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. While the section 1087D math is heavily skewed toward the majority, there are two hurdles left that aren't purely mathematical:
Class Composition: If the High Court decides that the Minister’s rights are so different from those of minority shareholders that they shouldn't be in the same "class", a separate EGM would have to be convened for the minority shareholders. If the minority shareholders are put in their own class, they regain leverage to defend their rights. Please register and agree to a shareholder declaration that your rights regarding the Scheme of Arrangement in question are fundamentally dissimilar to those of the Minister for Finance, and you formally request to be constituted as part of a separate voting class for the purposes of Section 450 of the Companies Act 2014.
The High Court "Fairness" Test: Even if no separate EGM is convened and even if the 75% value threshold is met, the High Court must still sanction the scheme. The Court has the power not to sanction it if the scheme is unfair, inequitable and ought not to be sanctioned in all the circumstances. The High Court 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 vote counts. Value matters — but numbers matter too.
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
To defend the rights of minority members, a group of shareholders asked the Court to effect a separate EGM
That notwithstanding, 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
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
To defend the rights of minority members, a group of shareholders asked the Court to effect a separate EGM
That notwithstanding, a large number of minority shareholders voting against the scheme may be relevant to the Court’s sanctioning of the scheme
Vote Against the BAWAG Acquisition of PTSB
Why each vote counts
To defend the rights of minority members, a group of shareholders asked the Court to effect a separate EGM
That notwithstanding, a large number of minority shareholders voting against the scheme may be relevant to the Court’s sanctioning of the scheme
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. While the section 1087D math is heavily skewed toward the majority, there are two hurdles left that aren't purely mathematical:
Class Composition: If the High Court decides that the Minister’s rights are so different from those of minority shareholders that they shouldn't be in the same "class", a separate EGM would have to be convened for the minority shareholders. If the minority shareholders are put in their own class, they regain leverage to defend their rights. Please register and agree to a shareholder declaration that your rights regarding the Scheme of Arrangement in question are fundamentally dissimilar to those of the Minister for Finance, and you formally request to be constituted as part of a separate voting class for the purposes of Section 450 of the Companies Act 2014.
The High Court "Fairness" Test: Even if no separate EGM is convened and even if the 75% value threshold is met, the High Court must still sanction the scheme. The Court has the power not to sanction it if the scheme is unfair, inequitable and ought not to be sanctioned in all the circumstances. The High Court 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 vote counts. Value matters — but numbers matter too.
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. While the section 1087D math is heavily skewed toward the majority, there are two hurdles left that aren't purely mathematical:
Class Composition: If the High Court decides that the Minister’s rights are so different from those of minority shareholders that they shouldn't be in the same "class", a separate EGM would have to be convened for the minority shareholders. If the minority shareholders are put in their own class, they regain leverage to defend their rights. Please register and agree to a shareholder declaration that your rights regarding the Scheme of Arrangement in question are fundamentally dissimilar to those of the Minister for Finance, and you formally request to be constituted as part of a separate voting class for the purposes of Section 450 of the Companies Act 2014.
The High Court "Fairness" Test: Even if no separate EGM is convened and even if the 75% value threshold is met, the High Court must still sanction the scheme. The Court has the power not to sanction it if the scheme is unfair, inequitable and ought not to be sanctioned in all the circumstances. The High Court 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 vote counts. Value matters — but numbers matter too.