18-11-2020, 11:09 PM
(18-11-2020, 09:56 PM)Mushy Wrote: The shareholding is very very fragmented. The offerer and undertaking shareholders don't have a significant stake (not even close to 50% of votes eligible). I have not done the maths. Just base on who had committed to vote for and who cannot vote, the % is not even close to hitting target.
Hi Mushy,
As you might have known, a scheme of arrangement is a all or none consequence type of offer to take out minorities in a takeover. Meaning, its either I get all the shares or none. As you have stated, the offeror and undertaking shareholders don't have a significant stake. It is exactly this reason why a scheme is used in this case because if they use the General Offer (aka GO) route, they will need 90% of the shares in order to compulsory acquire the remaining shares out there and delist the company.
Just to recap, a scheme meeting is passed if more than 75% of the value of shares and 50% headcount approved the scheme at the meeting.
As to your concern on cash or unlisted share option, again, this is not new method of consideration for a scheme. Maybe you could refer to the HMI case study last year where similar consideration was offered to minority shareholders when the company was taken out.