Time for dialogue with AGO management?

As others have suggested in different threads - it really is time for the shareholders to meet with the directors. To help this, we could develop a reasoned list of our genuine concerns. It might not work, but the best outcome will be reached only if the small shareholders, major shareholders and BOD act together.

As an example, I have reviewed the Scheme Implementation Deed (I'm an engineer not a lawyer) and a number of questions arise. Those of you with a legal background are likely to raise more sophisticated and nuanced questions.

Extract from Scheme Implementation Deed
Section 3 - Conditions precedent and pre-implementation steps
Paragraph 3.1 - Conditions to Scheme
Item J: Independent Expert's Report
The Independent Expert provides the Independent Expert's Report to Atlas, stating that in its opinion the Scheme is in the best interests of Atlas Shareholders, on or before the date on which the Scheme Booklet is registered with ASIC under the Corporations Act, and the Independent Expert does not change or publicly withdraw this conclusion prior to 8.00am on the Second Court Date.
Questions:

• Has this report already been prepared?
• Does it take into account the risk of MIN share price falling?
• What values have been placed on Atlas assets and other items?
• How do the shareholders know that it is truly independent?
• Do the shareholders get to review/ approve the report before it is submitted?
• What happens if the independent report does not find it in the best interests of shareholders?

Section 10.2: No-shop (one of many similar clauses)
During the Exclusivity Period, Atlas must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly solicit, invite, initiate or encourage any Competing Proposal or any enquiries, proposals, discussions or negotiations with any third party in relation to (or that could reasonably be expected to lead to) a Competing Proposal, or communicate any intention to do any of these things.

Questions:

• How can the AGO BOD be acting in the best interests of its shareholders if they have committed to discouraging any other suitors? How does this align with their responsibility to maximiise the commercial opportunity for the (small) shareholders?

Note: Section 10.7 “Fiduciary out” states that the limitations to not apply if:
failing to take the action or refusing to take the action (as the case may be) with respect to the Competing Proposal would be likely to constitute a breach of the fiduciary or statutory obligations of the Atlas Board


Schedule 2 Timetable

	Column 1	Column 2
0	Event​	Date​
1	Enter into Scheme Implementation Agreement	9 April 2018
2	Lodge Scheme Booklet with ASIC for review and comment	By 21 May 2018
3	First Court Date	11 June 2018
4	Scheme Meeting	18 July 2018
5	Second Court Date	25 July 2018
6	Effective Date –lodge office copy of Court order approving the Scheme with ASIC	26 July 2018
7	Record Date	31 July 2018
8	Implementation Date: Pay Scheme Consideration to participants in the Scheme. Reconstitute boards of each Atlas Group company (subject to clause 8)	7 August 2018

Questions

• When is shareholder approval required?
• Has sufficient time been allowed for all shareholders reasonably respond?