What Now, page-16

Yes, that is true. I and others have posted before on HC about this. ASX Guidance Note 33 (on delisting) requires a company which seeks to delist to include in the Notice of Meeting two specific paragraphs about such legal ”remedies”. These are the two paragraphs set out in section 2.6 of the EM attached to the Notice of EGM. Thus PGH did comply with that ASX requirement.

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The first remedy, which you mention, is to go to court under s232/233. The second remedy is to ask the Takeovers Panel (TOP) for a declaration of “Unacceptable Circumstances”. I and others made formal submissions and applications to TOP seeking such a declaration. I used s232 as one of the arguments in my submission. Unfortunately TOP declined to do so. TOP issued a one page statement about its refusal, but we will have to wait for its detailed reasoning. This was extremely dispiriting because TOP is a much faster and cheaper avenue than going to court. No doubt RG was delighted by this rejection, and felt that he had overcome the only serious obstacle. (Of course if ASX had applied a voting exclusion on RG at the EGM he would have lost the delisting vote by 99.7% against, but alas- and to its great shame- ASX didn’t do so, despite many shareholders asking it to do that).

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So far no one has been brave enough to go to court to ask for relief under s232/233, and the discouraging TOP ruling makes that even less likely. It would be foolhardy to apply to the court for relief without and until knowing TOP’s reasoning. Court action is very expensive, and RG has shown that he is willing to use aggressive and expensive legal advice to head off any legal challenges to his program. Even though I have 1 million PGH shares I’m not prepared to take the huge risk of legal costs (and those of RG/ Pact if one loses) to fight this. I would cheer anyone who is brave enough to do this, but the action would have to be immediate to be effective, even if successful.