Arborbridge wrote:MDW1954 wrote:Arborbridge wrote:Oh dear, what a tremendous pity. This is one of my longest term shares, and I have no wish to lose it.
I know some people will relish the thought of taking a profit and moving on, but I am not in his for a fast buck, but for long term income. So sell a good beer company to a property developer and all he can see is the property. Come back Rooney! All those years building up the company just to see it chucked away.
Now the problem of what to do with the readies if this goes through.
I'm tempted to vote against it. I'd sooner have the shares, and the shareholder discounts.
I bet I'm in a minority, though. Another fine British company sold to foreigners on the cheap, even while British investors were avoiding the shares in droves, spouting all the usual nonsense about brewing and retail and beer going out of fashion etc etc.
Well, it passed my "smell test" many years ago.
Voting against - I did that once. ending up as a "dissenting shareholder". All that happened was that it took longer to get the eventual payout, for some reason I can't rememeber.
Almost certainly you're remembering a takeover done by a traditional takeover offer. Such a takeover depends on shareholders accepting the offer
as individuals. If a sufficient number (*) of them accept, the offeror buys
those shareholders' shares, but those who don't own the shares keep their shares - except that if the holders of 90% or more of the shares they're making the offer for accept, the offeror is able to
compulsorily purchase the remaining shares - and it's during the compulsory purchase process that I've seen the term "dissenting shareholder" used. If you hold the shares as a certificate, you get sent an acceptance form, which you either complete and return to accept the offer, or basically ignore if you don't want to accept it. The latter is the closest you can get to "voting against" the offer, but it isn't a vote because:
(a) it's not an actual action, but a failure to act, and there will almost certainly be some shareholders who don't accept because they're actually unable to - e.g. someone who doesn't accept because they're in a coma can hardly be said to have "voted against";
(b) as such, it doesn't bind shareholders collectively, just individually. There are two sort-of-exceptions to this: firstly, nobody ends up selling to the offeror if they don't get enough acceptances, but that's because the offeror doesn't go through with it because their acceptance condition hasn't been met; secondly, everyone ends up selling if the offer gets to the compulsory-purchase stage, but that's because company law steps in - basically to tidy up loose ends caused by the fact that there will always be shareholders who cannot accept and those who aren't paying attention, even if there aren't any diehard non-sellers. So those outcomes are imposed by the offer's acceptance condition and company law saying that there are consequences of the shareholders' collective (non-)acceptances, not directly by those (non-)acceptances. And while one or other of those two sets of consequences usually ends up being the outcome, they don't always - sometimes the offeror ends up with the majority of the shares in issue, but with a substantial number of shares still held by minority shareholders.
That can get slightly altered in the case of shares held in a CREST account, in that the broker (in their role as your "CREST sponsor") might obtain your acceptance and pass it on to the company, or not obtain it and not pass anything on, rather than you providing it directly to the company. And in the most common case of shares held in a nominee account, the broker's nominee company is the legal owner and the only one who can accept - so the broker obtains the acceptances from the customers who own the shares and accepts the offer with regard to the correct number of shares. In both those cases, the broker might ask you to either accept or actively not accept the offer - but if they ask for the latter, it will be only for their internal purposes, and they'll only pass the acceptances on to the company, not the non-acceptances as well.
So replying to say that you're not accepting might be wanted by the broker, even though it isn't by the company - and that might come across as "voting against", or get transmuted into it over time in one's memory. But despite appearances/memory lapses, there simply is no such thing as "voting against" a traditional takeover offer.
Anyway, that
won't happen here, unless the offeror has reserved the right to transform it into a traditional takeover offer (which is usual) and actually uses that right (which is not - I don't think I've ever seen it done). That's because this takeover is being done by a scheme of arrangement. It does involve a vote (or to be precise, two votes done very close together, one at a company meeting and one at a court meeting), the results of those votes are binding on all shareholders, and so there is such a thing as "voting against" a scheme-of-arrangement takeover. (But as a warning to those holding in nominee accounts, brokers are under no legal/regulatory obligation to tell their nominee clients that such a vote is going to happen, and as a result, some do and some don't. So if you do want to vote, you might have to actively initiate the process with your broker, not just wait for them to tell you about it and then respond - "might" because it's broker-dependent.)
I'm also tempted to vote against it, basically for the same reasons as MDW1954 (though it's ages since I last used a shareholder voucher - they can't be used with any other discount, and when I've eaten in Greene King pubs recently, there have been better discounts available...). The holding has done its job in my HYP nicely since my first purchase in February 2003 and much of the premium on this offer seems to me to be undoing an unjustified discount, but the company has stagnated a bit over the last five years or so and that's long enough that the description "short-term blip" no longer really fits. So maybe the time has come to let it go... Anyway, no rush to decide either about voting or about letting my holding go - yesterday's announcement says (with my bold):
"
It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and Greene King General Meeting, together with the associated forms of proxy, will be posted to Greene King Shareholders within 28 days of this announcement (or such later time as Greene King, CK Bidco and the Panel agree) and the Greene King Meetings are expected to be held shortly thereafter. It is expected that the CKA Circular will be published by CKA on or about 16 September 2019, which is expected to be the same date as the date on which the Scheme Document is posted to Greene King Shareholders, with the CKA General Meeting being held on the same date as the Greene King Meetings. The Acquisition is currently expected to complete in the fourth quarter of 2019, subject to approval of Greene King Shareholders and CKA Shareholders and receipt of the required decision(s) from the European Commission and the sanction of the Scheme by the Court. An expected timetable of key events relating to the Acquisition will be provided in the Scheme Document."
So I've some time to picker over it a bit - and indeed, if there are any potential rival offerors out there, they have some time to picker over it as well!
Finally, I note that it is 18 months to the day since
this thread was started. It's a long one (73 posts) and I haven't re-read it thoroughly to see what lessons I can learn from it - but its rather apposite title alone says that there almost certainly will be, so it seems worth drawing to people's attention so that they can (if they want to, of course) re-read it for their own lessons...
(*) The "sufficient number" is determined by the offeror and specified in the offer (as the "acceptance condition" minimum percentage of the shares in issue that they want to end up owning to go ahead with the deal), but must be at least enough to mean that they end up owning strictly over 50% of the shares in issue - so that they can pass any ordinary shareholder resolution they want to without regard to the other shareholders.
Gengulphus
