RE: Traders' Cafe Podcast - Bacanora Special20 Jun 2021 01:04
There are references in the Takeover Code to “the Court,” “Court hearing,” “Court approval” and so forth. What Court has jurisdiction? One with a real judge wearing a real wig? It’s not the takeover panel. I admit my ignorance of British law, but it looks to me that if an offer is made and accepted by the Board, then they must go to some court and ask for permission to hold a shareholder meeting for approval. Then if that succeeds, they must return to the same court and ask it to “sanction” the arrangement. No indication that shareholders are allowed to appear or intervene at either step, but apparently that has been the case in other contested takeovers.
So I found Section 899 of the Companies Act, which provides:
“If a majority in number representing 75% in value of the creditors or class of creditors or members or class of members (as the case may be), present and voting either in person or by proxy at the meeting summoned under section 896, agree a compromise or arrangement, the court may, on an application under this section, sanction the compromise or arrangement.”
To me this sounds like both a head count and a share count. First you need holders of 75% of the shares to show up and vote. But then you need “a majority” – of what? People, or shares? Let’s say there are 150 shareholders, 100 of them with 10 shares each and 50 with 1,000 shares each. They all show up, all the little people vote no, and all the fatcats vote yes. So the 75% requirement is met, but only 33% of the shareholders are in favor. Can that be? If all that is required is 75% of shares, what is the purpose of the word “majority” in the statute?
If it’s a head count, all the dithering about voting “No” should be replaced with a campaign to bring in friends and neighbors as small shareholders.
I also found that whatever court is involved, it is closed during summer holidays, so the process takes longer.