re: takover:will it or will it not. read on
As far as company General Meetings are concerned the forthcoming MIM GM on June 6th will be the corporate "entertainment" event of the year in Brisbane. Just imagine having the CEO 'selling' his view on the future direction and opportunities for MIM against the view of the Board (see attached). Vince Gauci is a very impressive and convincing speaker with a great knowledge of his company and he knows what goes on at the 'coal face' so to speak. Unlike Chairman Tutt who find it hard to answer the most simple questions asked by shareholders at AGM's without the constant assistance of Gauci or one year he even had to call on a staff member speaking from the floor in relation to a question about MIM's hedging policy. Now will the 'acquisition by scheme of arrangement' get the support of 50% of the shareholders who vote ?
That is the question and the meeting being in Brisbane will see many of the solid old base of long term 'grey brigade' shareholders from the days when MIM was a proud company (even once briefly Australia's top company by market capitalisation) voice there objections. My guess is that many will protest vote against the Chairman, who became very unpopular at last years AGM when he lost his cool with an elderly shareholder asking a question in relation to the share price. Many will also vote against the other non-executive board members and go with the view of CEO Vince Gauci supported by Platinum Asset Management - a major shareholder. The June 6th event is a must not to be missed. - Butt-Butt : Tutt-Tutt PS. If the voting goes against the Board's recommendation, can the Board possibly stay on as board members after the event and have any credibility at all (of which they have very little anyway). ==========================================
Letter from MIM Non - Executive Directors & Proxy Form
MIM HOLDINGS LIMITED 2003-05-20 ASX-SIGNAL-G
HOMEX - Brisbane
+++++++++++++++++++++++++ LETTER TO SHAREHOLDERS'
By now you should have received an Information Memorandum outlining Xstratas offer of $1.72 cash per share for each of your shares in MIM Holdings Limited. Your Board has resolved (by a 6:1 majority) that the Xstrata proposal is in the best interests of shareholders, and that our Majority Director recommendation is that you vote in favour of the Scheme at the forthcoming meeting.
There has been significant media coverage in relation to the offer and an active campaign against it by one shareholder (holding some 2.5% of the shares in MIM). In light of this, and questions from shareholders, we, the six Non-Executive Directors, provide in this letter a brief outline as to why we have recommended the Scheme.
Shareholders should be aware that since the date of the Information Memorandum and the formulation of the Independent Experts valuation, which was based on a spot exchange rate of US$0.60, there has been a significant adverse move in the $A/$US exchange rate. On 19 May 2003 the $A/$US exchange rate was approximately US$0.657.
This change which will impact both profit and value has reinforced our views that the Xstrata offer is in shareholders best interests and strengthened our resolve in respect to our recommendation. You should also be aware that:
1. MIM Directors were NOT seeking a buyer for the Company. However, given Xstrata approached us, your Directors were obliged to fully consider and investigate the merits of the offer and other alternatives for the Company. We believe that in the absence of any higher offer, there is no better alternative for shareholders, including continuing to hold your shares. At the end of the day all six Non-Executive Directors, having considered all of the information, including the views of the Managing Director, Mr Gauci, are of the clear view that this proposal is in shareholders best interests. Mr Gaucis dissenting views are set out in the Information Memorandum sent to you.
2. For the proposal to proceed, the Scheme must be supported by at least 50% of the number of shareholders who vote and 75% of the shares that are voted. This means that every shareholder who votes will make a difference. If you wish to receive $1.72 cash for each of your shares under the Scheme, it is important that you vote for the resolution.
We recommend you VOTE FOR on the proxy form attached to this letter.
WHAT ARE THE KEY REASONS FOR OUR RECOMMENDATION THAT YOU VOTE IN FAVOUR OF THE SCHEME?
* Profitability and prospects
We have taken into account the recent profitability of the continuing operations of the Company and our view of the near term, medium and longer term outlook for the Companys operations and the chance that your shares might trade at or in excess of $1.72 in the near term and even in the medium to longer term.
* $1.72 per MIM share is certain cash now After detailed consideration of all available information we are clearly of the view that shareholders would be better off if they take $1.72 now. MIM shares have not closed on the ASX at $1.72 or above since August 1997.
* The Xstrata Offer is at a substantial premium to MIMs recent trading history The Xstrata offer represents a 43% premium to the average MIM share price of $1.20 during the month before the Xstrata discussions were announced.
* Future projects early stage and uncertain and, if viable, will require substantial new investment We have noted that the future value of development assets is uncertain and their technical and financial feasibility remains to be proven.
* There seems little doubt that if the offer does not proceed MIMs share price will fall significantly With the recent downward movements of the market for resource shares and the loss of the takeover premium, it is likely that the MIM share price would fall significantly if the offer does not proceed.
* The Independent Expert has also concluded that the Xstrata offer is in shareholders best interests The Independent Expert had several months of detailed access to the Companys information, sites and people. Its report is included in the Information Memorandum in section 6. The Expert concluded that the balance of risks is such that shareholders are clearly better off voting in favor of the Xstrata Offer. In order to receive $1.72 cash for each of your MIM shares under the Scheme it is important that you vote FOR the resolution approving the Scheme by either attending the meeting in person or returning your proxy form by 10.00am on Wednesday 4 June.
If you have any further questions please call the MIM Shareholder Information line - 1800 65 65 30.
Leo Tutt, John Astbury John Crabb Michael Eager Ken MacDonald CHAIRMAN DIRECTOR DIRECTOR DIRECTOR DIRECTOR
