Ann: Waiver of 80% minimum acceptance condition o, page-20

re: Ann: Waiver of 80% minimum acceptance con... Hi BigPete

Q: "The question is if the takeover is still current can they legally trade in BRM shares without BRM Shareholder approval."

A: No. The clause is deceptively worded but what it says is correct. The answer is in the clause: WNI cannot creep while the takeover offer is on. WNI must close it first before creeping. But, as we know, WNI has been buying secretly and illegally - never mind creeping - for years. Their problem now is that nobody else wants to sell at these prices.

Q: "The effect of the 75% position." WNI could close this takeover offer and try a scheme of arrangement. Until about 20 years ago, you could not do a takeover by a scheme of arrangement. Now the courts let it happen. Still, the courts MUST approve it, i.e. be persuaded that the price is fair (i.e. same as in a compulsory acquisition if they get to 90%) PLUS be persuaded that the scheme is not a device to get something they could not get in a takeover (which might be difficult in this case, although usually it isn't).

All this makes me wonder who is looking after the minorities in BRM. Not the board - so ASIC really should step in and provide independent advice before it gets out of control. Goodness knows what the ordinary BRM holder makes of all this.