RE: Not the news that CMRG were expecting or hoped for when launched last year30 May 2023 11:59
Yes its frustrating Moneyman. Shareholders were clearly owed a more detailed explanation of what management 'hoped' to achieve with the re-structuring. Necessarily this would have been theoretical, nobody expects names & details. I am hoping 16 June when Glencore's 6 month share lockup ends, might be a catalyst for action. After that date Glencore can go it alone & independently seek to realise maximum value for their ZIOC shares (& their marketing agreement).
So I pose the question, what happens if Glencore sell their 48% to a third party? I have just had a look at the current Takeover Code & from what I can see any sale of over 30% to a third party necessitates that party making a full Offer for 100% of the ZIOC shares. Then all shareholders have a vote on the Offer & they need 90% to secure 'complete' control & 'squeeze out' recalcitrant minority shareholders. Of course other bidders could emerge with competing offers.
But there is an intriguing alternative for a third party - if they secure the agreement of 75% of shareholders (by number of shares & then a majority of shareholders at the meeting - ie a dual requirement) they can implement a 'Scheme of Arrangement' that means in practice (subject to court agreement & resolutions etc) a takeover offer then becomes binding on 100% of shareholders. Glencore & Elphick have just under 62% between them, Keith Everitt just under 3%, so to get to 75% they would need some other major holders to join with them (I believe some of the original backers may retain holdings under 3%).
Please note I am not an expert on the nuances of UK takeovers, just trying to get an idea what the implications of Glencore being free to sell their shares after 16 June might be.