The ConsMin takeover jumped another gear yesterday, with the ConsMin board backing an improved, $4.50 per share offer from Ukrainian, Gennadiy Bogolyubov’s Palmary Enterprises. The bid values ConsMin at more than $1 billion and gazumps the $4.10 per share offer from Brian Gilbertson’s Pallinghurst.

Pallinghurst has extended its offer until 22 September while Norwegian company, Tinfos, which has conducted due diligence on ConsMin has yet to make a bid of any kind. Under its most recent offer, Pallinghurst noted that it would give ConsMin shareholders with a potential top-up payment, which would provide any CSM shareholder who accepted Pallinghurst’s offer, with a cash payment which matches any other higher, rival bid.

Shareholders haven’t exactly flocked to Pallinghurst’s “top-up” structure, which is believed to be a first for Australia. Possible because Pallinghurst has not yet provided any detail as to how the top-up payment mechanism will actually work. Also, one of the conditions of the ‘top-up’ payment is that payment will only be forthcoming if a “rival offer [is] announced within 3 weeks”. Therefore, Pallinghurst would not seem obligated to make any top-up payment for a bid which occurs after 27 September 2007. If for example, Tinfos were to bid $5.00 per share on 28 September, it would seem that ConsMin shareholders who accepted Pallinghurst’s offer would only receive $4.10 per share and no top-up payment. Given the vagaries of Pallinghurst’s “top-up” payment mechanism, and the presence of two other serious bidders (Palmary and Norway’s Tinfos), one would think even the most uninformed of ConsMin shareholders would have bided their time before accepting Pallinghurst’s bid.

That is, except for ConMin’s esteemed chairman, Dick Carter. Carter sold 60 percent of his holding to Pallinghurst on 10 September 2007. Carter (who is also a director of ERA and chairman of Macmahon Holdings) will receive a top-up payment to match Palmary’s offer but may not receive subsequent cash payments made after the top-up deadline (unless of course, the higher bid is from Pallinghurst).