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Re: [sharechat] FFS 'special meeting' Tactics

From: "Maria Smith" <>
Date: Wed, 24 Jul 2002 22:11:41 +1200

One point which has not been made as far as I am aware is that if the deal
did fall over then FFS & Citic appear to be the only ones with a serious
interest in the partnership and they will probably get together with Rubicon
to work out a different deal which will be more acceptable to the small
shareholders. I intend to vote NO and believe that I will be better off
whichever way the voting goes.

Greg Smith

-----Original Message-----
From: <>
To: <>
Date: Wednesday, July 24, 2002 1:56 PM
Subject: [sharechat] FFS 'special meeting' Tactics

Well, I guess I had better come clean on this whole affair...

The situation:  RBC is to be bought out of FFS by being paid the
equivalent of 37cps.

If this deal goes through, then small shareholders will get an
inferior deal to Rubicon shareholders.

But, if a small shareholder:

1/ Votes 'No' to the deal, and
2/ The deal goes through,

THEN there is a chance,as a dissenting FFS shareholder, you can order
FFS to buy you out as an 'oppressed minority' (not sure of the
technical term, but I think this conveys what I mean), at 37c.

Of course, no sharebroker could tell their clients to vote NO
'officially'.   If enough people did that, then the whole deal might
be torpedoed.   My guess is that most investors will be dumb-struck
and not send in their proxy forms at all (as is usual with most small
shareholder proxy forms).  If sufficiently few vote against the deal,
such that it is not stopped from going through, then a 37c per share
payout might be had by those savvy few who held out.   My take on
this is that the savvy investor should vote NO to the deal.

However, there is a problem with this strategy.  If there are too
many people voting 'NO' then the whole deal will be in jeopardy, and
it would be better for the small shareholder to vote 'Yes' to ensure
the CITIC deal goes ahead.  My feeling is that the numbers may only
become apparent at the FFS special meeting itself.  Really, you need
someone at the meeting to take the measure of the meeting to find out
which is the best way to vote.  I know Bruce Sheppard is going to the
meeting and will be making his views known.  In fact I believe he has
exactly the same idea as I do: vote NO and be bought out at 37c.  So
my thoughts were give Sheppard the proxy vote in question and let him

If the deal goes through, and sufficiently few small shareholders
object, then those shareholders could club together and get the 37c

Any comments on my strategy?


disclosure: No FFS or RBC myself, but someone I know wants to know
what to do with their FFS.

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