RE: Possible Takeover Offer18 Nov 2024 18:07
The last time shareholders were asked to vote on a rule 9 takeover waiver was 12 months ago, when CIG stumped up another $30m. This increased their shareholding to about 40% and required a waiver as it took them over 30% holding. I'm quoting from the extant RBS as I'm not sufficiently au faix with the details of these rules to know what I'm talking about!
These were the undertakings to which CIG committed at the time -
"The terms of the CIG Subscription Agreement include:
· An undertaking by CIG that it will not (save in limited circumstances) dispose of the CIG First Tranche Shares for a period of 12 months from the date of their admission to trading on AIM or the CIG Second Tranche Shares for 12 months from the date of Admission; and
· The grant to CIG of a pre-emption right in relation to further equity issued by the Company while it holds 20 per cent. or more of the Ordinary Shares.
As noted in the Company's 7 February 2023 announcement, CIG is party to a relationship agreement with the Company and the Company's nominated adviser, Strand Hanson Limited, which imposes certain obligations on CIG in its position as a substantial shareholder (as defined under the AIM Rules) in the Company to ensure that the Company will at all times be capable of carrying on its business independently of CIG and the members of its group. The relationship agreement remains in force for so long as CIG's holding remains at 10 per cent. or above of the Company's issued share capital. Under the terms of the CIG Subscription Agreement, CIG has also agreed not to make an offer for the Company without the recommendation of the Board, for so long as its holding is at 15 per cent. or more of the Company's issued share capital, subject to limited exceptions.
CIG intends to finance the CIG Subscription through internal cash resources.
Rule 9 Panel Waiver
The Company requires a waiver granted by the Takeover Panel, pursuant to Rule 9 of the Takeover Code. The Company will also require Independent Shareholder approval to permit the issue of the CIG Second Tranche Shares, which would, if such new Ordinary Shares were issued, result in an increase in CIG's shareholdings to more than 30 per cent. and trigger a mandatory offer to Shareholders under Rule 9. Full details of the Rule 9 Panel Waiver are set out in Part 5 of this document.
Setting up Nioko to take the shares from CIG presumably means they have not broken their commitment not to sell or dispose of within 12 months?
Furthermore, am I reading this incorrectly when it states that CIG undertakes not to make an offer for the company whilst it owns >15% of the share capital WITHOUT THE RECOMMENDATION OF THE BOARD?
This is as clear as mud! Where is the direction from the Board that an investor is entitled to expect in such circumstances?