Ann: TOV: Panel Receives Review Application, page-19

Some interesting comments - thanks for the humour at the end of a work day, but it is still a serious issue. And just in case anyone thinks otherwise, everything written below is my opinion only, it is not advice of any description for anyone and I do not imply any wrongdoings by anyone on either side of the argument. I merely seek to understand why we are not out mining Iron Ore and making a motza !!  So treat this as the ramblings of the uninformed.

As mentioned by others the application to review has to comply with the rules, so no surprise they have lodged a review. To us that are not in the tent so to speak we only have the 6 page T.O.P. Press Release to go on. I have no doubt that FMS Directors/Lawyers were party to the content of the Investigation. I think it is of interest that FMS want a review, not TIO, as I would have thought some Directors may have questioned whether they are acting in the interests of all shareholders in asking for this review given the huge outcry/support to defeat the de-listing package. They may have, I don't know their personal deliberations but I would welcome them explaining their reasons to those paying their wages. We all eagerly await the full reasons for the T.O.P. decision. I also think that the FMS Lawyers will be arguing (or already had) that the T.O.P. did not have jurisdiction on this matter as they had not made a takeover offer or sought to directly increase their holding more than the 3% creep provisions. 

I am not a Lawyer but I reckon the T.O.P. would have carefully considered this question before progressing the case. I think they covered off their reasoning on page 5 under Conclusion Point 10 where they were satisfied that it could effect control etc. That is a pretty easy case to make as it could have lifted TIO's ownership by 10%. TIO will argue they were not buying any more shares in the delisting or buyback. I think the problem is the Rights Issue boys and girls as they had already agreed to buy shares to fund the $27m. Only need $11m now but who's counting. I eagerly await the full details of their decision as I am hoping (praying actually) that as the T.O.P. operates within the Corp Law that they make some referrals to ASIC/ASX in relation to these actions and anything else they may have stumbled upon. Will they refer the July/August 2018 Rights Issue PDS to ASIC ?  Will they give an opinion to the ASX on its decision to approve the delisting, with conditions ? We will wait and see.

I would be of the opinion that the plan of attack will be re-set by FMS/TIO and perhaps they will simply delist without having a buyback or small shareholder buyback offer, hence eliminating the need to do a Loan/Rights Issue for the sole purpose of funding the buyback/change of control transaction. I am not sure the T.O.P. would have the ability or the power to stop them delisting as there will be no change of control. That is why I have an opinion that a referral to ASIC/ASX on wider matters would be the best outcome for small shareholders of FMS who simply want their shares to remain in an informed marketplace. I am partly comforted by Point 3 and 4 of the decision which makes a mockery of one of the key reasons for the delisting "lack of shareholder support for the raising" and that the ASX published guidance states a figure of 75% needed for delisting. I think there was a message or two there for the ASX.

In order to stop the eventual delisting I am of the opinion that our fight is still to have the ASX be convinced not to grant approval or to allow it to be a special resolution requiring 75% of all shareholders in number to approve. As for the reasons to delist, we shareholders have supported the company fundraisings and we have the Chairman's thanks on August 2nd 2018 for the support shown. I thought he was sincere at the time, but now I am not convinced. There has also been plenty of liquidity and trade through the market. So why are we delisting ?

I also remain of the opinion that an EGM needs to be called for and maximum pressure applied to Directors and ultimately the ASX/ASIC to make them see there may be a problem that needs at least further investigation. OCJ, you have the power to call this EGM. I believe the FMS Directors when they tell the world there is no formal agreements in place. However I cannot understand how a "reasonable person" when faced with the facts of the whole extended mine to port project in WA can believe that this whole project has gotten this far with no access to the only ingredient that can bring in the money - IRON ORE. I am not a redhead or standing for Parliament, but "Please Explain ?"

GLTAH but the fight is still only in the early stages.

p.s. I have changed my sentiment to "none" as I do not want to influence or imply anything to anyone.