Rewrite of GN 18 - Public Consultation Response Statement [20/04/2012] The Takeovers Panel

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20 April 2012

Rewrite of GN 18
Public Consultation Reponse Statement

Introduction

On 7 December 2011, the Takeovers Panel released a Consultation Paper seeking public comment on the rewrite of its guidance note 18 (bidder's statements).

Comments on the Consultation Paper were due by 3 February 2012 and the Panel received one submission from ASIC in response (Annexure A). The Panel thanks ASIC for its considered comments.

Consistent with the Panel's published policy on responding to submissions, this paper sets out the Panel's response to the public consultation process and its conclusions on the comments received. Attached to this paper is a copy of the final guidance note, in mark up to show the changes from the draft circulated with the Consultation Paper (Annexure B).

Material comments received and Panel's conclusions

Comment on premia

ASIC suggested that the guidance note should include a comment on the utility of disclosing the bid price as it was immediately before the announcement of the offer.

Response

The guidance note has included this (paragraph 27).

Comment on recommendations

ASIC suggested that the guidance note should make it clear that the need for a valuation should be decided on case by case.

Response

Paragraph 31 has been amended to capture this.

Comment on expert's reports

ASIC suggested that the guidance note should cross-reference ASIC RG 111 and 112 and sections 636(3) and 638(5) of the Corporations Act 2001 (Cth).

Response

Footnotes 35 and 38 added.


Annexure A

ASIC Submission


Annexure B

Mark up of Consultation Draft vs New GN 18