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On 3 March 2020, shareholders of Sirius Minerals plc voted to approve Anglo American plc’s £405 million offer for the company. Although the company received the requisite majority of 75% to approve the transaction, it still received significant opposition on the actual day.
The scheme was voted down by 19.72% at the court meeting and 19.61% at the general meeting. Resolutions proposed at shareholder meetings normally pass with higher majorities, suggesting that shareholders remain disappointed with the offer from Anglo American.
The voted gained support from Jupiter Asset Management, the largest shareholder who had urged the company to consider alternatives to the deal (see more here). Odey Asset Management, having built a stake in the company urged Sirius and Anglo American to improve the terms of the offer, and consistent with their statement voted against the deal as in their opinion it undervalued the company (see more here).
Additionally, Sirius had been engaging with smaller retail shareholders, as half of the shareholders of the company are individual retail investors. Sharesoc, which represents the interests of individual shareholders, had been in discussions with the management of the company (see more here).
The court hearing to sanction the scheme will take place on 13 March 2020. Although the vote has passed at the court and general meetings, shareholder opposition may not end here. Inmarsat plc’s acquisition by a consortium was opposed prior to the court sanction hearing as although shareholders were generally in favour of the deal, certain investors felt that the final offer undervalued the company. This opposition led to the court hearing being delayed, although the scheme was eventually sanctioned (see more here). This avenue might be explored by dissenting Sirius shareholders.
Market Tracker will continue to monitor developments in this transaction.
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Market Tracker is a unique service for corporate lawyers housed within Lexis®PSL Corporate. It features a powerful transaction data analysis tool for accessing, analysing and comparing the specific features of corporate transactions, with a comprehensive and searchable library of deal documentation across 14 different deal types. The Market Tracker product also includes news and analysis of key corporate deals and activity and in-depth analysis of recent trends in corporate transactions.
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