Ann: Notice of Annual General Meeting/Proxy Form, page-52

As an outsider here is my two cents worth and as you know I also watched AHF closely and still do. that company also had the same "like" behaviours albeit for a different purpose and by way of a different means to suppress their own uprising. Some might say it was done illegally but nevertheless it was done and the result is they are where they are at today and the insurgents have been vanquished.

I understand your desire to get the minority shareholders to pursue an avenue of recompense through the Australian Takeovers Panel but in this case from what little I have seen it is the wrong path to take and here is why. The Australian Takeovers Panel exists independently of ASIC but was created under S171 of the ASIC Act and its delegation is Part 6.10 of the Corporations Act. Part 6.10 is subordinate to Chapter 6 which is specific and limited to Takeovers. So from this perspective alone the current flurry of activity at PDF is not a takeover by the current majority shareholders and would not qualify as having grounds to apply to the Takeovers Panel.

Even if it might be seen by some prima facae that the current Board of Directors are looking to shore up their control of the company for their own purposes it is not a Takeover in any form whether it be looked at from a buy-back, LBO, MBO or an intended dilution of other shareholders with an undisclosed intent ( I haven't included on-market or off-market acquisitions as it doesn't apply here as no bid has been lodged or even attempted at this stage). In Part 6.10 it makes reference to Unacceptable Circumstances and there may well be an overlap of what PDF are doing and what is considered by the Takeover Panel however the expression or even interpretation of Unacceptable Circumstances is not limited to Takeovers such that there are other avenues for the minority shareholders to pursue that are more fitting and offer a potentially greater probability of success in trying to rescue PDF from an unpleasant demise. There are other expressions used in Part 6.10 that might resonate with what is being attempted here but those same expressions are used elsewhere in legislation more appropriate to this scenario.

For my money I would probably let the current events and attempts run their course and see what comes out the other side rather than trying to cut across their efforts in here by debating alternatives and arguing against what is being attempted. It benefits no-one really but you and I have seen it all before on more than one occasion and yes I know it is frustrating when it impacts an industry sector we know or work in or are fond of.

Any knowledgeable corporate lawyer is welcome to take issue with the above but lets do it outside the threads of PDF and give whomever is having a crack at getting PDF up a running again a chance.