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What would have resulted On 1 February 2016, APAC submitted a...

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    What would have resulted
    On 1 February 2016, APAC submitted a proposal to the Board as an alternate
    funding option in connection with a renounceable rights issue at $0.015 per share to raise $14 million and to be fully underwritten by APAC.
    The APAC Proposal was amended on 19 February 2016 to increase the issue price to $0.0225 per share.

    Not at APAC'S first suggested R.I.'s proposal at 1.5 cents, but using there amended
    upwards rights issue price of 2.25 cents.
    In the best case of these scenario's o.o225c- APAC's proposed alternate
    funding would generate an extra 622,222,222 new shares, add existing now
    of 342,954,486 shares & ABU's total share register would have blown out by 83% -to a total register of 965,176,708 shares.

    So a rights issue based on these numbers would have resulted in holders becoming eligible
    for approx. 14 share for every 5 held .

    Comparison with PRC'S R.i's at 4 cents generates an extra 205,772,691
    new Shares added to ABU's existing shares now of 342,954,486 increases
    ABU register by 60% to a total register of 548,727,177.

    or 3 shares for every 5 held .

    End result with-APAC's proposal ABM resources share register would have resulted in a total of 965,176,708 shares, this is a 76% increase when compared to PRC's proposal that would have resulted in ABM resources share register having a total of 548,727,177 shares.

    Therefore it can clearly be seen that there is a massive difference in dilution differential
    between the two proposals & investors that could or did not wish to take up there rights issue would have suffered .

    The difference is compounded as not only is the APAC'S proposal R.I's at a 2.25cents
    43.75% lower that PRC's-4cents ( & likely would have crushed the share price ),
    it involved raising $14,000,000au as opposed PRC's R.I.'s of $8,200,000.
    So you can see clearly it would be good to have the extra funds but it would have come
    at a huge cost with regard to dilution to those unfairly imo effect not taking up
    there rights issue.

    There has been much said about PRC in there proposed R.I.'s issue potentially
    if no share holders inclusive of APAC took up there entitlement at 4 cents would
    end up with 49.8% of all ABM Share's-Obviously this won't happen
    as share holders will .

    Lets compare apples with apples

    APAC in there proposed R.I.'s issue potentially if no share holders inclusive of
    PRC took up there entitlement at 4 cents would end up with almost 70% of all
    ABM Shares,
    Obviously this won't happen as share holders will.

    So Differential

    APAC holds 14.8% of ABM Shares now & stood to end up with 70%-plus 59.64%.

    PRC holds 19.9% of ABM Shares now & stood to end up with 49.9%-plus 30%.

    So Differential in scenario's-APAC stood to very likely take over the ABU BOD
    if they would have ended up with 50% of ABM holdings, as once 50.1% stake
    is achieved whom ever holds more than 50% can elect whomever to the BOD.

    PRC could never have taken over the ABM -BOD would never have achieved
    any were near 50% of ABM share holdings, don't we think that if this was
    there intention they PRC would have structured the R.I's in a similar manner
    to APAC'S proposal .

    Introduction to Australian takeovers
    Significant ownership thresholds
    In addition to the 20% voting power limit, if you hold:
    • any number of securities in a listed entity – the Australian Securities and Investments Commission (ASIC) or the listed entity can trace beneficial ownership of the securities
    • 5% or above – substantial holding information for listed bodies must be given to disallowed within two business days once the 5% level is reached and then for any change of 1% (during a takeover, the deadline is 9.30am on the next trading day)
    • over 10% of a class of securities – you can prevent post-bid compulsory acquisition of that class (however, see 'Compulsory acquisition' on page 11)
    • 15% and above – if you are not Australian you may need Foreign Investment Review Board approval (this requirement also applies where non-Australians collectively hold 40% or more (see the foreign investment rules on page 8))
    • over 25% of voting shares – you can block special resolutions (including changes
    to the body's constitution)
    • over 50% of voting shares – you can pass ordinary resolutions (including appointing
    your nominees to the target board and removing existing target directors)

    • over 75% of voting shares – you can pass special resolutions
    • 90% of a class of securities or of the company – you may be able to use one of two different methods of two different compulsory acquisition of the outstanding securities (see 'Compulsory acquisition' on page 11)
    • 100% of the fully diluted share capital – you have access to the target's cashflows, can group the target and its subsidiaries with your own entities for tax purposes and avoid the need to have regard to minority interests.

    I can't help but consider if the tail has been wagging the dog!

    imo-went considering the facts from the Take over Panels revelations when
    considering APAC's versus PRC's Rights issues proposals.
    salt
 
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