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Takeovers Panel Referral?, page-6

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georgia14

846 Posts.

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10/06/18

23:18

Post #: 33627724
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Originally posted by jake0002 ↑

this post is simply my personal views and questions.
I am not implying that FMS and its board has done anything outside the interests of FMS and its shareholders.
I am simply in the dark - like the majority of shareholders.

this is the introduction page re T/O Panel application
http://www.takeovers.gov.au/content/DisplayDoc.aspx?doc=panel_process/how_to_apply.htm

it only costs $2400 to make an application.

the important thing in my mind, is that it is my understanding that there does not need to be a formal takeover under way for an Application to be made to the T/O Panel. It can be a situation where a majority s/h increases their controlling shareholding in a manner which contradicts the takeover rules.

Todd group will use, and has already used, the CR's conducted by FMS, to increase their % shareholding in FMS - without needing to pay any takeover premium.

they are using these CRs to increase their shareholding in FMS.

there are so many potential areas for conflict of interest.
Any analysis of the information provided by FMS to shareholders would conclude that a "Reasonable Person" would consider that the information in the public domain would require FMS to question, investigate and inform FMS shareholders of the nature of the purported claims by Todd/BBIG that PIOP ore is to be supplied to the BBIG project.

The response by FMS that there is no "executed agreement" is simply laughable, and frankly not believable. If there was no "understanding" or expectation by BBIG that BBIG was to gain access to PIOP ore, why would BBIG go to all that cost, time, and expend all that credibility capital on something that was unlikely to happen?
Why would the WA Govt commit their credibility capital under the State Rail Agreement if there was no expectation of BBIG securing PIOP ore?

So how can FMS offer shares in a CR to shareholders, when the major shareholding group simply must have knowledge that the minority shareholders do not?
If the defense is a claim of "Chinese Walls" then we can all roll over laughing.

When FMS provides shareholders with information re Rights Issue, they are required to provide all shareholders with all material info needed to allow s/h to properly consider the R/I proposal.
That info would include any agreement whether Express or Implied - and info that a Reasonable Person would expect to be released to s/h.

If OCJ are reading this - when you are considering whether to participate in the upcoming R/I, or watch FMS do a Placement, or contemplate just why you did not participate in the previous R/I, just ask yourself this - would you have taken-up your full entitlement in the last R/I, had you been aware of the purported agreements/promises/proposals made by BBIG/Todd group? Because that State Rail Agreement would have taken months and months to put together, with negotiations flowing back and forth. Also the construction agreement and deals involving PIOP and its infrastructure etc.
As a result of not fully participating in the last R/I, OCJ watched as their interest in FMS was diluted.

Expand

We shouldn't have a tape of the last AGM but unbeknown to me, my conversation with the Board at the last AGM was taped, and in that conversation we were told,
'There is no agreement with BBIG and FMS are not responsible for what BBIG says,' even when I pointed out that BBIG was very specific about naming Flinders Mine as part of their Rail Project Bill with the WA Government - right down to naming the Mining Lease and Exploration Licence.

I was told because BBIG is a private Company they can say what they like yet FMS did not feel inclined to make a statement of refute!

BBIG must have complete knowledge of all information that minority shareholders are excluded from - having his 2 Board Members sitting on the Panel (they even refer to Flinders Mine as a Subsidiary of theirs); and is involved in extending finance to the Flinders Mines on the basis of acquiring specific knowledge and ergo buying more shares in a CR can not be considered speculativeley an even 'playing field' for minority shareholders when asked to make a financial contribution. There is no 'even playing field' - we all know that.

If we are not given all the information that logically should be forthcoming then I think the Take Over Panel application is a wonderful idea.

FMS Price at posting: 9.2¢ Sentiment: Hold Disclosure: Held
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