Register to vote against the acquisition of PTSB because each vote counts and the public narrative is incomplete and possibly misleading in this regard:
Much of the discussion around the proposed BAWAG acquisition of PTSB focuses on the State’s 57.5% stake. But it is not the whole story.
For this transaction, vote value matters — but the number of votes "against" can matter too.
The transaction is expected to proceed by way of a scheme of arrangement under Part 9 of the Companies Act 2014. Normally, under section 449 of the Companies Act, a scheme of arrangement requires the following thresholds for approval:
75% of shares by value: Approval from shareholders holding at least three-quarters of the total share value represented at the meeting.
50% of shareholders by number: A simple majority of the individual shareholders who cast a vote.
However, for a "relevant issuer" — such as PTSB in this case — section 1087D of the Companies Act modifies that test so that the statutory meeting approval threshold is only the 75% in value of members present and voting.
In this context, even if the statutory value threshold is reached, the scheme still requires High Court sanction under Part 9 of the Irish Companies Act 2014. The Court will consider, inter alia, whether the statutory requirements have been complied with and whether the scheme is fair and equitable. Indeed, the High Court is not limited to the voting result. It must be satisfied that an intelligent and honest member could reasonably approve it. In this context, each vote counts — even a vote of a small minority shareholder. Overall, there are approximately 12,000 shareholders in PTSB. Even if the 75% value threshold is met by a relatively very small number of shareholders — in light of the ongoing shareholder opposition in court proceedings to the constitutionality and compatibility with EU law of the Credit Institutions (Stabilisation) Act 2010, pursuant to which the State forcibly appropriated its stake in PTSB — a large number of minority shareholders voting "against" the scheme may be relevant to the Court’s assessment, inter alia, of:
whether the scheme should be sanctioned in all the circumstances;
whether minority shareholders are being treated fairly and equitably, while the State recovers its original investment in PTSB;
whether the approval is driven by concentrated voting power resulting from the State's original forcible appropriation against the EGM vote.
In the circumstances, every opposing shareholder strengthens the record. A shareholder with a small holding may not control much vote value. But that shareholder can still matter by adding to the number of shareholders opposing the transaction.
Value matters — but numbers matter too.
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
A large number of minority shareholders voting "against" the scheme may be relevant
to the Court’s sanctioning of the scheme, despite the value threshold being met at the EGM
Register to vote against the acquisition of PTSB because each vote counts and the public narrative is incomplete and possibly misleading in this regard:
Much of the discussion around the proposed BAWAG acquisition of PTSB focuses on the State’s 57.5% stake. But it is not the whole story.
For this transaction, vote value matters — but the number of votes "against" can matter too.
The transaction is expected to proceed by way of a scheme of arrangement under Part 9 of the Companies Act 2014. Normally, under section 449 of the Companies Act, a scheme of arrangement requires the following thresholds for approval:
75% of shares by value: Approval from shareholders holding at least three-quarters of the total share value represented at the meeting.
50% of shareholders by number: A simple majority of the individual shareholders who cast a vote.
However, for a "relevant issuer" — such as PTSB in this case — section 1087D of the Companies Act modifies that test so that the statutory meeting approval threshold is only the 75% in value of members present and voting.
In this context, even if the statutory value threshold is reached, the scheme still requires High Court sanction under Part 9 of the Irish Companies Act 2014. The Court will consider, inter alia, whether the statutory requirements have been complied with and whether the scheme is fair and equitable. Indeed, the High Court is not limited to the voting result. It must be satisfied that an intelligent and honest member could reasonably approve it. In this context, each vote counts — even a vote of a small minority shareholder. Overall, there are approximately 12,000 shareholders in PTSB. Even if the 75% value threshold is met by a relatively very small number of shareholders — in light of the ongoing shareholder opposition in court proceedings to the constitutionality and compatibility with EU law of the Credit Institutions (Stabilisation) Act 2010, pursuant to which the State forcibly appropriated its stake in PTSB — a large number of minority shareholders voting "against" the scheme may be relevant to the Court’s assessment, inter alia, of:
whether the scheme should be sanctioned in all the circumstances;
whether minority shareholders are being treated fairly and equitably, while the State recovers its original investment in PTSB;
whether the approval is driven by concentrated voting power resulting from the State's original forcible appropriation against the EGM vote.
In the circumstances, every opposing shareholder strengthens the record. A shareholder with a small holding may not control much vote value. But that shareholder can still matter by adding to the number of shareholders opposing the transaction.
Value matters — but numbers matter too.
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
A large number of minority shareholders voting "against" the scheme may be relevant
to the Court’s sanctioning of the scheme, despite the value threshold being met at the EGM
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
A large number of minority shareholders voting "against" the scheme may be relevant
to the Court’s sanctioning of the scheme, despite the value threshold being met at the EGM
Register to vote against the acquisition of PTSB because each vote counts and the public narrative is incomplete and possibly misleading in this regard:
Much of the discussion around the proposed BAWAG acquisition of PTSB focuses on the State’s 57.5% stake. But it is not the whole story.
For this transaction, vote value matters — but the number of votes "against" can matter too.
The transaction is expected to proceed by way of a scheme of arrangement under Part 9 of the Companies Act 2014. Normally, under section 449 of the Companies Act, a scheme of arrangement requires the following thresholds for approval:
75% of shares by value: Approval from shareholders holding at least three-quarters of the total share value represented at the meeting.
50% of shareholders by number: A simple majority of the individual shareholders who cast a vote.
However, for a "relevant issuer" — such as PTSB in this case — section 1087D of the Companies Act modifies that test so that the statutory meeting approval threshold is only the 75% in value of members present and voting.
In this context, even if the statutory value threshold is reached, the scheme still requires High Court sanction under Part 9 of the Irish Companies Act 2014. The Court will consider, inter alia, whether the statutory requirements have been complied with and whether the scheme is fair and equitable. Indeed, the High Court is not limited to the voting result. It must be satisfied that an intelligent and honest member could reasonably approve it. In this context, each vote counts — even a vote of a small minority shareholder. Overall, there are approximately 12,000 shareholders in PTSB. Even if the 75% value threshold is met by a relatively very small number of shareholders — in light of the ongoing shareholder opposition in court proceedings to the constitutionality and compatibility with EU law of the Credit Institutions (Stabilisation) Act 2010, pursuant to which the State forcibly appropriated its stake in PTSB — a large number of minority shareholders voting "against" the scheme may be relevant to the Court’s assessment, inter alia, of:
whether the scheme should be sanctioned in all the circumstances;
whether minority shareholders are being treated fairly and equitably, while the State recovers its original investment in PTSB;
whether the approval is driven by concentrated voting power resulting from the State's original forcible appropriation against the EGM vote.
In the circumstances, every opposing shareholder strengthens the record. A shareholder with a small holding may not control much vote value. But that shareholder can still matter by adding to the number of shareholders opposing the transaction.
Value matters — but numbers matter too.