Tietto Minerals Ltd (ASX:TIE)’s Post

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

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

𝐈𝐧𝐟𝐨𝐫𝐭𝐚𝐫 𝐢𝐧𝐜𝐫𝐞𝐚𝐬𝐞𝐬 𝐢𝐭𝐬 𝐓𝐚𝐥𝐥𝐢𝐧𝐤 𝐨𝐰𝐧𝐞𝐫𝐬𝐡𝐢𝐩 𝐭𝐨 68.47% Infortar AS's public and voluntary takeover offer to Tallink Grupp's shareholders was accepted by 21.71% of Tallink's shareholders. Infortar will invest EUR 88.8 million to purchase Tallink shares, increasing its stake in Tallink to 68.47%, while Tallink will remain listed on the stock exchange. In early July, Infortar submitted a public and voluntary takeover offer to Tallink's shareholders. As part of the offer, shareholders decided to sell Infortar a total of 161,395,930 shares, representing 21.67% of all shares. Infortar is financing the transaction with its liquid funds, and the purchase price will be paid to the participating shareholders on 9 August of this year. Tallink's operational and financial indicators will be consolidated and reflected in Infortar's next quarterly results. With this public takeover offer, Infortar is implementing its strategy described in the initial public offering and listing prospectus, according to which the group's strategy in the marine shipping business segment is to increase its stake in Tallink if Tallink's share price on the stock exchange is favourable and regulatory requirements allow it. https://lnkd.in/dVdmRj4b Photo © Dmitry Sumin

The previous instalment of our series of articles regarding Shareholders’ Agreement which we post for our precious readers focused on “Tag Along Right” and “Drag-on Right”, which are among the Rights for Restricting Share Transfer (“Options”). We will discuss the “Anti-dilution Right” in this week’s instalment in our series. Please follow us to read more about Shareholders’ Agreements. #GemiciogluLawFirm #GemiciogluVC #Incorporations  #ShareholdersAgreements #SHA #AntiDilutionRight Av. Dr. Bora Gemicioğlu

Today Infortar communicated very strange statement on voluntary takeover of Tallink Grupp shares. And the most exiting is the pricing: 3-year average market price (!). To remind - 3 years ago covid restrictions were still in power. Ex-dividend bid price is 0.55 € per share while just few weeks ago Infortar was buying large volumes at 0.72 € per share. Moreover, ex-date of TAL shares is on Wednesday and dividend yield with Friday's closing was 8%. And at 0.55 € per share DY is 11%! Argumentation of CEO is also brilliant (Estonian economy declined 9 quarters, credit rating was lowered and geopolitical risk is still high, thus we provide liquidity for investors who do not believe in the outlook). All in all, under my personal opinion, signs of high-level market manipulation case could be observed and shall be carefully investigated by the regulator. TAL price today down ~7% while trading value is approaching 1m euros. Fun fact 1: Almost no reaction of investors to Infortar shares: very light volume with minor price change (as of 11:30 am) Fun fact 2: Meanwhile Tallinna Sadam shares were hit by sellers and down ~2%..

Izmu - If you invested R1,000 in the magnificent seven at the start of 2024, here’s how much you would have https://lnkd.in/dXqsxGDe

Joint stock organizations :- The Joint Stock Company is the most important type of business organization in the modern times. It has overcome the obstacles or raising capital and unlimited liability. It has proved its superiority over individual ownership and partnership type organizations. It can be classified into two types, viz, Private limited and Public Limited. Private Limited Company :- 1. It can be established with two to fifty members. 2. When this type of organization expands beyond a certain limit, it can restrict the liability by registering the firm as a 'Limited Company' 3. There is no restriction on the number of members. 4. The promoters of the Company have to submit to the Registrar of Joint Companies, the following details about their organization :- (a) name of the Company (b) Place and address of the Head Office of the Organization. (c) Aims and objectives of the Company (d) Amount of share capital required for the formation of the Company. (e) What shares are issued, the Company has to mention the face value of each share ( Rs. 10, 20, 50 .... ) (f) A declaration stating that the liability of the shareholders is limited. The above mentioned information is called as 'Memorandum of Association ' 5. Along with MOA, the Joint Stock Company has to submit the 'Articles of Association ' containing the bye-laws of the Company. 6. After completing the legal requirements, the Registrar of Joint Stock Companies grants the certificate of Incorporation. 7. The company cannot start functioning unless a certain minimum percentage of the issued capital is subscribed. this safeguards the interests of the investors. 8. The complete share capital is not paid in a lump-sum. The required amount is paid up by the shareholders as per the requirements of the Company. 9. Within six months, after allotment of shares, the promoters must call a General Body Meeting of the shareholders to elect the Company Directors. 10. Generally, the promoters of the Company manage to get themselves elected.

The transfer of shares is another way to introduce new shareholders to a company. Read the article below to learn about the basic requirements for the transfer of shares. https://lnkd.in/d9YN6FxB

We wish to advise shareholders to 𝗧𝗔𝗞𝗘 𝗡𝗢 𝗔𝗖𝗧𝗜𝗢𝗡 regarding the revised unsolicited takeover offer received from Zhaojin Capital (Hong Kong) Limited. This includes the Revised Unsolicited Offer or any other documents that shareholders may receive from Zhaojin. Tietto's Board will evaluate Zhaojin’s Revised Unsolicited Offer and provide an updated recommendation to shareholders.   We note that the Revised Unsolicited Offer price of A$0.68 per Share remains below the valuation range of A$0.79 – A$0.93 per Share determined by Grant Thornton Corporate Finance Pty Ltd, the independent expert appointed to give an independent opinion on the Unsolicited Offer as part of our target’s statement dated 27 November 2023. The Tietto Board further notes that the spot gold price has increased materially since that valuation was conducted.   Read the full ASX Announcement here: https://bit.ly/3UeIAlw #TIE #Tietto #ASX #ASXnews

Simpson Thacher & Bartlett LLP, Nishimura & Asahi, Mori Hamada & Matsumoto and Shiomizaka are advising on US private equity firm KKR’s takeover bid for publicly traded Japanese systems developer Fujisoft via a JPY558.3 billion (USD3.78 billion) tender offer. Fujisoft said it had appointed Mori Hamada as its adviser, while a special committee set up by the same company’s board of directors to review the buyout offer had mandated Shiomizaka as its counsel. The Mori Hamada team is being led by Gaku Ishiwata, Kunihiro Watanabe and Koki Kanemura. KKR has chosen Simpson Thacher and Nishimura & Asahi as its advisers on the takeover bid for Fujisoft. Simpson Thacher's Noritaka Kumamoto and Jonathan Stradling are leading the team. 👉 Sign up for the latest updates in the legal industry: https://lnkd.in/g3brrPdM #lawdotasia #ablj #iblj #cblj #asia #japan #privateequity #finance #corporatelaw #legalnews #inhousecounsel #business #legalprofession #lawfirms #lawyers #legal #law