Bound and Gaged20 Jan 2020 09:35
Looking through the small print, in my current understanding, it seems to me that the BoD have signed up to voting for the AA offer, even if another one comes along. 80% of the way down the RNS, by the table reproduced in part below, it states:
"These irrevocable undertakings remain binding in the event of a competing offer."
IRREVOCABLE UNDERTAKINGS
The following Sirius Directors have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:
Director Shares %
R Scrimshaw 45,645,005 0.65
C Fraser 123,997,368 1.77
T Staley 1,187,139 0.02
J Hutton 30,856 0.00
J Lodge 601,822 0.01
E N Harwerth 101,303 0.00
K Clarke 899,144 0.01
L Hardy 0 0.00
TOTAL 172,462,637 2.46%
Looks, to me, that any deal, other than the AA one, will have to happen without the current BoD's consent and, to me, it appears that the Share Soc is the only route left open to us if we want to try and vote down AA's offer.
Also just to ram down our throat how generous AA are with their offer, approx 1/2 down the document it appears to outline that our current assets aren't worth what we think they are:
"13 Asset valuation report
For the purposes of Rule 29 of the Takeover Code, Sirius notes that the asset valuation reports it published in the 12 months before the start of the Offer Period (specifically, in the Sirius equity prospectus dated 1 May 2019 and the York Potash Intermediate Holdings Plc preliminary bond offering memorandum dated 19 July 2019) were based on a series of assumptions and structures that are no longer valid or relevant in the context of the Acquisition. Sirius therefore disclaims the content of those reports and so the information in them should be discounted by Sirius Shareholders when considering the Acquisition."
GLALTH
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