am totally gobsmacked in reading the above. Nor do I comprehend the reasoning behind their comments either.
Besides, here are some extracts from ASIC itself which you will find below. Read them as you wish, and then report back to me and tell me what you think.
RG 60.18 - Shareholders should, however, receive equivalent (although not necessarily identical) treatment and protection, whether an acquisition is made under a scheme of arrangement or by any other type of acquisition (including capital reductions). As long as these protections are equivalent in nature, we do not favour one legal method over another.
As such, Would that be better for us to have a real takeover in place instead of a SoA.? Consider this............In a takeover, the bidding company will have to buy shares on market thus pushing the share prices up, where in a SoA, they will not, and shareholders will have to abide by a set offered amount. MB has made it clear to us lately that they will not increase the offer. In a takeover, the bidding company would not be allowed to say that as, if refused they will have to either increase it or walk away with their tail between their legs. OR continue buying and increase their holding via the ASX open market.
Chalk and cheese mate.
RG 60.19 - Section 602 sets out the underlying principles of fairness and disclosure of information in relation to the acquisition of shares, as well as emphasising the need for such acquisitions to occur in an efficient and competitive market. The principles in s602 relate to:
(a) sufficient time for shareholders to make a decision;
(b) sufficient information to make a decision; and
(c) reasonable and equal opportunities to share in any benefits that flow from a person acquiring a substantial interest in their company.
We will consider these principles and apply them equally to our role in schemes of arrangement as we do for other types of acquisition.
From the above, You will notice therein that shareholders are given the opportunity to have a say and make a decision. So if they ate allowed to make a decision they will also have to be allowed to vote.
RG 60.27 Where, under an acquisition, the acquirer of target securities (acquirer) or its associates (together, interested parties) have the power to vote to approve the proposed scheme of arrangement, there should be adequate disclosure of:
(a) the power to vote;
(b) the identity of the holder of such power;
(c) the number and type of target securities in which the power is held; and
(d) whether the holder intends to vote on the proposed acquisition and, if so, the manner in which the holder intends to vote.
And from the last one above you will see therein that shareholders are allowed the power to vote too. The shareholder is given the power to vote and to show how he intend to vote on the proposed acquisition, and in the manner he wish to do it. (I.e. the SoA).
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