Smoke Alarms Holdings Limited - Panel Makes Interim Orders [10/12/2019] The Takeovers Panel

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TP19/76
Tuesday, 10 December 2019

Smoke Alarms Holdings Limited - Panel Makes Interim Orders

The Panel has made interim orders1 in response to an application for interim orders dated 3 December 2019 by Greenwich Capital Partners and Anthony Richard Lewis in relation to the affairs of Smoke Alarms Holdings Limited (see attached).

Allan Bulman
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
takeovers@takeovers.gov.au

1 BACKGROUND: An interim order is designed to maintain the status quo until the Panel can consider the application in detail.  It may be made by the President or a sitting Panel.  Often a sitting Panel has not been appointed at the stage of considering the making of an interim order.  An interim order does not indicate that the Panel has decided to conduct proceedings or necessarily indicate the merits of an application for a declaration of unacceptable circumstances.


Annexure A

CORPORATIONS ACT
SECTION 657E
INTERIM ORDERS

SMOKE ALARMS HOLDINGS LIMITED

Greenwich Capital Partners and Anthony Richard Lewis made an application to the Panel dated 3 December 2019 in relation to the affairs of Smoke Alarms Holdings Limited (SAH).

The Panel ORDERS that:

  1. Without the consent of the Panel, Fast Future Pty Ltd as trustee for the Fast Future Trust (Fast Future), or any person to whom convertible notes issued pursuant to the Convertible Note Issue Agreement dated 24 October 2019 between Fast Future and SAH have been transferred, must not, or not further, convert any of the convertible notes into shares in SAH.
  2. Without the consent of the Panel, in respect of any shares already issued pursuant to the conversion of convertible notes referred to in order 1, Fast Future, or any person holding the shares, must not:
    1. sell, transfer or otherwise dispose of the shares, including by mortgaging the shares
    2. vote the shares or otherwise allow the exercise of the vote attached to the shares
    3. exercise any of the other rights attaching to the shares.
  3. These interim orders have effect until the earliest of:
    1. further order of the Panel
    2. the determination of the proceedings and
    3. 2 months from the date of these interim orders.

Tania Mattei
Counsel
with authority of Elizabeth Hallett
President of the sitting Panel
Dated 10 December 2019