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Had a look at the full documentation. Given the new shares are not going to be listed anywhere and will require permission of the Bermudan Monetary Authority to transfer, the process appears to be designed as the "carrot and stick" approach to getting RPL's public shareholders to hand over shares and therefore transfer increased equity back to REHL.

 

The purchase price for the shares by RPL is legally required to constitute "fair value", but the means of disputing this may be expensive and are somewhat unclear (NZ arbitration and/or Bermudan Supreme Court). Given the NTA per share of the combined entity must be about $NZ1.70 based on the pro-forma accounts (and the Property Division may well be reported at well below Market Value), this is probably an argument worth having - but not on my account given the small size of my holding.

 

Besides, no doubt any substantial increase in "fair value" would see RPL using other provisions in law around affordability to avoid buying out holders.

 

The whole deal appears complex and unfavourable to small shareholders, but I guess that's what most have come to expect from RPL over the years. Perhaps the amalgamation will be voted down - requiring 75% of shareholders approval - but it will still remain unlikely that small shareholders ever receive value for their investment.

 

 

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