ViccyVFU wrote: ↑24 Sep 2021 01:57
So the authority to allot, together with the dis-application of pre-emption rights can be taken together.
Basically, they can issue shares without the need to offer them to existing shareholders first, thereby changing the makeup of the controlling percentages.
Again, it might be "because they feel there is no appetite amongst existing shareholders to stump up more money", but its also a way "to dilute existing shareholders remaining interests further".
You will note that all the resolutions, whilst giving the impression of being timebound, are in fact permanent decisions (that can be exercised after voters thought they might expire). Written in such legalese to confuse rank and file, sections 8(e), 9(c) and 10(b) are technically an ongoing mandate (if planned that way).
70% is not significant in UK company law.... You need 50% +1 vote to secure an ordinary resolution,
and 75% to secure a special resolution.
Now, IF SG bought back (and cancelled) 64 million (non Phoenix) shares, and dis-applied pre-emption rights on a new issue of 142 million shares, (all in favour of Phoenix), then Phoenix would hold (248 + 142 =) 390 million shares, of the (427 - 64 + 142 =) 505 million shares in issue.
... and that's 77.2%, which means they can force everyone else out of the trough.
(Through buyout of minority interests)
All speculation, of course, but as I noted ... "Hmmmm"
(None of this should be regarded as anything other than "speculation, for entertainment purposes".
As philatourist (I think) said : "Stock up on popcorn / light snacks, and sit back to enjoy" )
Well explained, and to mop up shares on market to take them to over 75% ownership is a few million quid - peanuts to Phoenix given their mega exposure now, if it gives them essentially a free hand going forward to make special resolutions of ANY kind that can vote in.
Very interesting indeed.