FMS 0.43% $1.17 flinders mines limited

I cannot fathom how a proposal to de-list could require anything...

  1. 10 Posts.
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    I cannot fathom how a proposal to de-list could require anything other than a special resolution. It seems clear cut to me. If I'm not mistaken, changing a company from listed to unlisted isn't a routine matter of administration? Even in terms of "strategic or commercial decisions"?


    FMS wrote "it is the Board’s unanimous view that the De-Listing is in the best interests of Flinders’ shareholders at this time, due to the lack of capital support from public markets, low levels of trading liquidity of Flinders shares, concentrated shareholding, costs associated with maintaining the ASX listing, greater potential access to future funding alternatives as an unlisted company and the Company’s material future capital requirements."


    As I pointed out here https://hotcopper.com.au/posts/36865917/single , the price had been trending up and held well despite a recent general market down turn. I don't think any of the reasons they've offered withstands scrutiny. If they want to offer me value as a shareholder, they should stay listed or test their proposal with all shareholders by making it a special resolution.


    I don't know, there's a lot I could say and speculate on with the company's reasoning but there's no point in me getting pinged either.


    "Ordinary resolutions

    Ordinary resolutions are not specifically defined in the Corporations Act and need only a simple majority (i.e. normally, more than 50% of votes cast in favour) to pass.

    Some decisions that may only require an ordinary resolution include:

    • election/re-election of directors
    • appointment of an auditor
    • acceptance of reports at the general meeting
    • strategic or commercial decisions
    • increasing or reducing number of directors
    • passing a board limit resolution (for public companies).

    Special resolutions

    Special resolutions are needed for certain changes as defined in the Corporations Act. Decisions like changing a company's name, winding up the company, or changing the company's type will require a special resolution.

    Special resolutions must meet certain criteria before they can be voted on, or passed:

    Notice of a meeting of members for a company or registered scheme

    If a special resolution is being proposed at a meeting, the notice to members must include the intention to vote on the special resolution and details of its contents. This is in addition to the other standard requirements like providing a date and time, proxy information, etc.

    Passing a special resolution at a meeting

    For a special resolution to pass, at least 75% of the votes cast must be in favour.

    Passing a special resolution without holding a meeting

    A proprietary company with only one member of the company can pass a special resolution by signing a document that sets out the details of the resolution.

    A proprietary company with more than one member can pass a special resolution by getting all members entitled to vote to sign a document that states they're in favour of passing the resolution.

    Where a partnership holds shares together, each member must sign.

    The resolution is considered as 'passed' when the last member signs (i.e. 100% of voting members agree to pass the resolution.)

    The 75% threshold only applies to votes cast at a physical meeting; 100% of votes are needed to pass a resolution without a meeting.

    Additionally, a resolution to remove an auditor must be passed at a physical meeting."


    ( https://asic.gov.au/for-business/changes-to-your-company/passing-a-company-resolution/ )

 
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Currently unlisted public company.

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