Ann: Becoming a substantial holder in BOW by DB G, page-44

re: Ann: Becoming a substantial holder in BOW... This 75% keeps on coming up, and I believe that the last announcement by the company may, IMO, be a little misleading, or not explained to the shareholders properly.

So, I decided to put some light on the issue.

Reason being that in any Schemes of Agreement, the company only needs 50% plus 1 vote, that will represent 75% of the total shares on issue to get the deal through.
It does not, definitely, need 75% of the shareholders present at the meeting to vote in favour of the resolution.

I have read the last announcement again myself, and I found it a little perplexing to read that part which IMO is very confusing on it's own.

I have done quite a bit of research about Scheme of Arrangements in the past, and especially since the same type of offer was made to ESG. So, I believe that I am writing here what I have interpreted during my research.

It is now becoming more acceptable and a preferred way of doing a Takeover of a Comapny through a Scheme of Arrangement, where the bidding company will only need 50% plus one vote of the shareholders present at the meeting (unless a Proxy has been called for as well), and with 75% of the total shares voted in favour of the resolution to get a Court order to allow the bidding company to proceed and forcibly buy the remaining 25% dissenting shareholders.

Where, in contrast, in the case of a takeover, the biddding company will need to get 90% of the total shares to force the remaining 10% into selling their holdings via a Compulsory acquisition.

Besides, another very good point of interest, is that while in takeover a bidding company will only be able to get what it can get in regard to the amount of shares, with the Scheme of Arrangement the bidding company will get all or nothing.

And while with a takeover there are always some conditions attached to the offer, there are no conditions at all attached to a scheme of arrangement because it is based on an all or nothing principle.

One more important thing is that with a Takeover, a predator company can approach the shareholders of the company that is under takeover position direct, and up and change the bid accordingly to suit it's own needs for success. In the Scheme of Arrangement though, the bidding company cannot approach the vendor company's shareholders in any ways or form, and the vendor company itself is releasing the Scheme to it's own shareholders for acceptance and most importantly They cannot alter nor modify that bid.

I hope this will help, and hope that we will all be talking the same language from now on.

Regards.