Because the rebels speak for more than 10 per cent of Simpson's shares, Baldwin is unable to acquire minority stakes compulsorily. The compulsory purchase trigger comes into play once bid acceptances reach 90 per cent.
That could pose a problem for Baldwin in having Simpson's quotation removed from the exchange. Simpson's shares are traded on the Unlisted Securities Market.
Robert Klapp, owner of 7 per cent of Simpson's, said he would continue to reject the offer, which was yesterday declared unconditional with the vast majority of shareholders having accepted.
Mountjoy, an investment company based in Hong Kong and owner of a 7 per cent stake, is also believed to be standing firm. Mr Klapp said: 'Mountjoy phoned me on Thursday to say they are not accepting.'
He called the all-share terms, valuing Simpson's at pounds 1.7m, 'an insult'. Baldwin should have made a cash offer, he said.
The rules governing delisting are complicated, although Sandy Singh, chief executive of Baldwin, believes he can negotiate the technical hurdles.
For a full listing, more than 25 per cent of a company's shares must be in public hands. For the USM it is 10 per cent. The basis of argument for Baldwin will probably revolve around the rule that says a shareholder holding more than 5 per cent is non-public.Reuse content