So very clever!
BRN Discussion Ongoing
- Thread starter TechGirl
- Start date
alwaysgreen
Top 20
Thanks for clarifying. So 5% is approx 85 million?
It's plausible that they have had some major players buy in less than that amount so no need to disclose.
DingoBorat
Slim
Well on that note , you may as well take your pick
Bravo
If ARM was an arm, BRN would be its biceps💪!
Burnt fingers on pot last night. Now typing with one hand.
Good article.
Good article.
DingoBorat
Slim
Thanks for posting this info for us all to see and consider FMF.Crux of the matter is around voting power.
Citicorp and nominee style entities don't hold the voting power, the beneficial holders behind the accounts do.
So simply....unless there is one or a handful of associated entities owning at least 5% of that Citicorp Nom total listed, which I consider personally highly unlikely, then you not going to get a sub notice.
Obviously other considerations re takeover thresholds etc and some links and an ASIC guide around same below for anyone thinking of takeovers etc and what they need disclose.
Personally this is all just jumping at shadows for mine but pls due your own investigations to satisfy yourselves.
Substantial holding notice
A person who obtains voting power in 5% or more of an ASX-listed company is required to publicly disclose that fact within 2 business days via the filing of a substantial holding notice. A person’s voting power consists of their own ‘relevant interest’ in shares plus the relevant interests of their associates. A further notice needs to be filed within 2 business days after each subsequent voting power change of 1 percentage point or more, and after the person ceases to have voting power of 5% or more.
The notice must attach all documents which contributed to the voting power the person obtained, or provide a written description of arrangements which are not in writing.
The Allens handbook on takeovers in Australia - Shareholding thresholds
The key shareholding thresholds in an ASX-listed Australian company from a Corporations Act perspective are: ≥5% (obligation to file substantial holding notice), >10% (ability to block compulsory acquisition), >20% (takeovers threshold), >25% (ability to block scheme of arrangement and special...content.allens.com.au
Shareholding thresholds
The key shareholding thresholds in an ASX-listed Australian company from a Corporations Act perspective are: ≥5% (obligation to file substantial holding notice), >10% (ability to block compulsory acquisition), >20% (takeovers threshold), >25% (ability to block scheme of arrangement and special resolution), >50% (ability to pass ordinary resolution), ≥75% (ability to pass special resolution) and ≥90% (entitlement to compulsory acquisition).
Below is a sample of other takeovers issues which commonly arise or need to be considered. This is by no means an exhaustive list.
The following table identifies the key shareholding thresholds in an ASX-listed company from a Corporations Act perspective.[1] For simplicity the table focuses on companies only (but the same principles apply to the acquisition of interests in listed managed investment schemes).
ASIC rules.
Sub notices, takeovers etc under RG 5.286 page 66.
I would strongly suggest everyone take note of the 50%>ability to pass ordinary resolution.
CONSIDER what could be done in this situation.
Also take note please that not all T/O are "hostile" and some are "friendly" with blessings from management.
Currently (as of Jan 2022) Management controlled about 27% of SOI. Add CITICORPS 10%+ and you have aprox 40% SOI
I will divulge to you that I control over 700,000 shares of BRN in various accounts. My average buy in is aprox 0.53c so i have some
SERIOUS MONEY tied up in Brainchip. Not 3000 shares or 20,000 shares but over 700K. And it was not @ 0.05c either!
THE SHARE PRICE MATTERS GREATLY TO ME. I do not just drive down the road and hand over my money to some stranger and "TRUST HIM" then just sit back with a casual attitude of don't worry be happy. That is irresponsible childish drivel anyone saying/suggesting that on an Investment forum.
I also do not do the above with any COMPANY I invest in either! And comments that " The stock price will be what the stock price is" shows a total lack of respect and responsibility towards stakeholders/shareholders and their Investments.
My past "Mentors" taught me to never ,ever trust anyone in Management, Banking or Corporations with your money and do very strong DUE DILIGENCE on any business. These "mentors" were both CPA's and had been heads of Treasury depts within Government managing Billions. Later in life they were doing private trading involving sums greater that $500 Mil trades.
I take their advice and the experience gained with them far beyond any person posting here or on any other forum! CEOs who are friends will state the same never ever "Trust" anyone in the business world and be mature and sensible with your decisions regarding Investments. Contracts are used for a reason.
I have also seen the "Dealings" that go in during T/O with HNW holders, Management and these deals are NOT what the Retail shareholders get by any margin! Board positions, Management positions, freebie share options and "special" share buyouts are normal and ALL NEGOTIATED without disclosure to the public.
So moral of this rant and rave is .......don't go into this "blinded" by unfounded devotion to management. A decent CEO worth his salt will tell you this himself and only respect you if you act sensibly with your money and holdings.
Lastly I will say I do not care about comments or opinions anyone makes about the above post. I follow my own experience, knowledge and opinions as should you yours.
GLTAH.
Yak52
DingoBorat
Slim
Was there supposed to be another comma in there
Last edited:
Fullmoonfever
Top 20
Was just researching what requirements there are around the nominee set ups etc.
The below is a couple of snips from:
Increasing Transparency of the
Beneficial Ownership of Companies
Consultation Paper
February 2017
REGULATORY GUIDE 86
Tracing beneficial ownership
Part 6C.2 — Tracing beneficial ownership of shares
Documents are attached if wish to read through.
One point raised in 5.2 as highlighted p!$$es me off if it hasn't been sorted yet...which appears hasn't.
Whilst companies or their registries maintain info on SH's which we know, I am not sure they list those hidden behind nominee accounts?
However, there are mechanisms for ASIC to issue trace notices if requested and as such from what I understand may require nominees to disclose the required info. Could be wrong, so take with a grain of salt, however appears the company can request for visibility of holdings / voting power etc.
Requests by members of a company or scheme
RG 86.5 We will normally give a direction under s672A at the
request of a member if the request:
(a) demonstrates that the information sought will contribute to an
informed market in securities in the company or scheme; and
(b) states that the member will take action to enforce the direction if
it is not complied with.
RG 86.6 We will not give a direction at the request of a member
if we consider that it would be unreasonable to do so in all the
circumstances. In making this determination, we will consider the
information provided in the member’s request.
RG 86.7 Every request by a member to issue a direction in
relation to securities in a company or scheme should:
(a) identify the applicant and confirm that the applicant is a member
of the company or scheme;
© Australian Securities and Investments Commission June 2007
Page 3
REGULATORY GUIDE 86: Tracing beneficial ownership
(b) specify the company or the responsible entity and scheme;
(c) specify the person for whom a direction is requested and whether
the person is a member of the company or scheme;
(d) identify the securities for which information is sought;
(e) state whether there are any current proceedings in relation to the
information;
(f) show why the market in securities of the company or scheme
would be better informed if the information was disclosed;
(g) state whether the applicant expects the person to whom the
direction would be given to resist or obstruct disclosure; and
(h) state whether the applicant proposes to take action to enforce
compliance with the direction if necessary.
The below is a couple of snips from:
Increasing Transparency of the
Beneficial Ownership of Companies
Consultation Paper
February 2017
REGULATORY GUIDE 86
Tracing beneficial ownership
Part 6C.2 — Tracing beneficial ownership of shares
Documents are attached if wish to read through.
One point raised in 5.2 as highlighted p!$$es me off if it hasn't been sorted yet...which appears hasn't.
Whilst companies or their registries maintain info on SH's which we know, I am not sure they list those hidden behind nominee accounts?
However, there are mechanisms for ASIC to issue trace notices if requested and as such from what I understand may require nominees to disclose the required info. Could be wrong, so take with a grain of salt, however appears the company can request for visibility of holdings / voting power etc.
Requests by members of a company or scheme
RG 86.5 We will normally give a direction under s672A at the
request of a member if the request:
(a) demonstrates that the information sought will contribute to an
informed market in securities in the company or scheme; and
(b) states that the member will take action to enforce the direction if
it is not complied with.
RG 86.6 We will not give a direction at the request of a member
if we consider that it would be unreasonable to do so in all the
circumstances. In making this determination, we will consider the
information provided in the member’s request.
RG 86.7 Every request by a member to issue a direction in
relation to securities in a company or scheme should:
(a) identify the applicant and confirm that the applicant is a member
of the company or scheme;
© Australian Securities and Investments Commission June 2007
Page 3
REGULATORY GUIDE 86: Tracing beneficial ownership
(b) specify the company or the responsible entity and scheme;
(c) specify the person for whom a direction is requested and whether
the person is a member of the company or scheme;
(d) identify the securities for which information is sought;
(e) state whether there are any current proceedings in relation to the
information;
(f) show why the market in securities of the company or scheme
would be better informed if the information was disclosed;
(g) state whether the applicant expects the person to whom the
direction would be given to resist or obstruct disclosure; and
(h) state whether the applicant proposes to take action to enforce
compliance with the direction if necessary.
HopalongPetrovski
I'm Spartacus!
Thank you Shadow.
So it seems we have two opposing theories.
1. Citicorp is taking a substantial stake, perhaps as a cornerstone investor, which is good news for us retail, as it shows confidence and should lead to an increasing share price.
or
2. Citicorp is quietly building a large stake, perhaps in cahoots with other as yet unknown players, in a bid to mount a possibly hostile takeover, which may lead to a bidding war, potentially pushing up our share price in the short term, but perhaps denying us of the opportunity to be long term holders going forward.
Either way, it appears Citicorp is possibly in contravention of corporation law and ASX listing rules because it has not notified the ASX of its increased holding status.
Would not this fact be prejudicial against Citicorp in any potential litigation going forward?
Fullmoonfever
Top 20
Absolutely fair and worthwhile points Yak.
Just posted some other info you may find interesting.
Bravo
If ARM was an arm, BRN would be its biceps💪!
Bravo
If ARM was an arm, BRN would be its biceps💪!
Crikey!
12 July 2022
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Mercfan
Member
Hopefully he is conservative but even $2.75 would be a nice change from 80c
Yes interesting analogys were dropped over time.
Another was "if I ever discovered manipulation/deception in a Company I would sell up immediately and leave. (not quoted word for word ,but meaning is the same)
And one part of that quote has happened. The other?
Yak52
DingoBorat
Slim
Great research Fullmoonfever
The part between your 2 highlighted parts in 2.2 suggests that holders within a nominee account, can have over 5% company ownership, without disclosing it.
At least, that's what the sentence implys to me..
"The current notice tracing regime requires disclosure of all relevant interests, whether or not the beneficial owner has a holding of five per cent or more"
mrgds
Regular
Hasn"t left, .............. quote "see u at the AGM 2023"
Fullmoonfever
Top 20
Cheers DBGreat research Fullmoonfever
The part between your 2 highlighted parts in 2.2 suggests that holders within a nominee account, can have over 5% company ownership, without disclosing it.
At least, that's what the sentence implys to me..
"The current notice tracing regime requires disclosure of all relevant interests, whether or not the beneficial owner has a holding of five per cent or more"
Could read it the other way though I guess...that a trace notice requires all beneficial holders regardless of holding size to be disclosed not just those with over =/>5% as per normal sub notice rules.
Fox151
Regular
I wondered if something would kick off... I monitor these forums a bit and didn't see any reason for FF to go off in a huff, so I wondered if there was a trigger or if it would trigger anything.
And to think I just got my framed Robot Ken shirt and Akida chip back from the Framers...
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