https://www.theaustralian.com.au/bu...r/news-story/ec64f47547cd26eeac75d77bd4108303
Myer has engaged Goldman Sachs and Flagstaff and some question whether the board has itself reached out to David Jones about its willingness to buy the business as it continues to trade without a chief executive.
The key word in this sentence is 'has' IMO ... Why engage the services of GS if you are not talking to organisations about a TO .... sure it may not be the most obvious choice - DJ's, but there are others that would be sniffing around at these rock bottom prices ... hehe
..... and this motion that Lew ensured did not pass at the last AGM .... he obviously wanted it not to pass originally for a reason - possibly to use to his advantage? I
s this now going to come back and bite him on the A and subsequently render his 'blocking stake' useless if a competitor attempts to TO Myer through this provision ? Opinions anyone ?
7 Renewal of proportional takeover provisions in the Constitution
The motion was not carried as a special resolution on a poll, the details of which are:
For 397,678,081 (72.21%)
Against 153,068,166 (27.79%)
Abstain 3,423,851
https://www.oloughlins.com.au/resou...tional-takeover-provisions-february-2015/file
What is a proportional takeover bid?
A proportional takeover bid is an off-market takeover bid for a specified proportion of the securities in the bid class. The proportion specified must be the same for all holders of securities in the bid class.
Proportional takeover provisions
It is common for the Constitution of a public company to contain proportional takeover approval provisions which require shareholders to approve any takeover offer for only a proportion of each shareholder’s shares.
As a proportional takeover bid involves an offer for only a proportion of each shareholder’s shares, a bidder may acquire control of a company:
without shareholders having the chance to sell all their shares, leaving them as part of a minority interest in the company; and
without payment of an adequate control premium. Proportional takeover provisions are designed to assist shareholders to receive proper value for their shares if a proportional takeover bid is made for the company.
They lessen the risk of a bidder obtaining control without adequately compensating shareholders as they allow shareholders to decide collectively whether a proportional takeover bid is acceptable and appropriately priced.
