Hello MarlboroD

Your post says: "I thought I read somewhere a couple years ago that if a company that holds a 10% interest in another company but does NOT have a representative on the board, the restrictions on making an unsolicited offer for that company are less onorous. And if there is someone on the board and that position is terminated, then there is a 12-month period from the cessation of membership of the board during which the higher restrictions apply."

CLF pulled that director off the KWG BoD more than a year ago, so the last portion of the paragraph is relevant.

CLF currently has 16.6% OS or 13.3% FD (of 900 Ms). Assuming a further dilution of 80 M (PP, 40M shares @0.05 and 40M wts @0.10). FD = 980 M. Hence CLF holdings of KWG will be 111.8 M/980 M = 11.4%FD (just over the 10% level,...not really a commanding position, since KSU + Management = 72.3M + 82.9M = 155.2M/980M = 15.8% FD. At least this is greater than 10% hence if all of us (and more) support Management then Management can mount a credible defence against a hostile TO, at least the compulsory tendering. But on the other hands, if CLF has more than 10%, can someone else force it to give up its holding? Presumably this will have to go through the court for a judgement on a fair compensation (taking into account valuation reports, etc.)

A related question is: Why Baosteel keeps its holding below 10% (~9.9%), and has one director (Yuanqing Xu) on NOT board (while RCF has 19.9%...not sure if RCF has any representation on the BoD)?

I am stuck at this point, so anyone wants to jump in with some opinion? Speculation would be fine.

goldhunter