We've released our Fourth Supplementary Target’s Statement in response to the unsolicited conditional off-market takeover bid by Zhaojin Capital (Hong Kong) Limited for all fully paid ordinary shares in Tietto not already owned by Zhaojin Capital. As set out in the 30 April 2024 Announcement, the Directors now consider that the risks associated with continuing to hold Tietto Shares outweigh the advantages of continuing to hold Tietto Shares, and now urge Tietto Shareholders to consider either ACCEPTING into the Offer, or otherwise selling their Tietto Shares on the ASX if the prevailing market price is not materially different to the Offer Price, without delay. Read the full ASX Announcement here: https://lnkd.in/gyphNr4Y #TIE #Tietto #ASX #ASXNews
Tietto Minerals Ltd (ASX:TIE)’s Post
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Tietto's Directors have updated their recommendation regarding the takeover offer by Zhaojin Capital, and now recommend accepting the offer. The Board continues to believe the offer undervalued the company and was timed opportunistically. However, with Zhaojin now holding 42.51% of Tietto’s shares and the offer price increased to $0.68 per share, the Directors now unanimously urge shareholders to consider ACCEPTING into Zhaojin’s Offer, or selling their shares on-market if the prevailing market price is not materially different to the Offer price, without delay. Read the full ASX Announcement here: https://lnkd.in/gSPajK7U
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#1 Buyout of Sweden's Karnov Intensifies After Shareholders Reject Move At least 12% of Karnov Group AB's stock owners have publicly rejected a takeover approach for the Swedish legal and accounting company, stating that the offer of 84 kronor per share is too low. Blackmoor Investment Partners Ltd, a UK-based company owning about 1% of Karnov's shares, believes the 9 billion kronor valuation offer does not reflect the company's true potential. Karnov Group | M&A | Legal & Regulatory Solutions
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Zhaojin Capital has received sufficient acceptances totalling 74.85% for its off-market takeover offer for all of the issued shares in Tietto that Zhaojin does not already own to be able to control the composition of the Tietto Board. Consequently, Tietto Directors now recommend accepting the takeover offer at $0.68/share or selling shares on-market if prices align. Read the full ASX Announcement here: https://bit.ly/3QByed8 #TIE #Tietto #miningnews #ASXNews
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The off-market takeover offer made by Zhaojin Capital for all of the issued shares in Tietto that Zhaojin does not already own is scheduled to close at 7.00pm (Sydney time) on 14 May 2024 (unless further extended). Zhaojin’s Offer price of $0.68 per share has been declared best and final and cannot be increased, and the Offer is now unconditional. As at 10 May 2024, Zhaojin had voting power of approximately 80.01% of Tietto. Tietto Directors consider that the risks associated with continuing to hold Tietto shares outweigh the advantages, and urge Tietto shareholders to either: - 𝗔𝗖𝗖𝗘𝗣𝗧 into the Offer; or - otherwise sell their Tietto shares on the ASX if the prevailing market price is not materially different to the Offer price, without delay and in any event before the Offer closes in order to receive a certain cash price for their Tietto shares and avoid the risks associated with being a minority shareholder in Tietto. In particular, whilst Zhaojin has stated an intention to maintain Tietto’s listing on ASX (subject to Tietto's continued compliance with the ASX Listing Rules) should it not be entitled to proceed to compulsory acquisition of the remaining Tietto shares on issue, there is a risk that Tietto may fail to meet the requirements of ASX to remain a listed entity given that Zhaojin’s voting power in Tietto is now approaching 80%. Further, even if Tietto remains listed on ASX, the liquidity of Tietto shares on ASX is likely to be materially adversely affected by the level of Zhaojin’s ownership interest in Tietto.
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Understanding 𝗥𝗢𝗙𝗥 ( Right of First Refusal ) in 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿𝘀 𝗮𝗴𝗿𝗲𝗲𝗺𝗲𝗻𝘁 "𝘼𝙘𝙩 𝙎𝙚𝙧𝙞𝙤𝙪𝙨 𝙖𝙣𝙙 𝙇𝙚𝙖𝙧𝙣 𝙀𝙖𝙨𝙮" 1️⃣ 𝗟𝗲𝘁 𝘀𝘂𝗽𝗽𝗼𝘀𝗲 𝘁𝗵𝗲𝗿𝗲 𝗮𝗿𝗲 𝟯 𝘀𝗵𝗮𝗿𝗲𝗵𝗼𝗹𝗱𝗲𝗿𝘀 𝗶𝗻 𝗮 𝘀𝘁𝗮𝗿𝘁𝘂𝗽: A (40% ownership) B (35% ownership) C (25% ownership) 𝗔, 𝗕, and 𝗖 have a 𝗥𝗢𝗙𝗥 clause in their ShareHolders Agreement . Now, A decides to sell 10% of his shares to a third party, D, at Rs 10 lakh. 2️⃣ 𝗔𝗷𝗮𝘆'𝘀 𝗜𝗻𝘁𝗲𝗻𝘁 𝘁𝗼 𝗦𝗲𝗹𝗹 A wants to sell 10% of his shares, worth Rs 10 lakh, to D. Before proceeding, Ajay is required to notify B and C about his intent to sell these shares as per the ROFR clause. 3️⃣ 𝗔 𝘀𝗲𝗻𝗱𝘀 𝗮 𝗧𝗿𝗮𝗻𝘀𝗳𝗲𝗿 𝗡𝗼𝘁𝗶𝗰𝗲 𝘁𝗼 𝗕 𝗮𝗻𝗱 𝗖 𝗳𝗼𝗿 𝗶𝗻𝗳𝗼𝗿𝗺𝗶𝗻𝗴 𝘁𝗵𝗲 𝘀𝗲𝗹𝗹 𝗽𝗿𝗼𝗰𝗲𝘀𝘀 After receiving the Transfer Notice, B and C have 15 days (based on the agreements ) to decide whether they want to purchase these 10% shares on a pro-rata basis at the same price offered to D (Rs 10 lakh). Since B owns 35% and Vikash owns 25% of the company, their rights to purchase shares are as follows 4️⃣ 𝗣𝗿𝗼-𝗥𝗮𝘁𝗮 𝗥𝗶𝗴𝗵𝘁𝘀 B’s right: 35% of the 10% being sold = 3.5% (Rs 3.5 lakh worth of shares). C’s right: 25% of the 10% being sold = 2.5% (Rs 2.5 lakh worth of shares). B chooses to buy his pro-rata portion of 3.5% of the shares for Rs 3.5 lakh. C, however, decides not to purchase his 2.5% portion of the shares. Since C chooses not to purchase his portion, B can decide to purchase C's remaining 2.5% share (Rs 2.5 lakh) under the Co-Sale Right within another 5 days as decided . B agrees and buys the remaining 2.5% shares. B purchases a total of 6% of A’s shares for Rs 6 lakh (3.5% + 2.5%). A is now free to sell the remaining 4% shares to D for Rs 4 lakh, but only under the same terms as offered to B and C. 5️⃣ 𝗡𝗲𝘄 𝗢𝘄𝗻𝗲𝗿𝘀𝗵𝗶𝗽 𝘀𝘁𝗿𝘂𝗰𝘁𝘂𝗿𝗲 𝗕: 𝟯𝟱% + 𝟲% = 𝟰𝟭% 𝗖: 𝟮𝟱% (𝘂𝗻𝗰𝗵𝗮𝗻𝗴𝗲𝗱) 𝗔: 𝟰𝟬% - 𝟭𝟬% = 𝟯𝟬% 𝗗: 𝟰% For similar info around startups and compliances . Join me at Ajay Kumar #startups #shareholdersagreement #legal #compliance #business
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7moA shame to lose a great company like Tietto Minerals Ltd (ASX:TIE) offshore. I did my MBA project on Tietto Minerals Ltd (ASX:TIE) and West African Resources.... Both still have great potential IMO. Big thanks to Matthew Wilcox Paul Kitto Francis Harper and the BoD for their execution of Abujar Gold Project. Much appreciated 👍🤙