Someone who knows more about the rules of takeovers than me may spot the flaw in this but from what I know, it may work.
Someone, say Sandgaard, buys the shares in ESI from Panorama. I believe that when they own this amount of the shares in ESI they have to make an offer for the rest but I don't know if there are any rules about how much they have to offer. So, hopefully they can offer Mouthall 1p for his 35%. Obviously Mouthall doesn't have to accept it but as long as Sandgaard doesn't pay any dividends on the ESI shares, Mouthall's never gets any more money. After all, who is going to offer him anything for them seeing as all they do is give you a minority stake in a loss-making business that's never going to pay a dividend?
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Also, he has to get paid when they do due to the "drag along" clause. Its been discussed on here ad-infinitum.