GWA Group Ltd V.GWA

RE:RE:RE:RE:Go private $.15

[Tim2Agami]

ozbob wrote: What happens if  "a majority of the minority" does not vote in favour? Like, if all of us smaller guys start saying that 15 cents per share is not enough. Can we manage to prevent this robbery from happening?                                                                        '        '

Indeed the sticking point may be in article iii of the approval requirement

The Acquisition is subject to approval by securityholders of Gowest. A special meeting of securityholders of Gowest will be called for the purpose of approving the Arrangement (the "Meeting"). Specifically, the Arrangement will require:

(i) approval of at least 66?% of the votes cast by shareholders of Gowest, voting in person or by proxy, at the Meeting;

(ii) approval of at least 66?% of the votes cast by shareholders and warrantholders of Gowest (voting as a single class), voting in person or by proxy, at the Meeting; and

(iii) "majority of the minority" approval under Multilateral Instrument 61-101. For the purposes of the "majority of the minority" approval requirement under MI 61-101, the votes cast by the Acquiring Group (and their related parties and joint actors of the Acquiring Group and their related parties) in respect of the Arrangement will be excluded.

Instrument 61-101 is a long and complicated read

https://www.osc.ca/sites/default/files/pdfs/irps/rule_20080201_61-101_protect-minority.pdf

But there may be enough "minority" shareholders here, who, voting no to the 15 cent offer, in numbers adequate to prevent the passage of item  iii, will provide a stumbling block to the arrangement. And maybe better terms will be offered.

It is unwelcome to think that those who have been on the board for a long long time, and have supported this company through near-death experiences over and over, are now tossed pennies just as the production is to be restarted  -- within weeks -- and the sorted ore trucked to Redstone for milling.   

A fortune cookie this has not been for those not in the kitchen cooking up the stir fried cat; it has indeed crumbled. 

Where's Rusty with his truckload of shares?  Vote no to article iii. The rest is out of minority control. Majorly or not.