anyone know the new creeping-acquisition laws?, page-24

Sushi,

The requirement under the UK listing rules appears to be that the offeror must acquire a minimum of 75% (rule 5.2.10).

In the context of the AWE bid for ADI that would be the difference between the apparent Australian requirement of 17%/67% = 25% of the other shareholders accepting the offer terms and the UK requirement of 42%/67% = 63% accepting the AWE offer, which would be a clear majority.

If AWE is free to cancel the ADI listing if it acquires a bare majority, it may be acting against the interests and views of the majority of the 'public' holders.

In a straight fight, if the offeror gains 75% acceptance starting from nil or from an insignificant holding, which is sufficient to pass most resolutions of the company, then fair enough. In a situation such as this where the offeror has a 33% launchpad that could enable it to gain bare control on obtaining little more than 25% acceptance by the 'public', that appears to me to be a totally different ballgame.

It means that AWE could do a deal with Goldman Sachs and a few other large holders that could force the majority of the shareholders to fall into line. The threat of de-listing is effectively a shotgun to the head for most small shareholders who are reliant upon the liquidity of a listed share.

But they haven't shown their hand yet. Let's hope that they won't be relying on the joker card.