i haven't read through it but the bidders intentions are interesting - even if they arent succesful they will be blocking the cap raising and move to replace the current board so they can de-list the company.
Game over by the sounds of it
In addition, the Bidder Group currently holds an 85.71% interest in Realm Shares. The Bidder’s intentions with respect to Realm if it does not acquire sufficient shares to enable it to compulsorily acquire the remaining Realm Shares are set out in section 5 of this Bidder’s Statement. Notably, the Bidder is not supportive of Realm’s continued listing on the ASX (or the capital raising necessary to lift the current suspension of Realm Shares). Accordingly while the decision to apply for a removal of Realm from the official list of the ASX lies with the Board of Realm, the Bidder intends to cause actively encourage the Board of Realm to apply for the removal of Realm from the official list to the extent it is able to do so consistently with ASX guidance.
Section 5:
If the Bidder Group becomes the holder of at least 90% of Realm Shares and acquires at least 75% of the Realm Shares that the Bidder offered to acquire under the Offer, and the Conditions are satisfied or waived, the Bidder intends to give notices to compulsorily acquire any outstanding Realm Shares in accordance with Part 6A.1 (compulsory acquisition following a takeover bid) of the Corporations Act. If the Bidder compulsorily acquires your Realm Shares under this avenue, you will receive the Cash Consideration. If the Bidder Group becomes the holder of at least 90% of Realm Shares but does not acquire at least 75% of the Realm Shares that the Bidder offered to acquire under the Offer, and the Conditions are satisfied or waived, the Bidder intends to give notices to compulsorily acquire any outstanding Realm Shares in accordance with Part 6A.2 (general compulsory acquisition) of the Corporations Act. If the Bidder proceeds to compulsory acquisition under Part 6A.2 of the Corporations Act, an independent expert’s report will be prepared which will state whether, in the expert’s opinion, the terms proposed in the compulsory acquisition notice give a fair value for the securities concerned. Provided that the Bidder meets the requirements of the Corporations Act (including a favourable expert’s report), the Bidder will be entitled to compulsorily acquire the remaining Realm Shares not accepted under the Offer if: (i) no Realm Shareholder objects to the compulsory acquisition or the number of objecting Realm Shareholders represents less than 10% of the value of those remaining securities at the end of the objection period; or (ii) the court approves the acquisition.
5.2 INTENTIONS UPON BECOMING THE HOLDER OFACQUISITION OF A RELEVANT INTEREST IN GREATER THAN 90% OF REALM SHARES
This section sets out the Bidder’s current intentions if it acquires the Bidder Group becomes the holder of 90% or more of the Realm Shares, and is entitled to proceed to compulsory acquisition of the outstanding Realm Shares. (a) Compulsory acquisition If it becomes entitled to do so under the Corporations Act, the Bidder intends to give notices to compulsorily acquire any outstanding Realm Shares. If the Bidder Group becomes the holder of at least 90% of Realm Shares and acquires at least 75% of the Realm Shares that the Bidder offered to acquire under the Offer, and the Conditions are satisfied or waived, the Bidder intends to give notices to compulsorily acquire any outstanding Realm Shares in accordance with Part 6A.1 (compulsory acquisition following a takeover bid) of the Corporations Act. If the Bidder compulsorily acquires your Realm Shares under this avenue, you will receive the Cash Consideration. If the Bidder Group becomes the holder of at least 90% of Realm Shares but does not acquire at least 75% of the Realm Shares that the Bidder offered to acquire under the Offer, and the Conditions are satisfied or waived, the Bidder intends to give notices to compulsorily acquire any outstanding Realm Shares in accordance with Part 6A.2 (general compulsory acquisition) of the Corporations Act. If the Bidder proceeds to compulsory acquisition under Part 6A.2 of the Corporations Act, an independent expert’s report will be prepared which will state whether, in the expert’s opinion, the terms proposed in the compulsory acquisition notice give a fair value for the securities concerned. Provided that the Bidder meets the requirements of the Corporations Act (including a favourable expert’s report), the Bidder will be entitled to compulsorily acquire the remaining Realm Shares not accepted under the Offer if: (i) no Realm Shareholder objects to the compulsory acquisition or the number of objecting Realm Shareholders represents less than 10% of the value of those remaining securities at the end of the objection period; or (ii) the court approves the acquisition. T2 RESOURCES FUND PTY LIMITED BIDDER’S STATEMENT 23 5 The Bidder’s intentions CONTINUED (b) ASX Listing At the conclusion of the compulsory acquisition process, the Bidder intends to arrange for Realm to be removed actively encourage the Board of Realm to apply for the removal of Realm from the official list of the ASX.
5.3 INTENTIONS UPON ACQUISITION OF A RELEVANT INTEREST IN BECOMING THE HOLDER OF LESS THAN 90% OF REALM SHARES
If the Bidder acquires a relevant interest in Realm Shares of less than 90% then the Bidder will not be able to compulsorily acquire the Realm Shares which have not been accepted into the Offer. In this circumstance:If the Bidder Group becomes the holder of less than 90% of the Realm Shares then the Bidder will not be able to compulsorily acquire the Realm Shares which have not been accepted into the Offer. In this circumstance: (a) the Bidder will seek to implement the intentions in Section 5.2 to the extent possible; (b) the Bidder will seek to replace all current Realm Directors (other than those which it determines to retain following a review) with nominees of the Bidder; (c) the Bidder is not supportive of Realm’s continued listing on the ASX (or the capital raising necessary to lift the current suspension of Realm Shares from trading on the ASX). Accordingly, the Bidder will cause While the decision to apply for a removal of Realm from the official list of the ASX lies with the Board of Realm, the Bidder will actively encourage Realm to apply for removal of Realm from the official list of the ASX to the extent it is able to do so consistently with ASX guidance.; and ASX’s guidance in relation to the removal of entities from the official list of the ASX is set out in ASX Guidance Note 33. If, following a takeover, the number of Realm Shareholders (excluding the Bidder and its Related Bodies Corporate) having holdings with a value of at least $500 is not fewer than 150, it is uncertain what conditions would be imposed by ASX in circumstances where, in the Bidder’s opinion, there is currently no reasonable prospect of the suspension of Realm Shares being lifted. In the context of a company which is not suspended, 24 T2 RESOURCES FUND PTY LIMITED BIDDER’S STATEMENT 5 The Bidder’s intentions CONTINUED ASX generally imposes the condition that shareholder approval is required for the removal (and for 12 months after a takeover bid, any votes cast by the bidder and its associates will be excluded). ASX guidance on this issue also notes that an unacceptable reason for requesting removal from the official list is if the company is doing so solely or primarily to deny minority shareholders a market for their securities in order to coerce them into accepting an offer from a controlling shareholder to buy their securities (noting however that, in this case, Realm is suspended so there is no market at present). Even if shareholder approval is not obtained or ASX otherwise does not wholly agree to the request for removal from the official list, Realm Shareholders should note that ASX’s policy is to remove from the official list any entity whose securities have been suspended from trading for a continuous period of 3 years. If, following a takeover, the number of Realm Shareholders (excluding the Bidder and its Related Bodies Corporate) having holdings with a value of at least $500 is fewer than 150, then ASX would be expected to delist Realm without conditions. In considering the Bidder’s prospects of succeeding with these intentions, Realm Shareholders should note the intention regarding the ongoing appointment of the Realm Directors set out in section 5.3(b). Any nominee directors that the Bidder appoints may be supportive of an application for Realm’s removal from the official list, subject to their fiduciary duties to act in the best interests of Realm; and (d) the Bidder will continue to deal with its stake in Realm with a view to maximising its returns.
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