RE: PEA7 Jun 2026 12:53
Unlikely And to make sure its much harder for any other interested parties to make a BID .. a"hard lock-up" mechanism was installed in the scheme
Here is a breakdown of why this specific 9.9% Call Option acts as such an effective "poison pill" against rival bidders under Australian corporate law:
1. The Math of the 75% Veto
Under an Australian Scheme of Arrangement (the structural route being used for this takeover), a deal requires approval from a 75% majority of the votes cast by shareholders present and voting.
The Math: If CAML exercises the option and physically holds 9.9% of the target's total shares, a rival bidder would need to secure roughly 83.2% of the remaining 90.1% of shares to hit that 75% threshold.
The Reality: In public markets, getting 100% voter turnout is practically impossible. If voter turnout is around 70% or 80% of the registry, CAML's physical 9.9% stake swings even more weight, effectively granting them an insurmountable mathematical veto to block any competing scheme.
2. The "Forcible Buy" Trigger
The beauty of this structure is that it doesn't cost CAML anything upfront. They don't have to tie up their capital buying the 9.9% stake today. Instead, the Call Option Deed sits dormant unless a rival emerges with a superior proposal. If a gatecrasher attempts to outbid CAML, CAML triggers the option, forcibly takes ownership of Ocean Partners' shares, and uses that new block to vote down the competitor's deal.
3. Why Exactly 9.9%?
The choice of 9.9% is highly deliberate due to strict Australian regulatory thresholds:
The 10% Takeover Threshold: Under Section 606 of the Australian Corporations Act, an investor cannot acquire more than a 20% stake in a company without launching a formal takeover bid.
The Foreign Investment Review Board (FIRB): For many international buyers or specific commodity sectors, crossing the 10% threshold triggers mandatory FIRB notification or substantial shareholder disclosure rules. By capping the option at 9.9%, CAML completely bypasses these regulatory hurdles, keeping the strategy incredibly clean, fast, and unchallengeable by regulators.
Summary
By securing this deed, CAML has effectively taken the target company off the market for any other suitor. A private equity firm or rival miner looking at the deal will see that CAML can instantly brick-wall any competing Scheme of Arrangement, which heavily discourages a costly bidding war from ever starting.
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