The Australian Takeovers Panel has rejected a request from minority Pact Group shareholders to block the company’s plan to delist from the ASX by putting a stay on its upcoming EGM, which will vote on the matter on 12 June.
The Panel declined to conduct proceedings requested by Jeremy Machet and Scrap Invest, and from Jeremy Raper, indicating that the request was unlikely to have any impact on control of the company, and that being case, felt it was outside its jurisdiction. The Panel will publish its reasons in depth at a later date.
The Pact EGM, scheduled for 12 June, will vote on the proposed delisting. With Raphael Geminder owning 88 per cent of the shares in the company, and being the person behind the move to delist from the ASX, the vote will be a shoo-in. During his ultimately unsuccessful bid to take full control of the company Geminder repeatedly told minority shareholders that if they did not sell their shares to him he would seek to delist, which he said may not be in their interest. Geminder has set 16 July as the target date to delist. The ASX has already given tacit approval, subject to its usual conditions, which Pact will meet.
Raper told the Takeover Panel that he wanted the move stopped because he claimed the reasons disclosed for the proposed delisting are false and misleading; he also said the board is not acting in the best interests of shareholders in endorsing the proposed delisting, and claimed the proposed delisting has a substantial coercive effect upon minority shareholders.
In a separate application to the Panel, Jeremy Machet and Scrap Invest said the low liquidity of PGH shares and the short window to sell before the shares are suspended from quotation on 14 July 2025, pressures shareholders to sell at depressed prices or hold illiquid unlisted shares.
Geminder, whose net worth is estimated at $1.58bn, launched a $234m bid to increase his 50 per cent stake in Pact Group to total control 18 months ago. But, despite extending and upping the bid 13 times, he failed to get his bid across the necessary 90 per cent shareholding line, falling just short, reaching 87.9 per cent.
The Pact Board said the reasons for the delist proposal are low liquidity in the stock, the low level of trading, and the costs of maintaining an ASX listing, as well as the burden of compliance for an ASX listing, and the amount of time the board has to use for ASX matters.
