it was mentioned on here earlier as something the bod could possibly do once they have majority control. We are just discussing the rules and if there is anything RIG could propose to protect against this.
Yes, could there be a possible negotiating point for RIG there, as this article made an interesting point "Another possible solution would be for majority shareholders in companies coming to market to be required by their nominated advisor to enter into a relationship agreement with their companies, undertaking not to exercise their votes in respect of some or all of their shares on any future de-listing resolution." http://www.theqca.com/information-centre/markets/1441/delisting-from-aim-issues-arising.thtml
Cancellation 41. An AIM company which wishes the Exchange to cancel admission of its AIM securities must notify such intended cancellation and must separately inform the Exchange of its preferred cancellation date at least twenty business days prior to such date and save where the Exchange otherwise agrees, the cancellation shall be conditional upon the consent of not less than 75% of votes cast by its shareholders given in a general meeting. The Exchange will cancel the admission of AIM securities where these have been suspended from trading for six months. Cancellations are effected by a dealing notice.
Rule 41 of the AIM Rules sets out the procedure for delisting. In summary, a company that wishes to cancel the right of any of its trading securities must:
notify the market through a regulatory information service of the proposed cancellation date; notify the London Stock Exchange (the “Exchange”) of its intended cancellation and its reasons for cancellation including its preferred cancellation date; and obtain shareholder approval. The notification to the Exchange should be made by the company’s nominated adviser and should be given at least 20 business days prior to the intended cancellation date (the 20 business days’ notice requirement is a minimum).
Any cancellation of a company’s securities on AIM will be conditional upon seeking shareholder approval in general meeting of not less than 75% of votes cast by its shareholders present and voting (in person or by proxy) at the meeting.
The notification to shareholders should set out the preferred date of cancellation, the reasons for seeking the cancellation (for example annual fees to the Exchange, the cost of maintaining a nominated adviser and broker, professional costs, corporate governance compliance, inability to access funds on the market), a description of how shareholders will be able to effect transactions in the AIM securities once they have been cancelled and any other matters relevant to shareholders reaching an informed decision upon the issue of the cancellation.
Cancellation will not take effect until at least 5 business days after the shareholder approval is obtained and a dealing notice has been issued by the Exchange.
It should be noted that there are circumstances where the Exchange may agree that shareholder consent is not required for the cancellation of admission of a company’s shares, for example (i) where comparable dealing facilities on an EU regulated market or AIM designated market are put in place to enable shareholders to trade their AIM securities in the future or (ii) where, pursuant to a takeover which has become wholly unconditional, an offeror has received valid acceptances in excess of 75% of each class of AIM securities. The company’s Nominated Adviser will liaise with the Exchange to secure a dispensation if relevant.
Agree, it would be great to be represented on the BOD. Would the current BOD agree to that? The concert party bit would only come in if RIG membership was over 20% and all agreed to act in unison e.g. to vote no at the AGM or try to block takeover. That is my understanding anyway.
I have been looking into this. It is something RIG would need to consider if any action was decided upon. These are UK takeover rules. Not sure if Oz or Uk rules would apply to RIG but imagine they are similar.
CONCERT PARTIES - Parties who decide to act together in connection with a proposed bid, whether by the acquisition of shares in a target company or otherwise, will be regarded as one party for the purposes of applying the share acquisition limits and mandatory bid provisions of the Code.
The Code defines “acting in concert” extremely widely – as persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate “control” of a company or to frustrate the successful outcome of an offer for a company.
It is not necessary for a legally binding agreement between parties to have been entered into before a concert party could be regarded as existing, in other words, informal arrangements or agreements will suffice.
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