Change of control and allotment of new shares by bod21 Nov 2019 11:06
In case of takeover, it is the bod that decides if the offer must be accepted. Each member owns a fixed amount of shares, some few, others much more. They look at the price to know how much they will earn and if it favors all the shareholders.
For GKP, it is different, thanks to the VCP: « In the event of a change of control ./., there will be a Measurement Date on the change of control and the value of additional options will be calculated as at any other Measurement Date. The share price used to calculate the Measurement Total Shareholder Return will be the offer price for the Company. ». Yes: VCP is back!
As I understand it, when the bod of GKP convenes, they will have the ability to award themselves more options/shares! And the more share they award themselves, the less interested they will be to have GKP valued at a fair price. So the discussion will be more about how to increase their stake in the pie than to have a fair price.
All this favors the buyer of GKP.
Obviously, we have a conflict of interest between the bod and the other shareholders. Never seen anything like that.
In the RNS explaining the VCP I didn’t find any mention of the maximum amount to be allotted to bod members in case of change of control. Amendments to the plan are possible: «Awards cannot be amended to the advantage of participants without the prior approval of shareholders in general meeting, except for minor amendments... ».
If I am correct, I think shareholders should put maximum pressure on the bod before a change of control.
Remember what Jaap Huijskes wrote in AR 2018, p 47 on March 27, 2019:
« Gulf Keystone has a zero-tolerance approach to bribery and corruption and has put in place a number of policies and procedures for this».