Download PDF PDF 88KB

Section 657C(2)

Application to the Takeovers Panel

Date: Insert date of application

Applicant: Insert name of applicant

In relation to the affairs of: Insert company

Other parties: Identify the other parties

1. Overview of Application

Aspect

Summary

Decision sought

Insert decision or declaration sought (e.g. unacceptable circumstances)

Declaration basis

Insert section relied on (e.g. s657A(2)(a))

Circumstances

1. Insert in a few sentences a summary of relevant circumstances
2. Identify whether the circumstances are continuing
3. State when the circumstances first occurred.

Effect of circumstances on control/ substantial interest/ 602 principles

Identify the effect of the circumstances

What (if any) contravention of chapters 6-6C?

If none identified, write NA or delete box

Interim order(s) sought

Insert interim orders sought. If none, write NA or delete box

Final order(s) sought

1. Insert final orders sought
2. Identify how the requested orders protect rights or interests (s657D(2)(a)) or ensure the takeover bid proceeds as it should have (s657D(2)(b)).

2. Details of Application (keep to 10 pages)

2.1. Background

Insert all relevant matters of fact, so far as they are known to the applicant.

If possible, include a diagram of the corporate/ shareholding relationships.

2.2. Chronology

Insert chronology of key events

Date

Event

 

 

 

 

 

 

2.3. Submissions

Set out separately each claim and the submission to support it. Include the policy considerations, submissions on law or the exercise of discretion relevant to the claim.

2.3.1. Issue 1: (eg, misleading information regarding funding of bid)

Detail first claim and submissions

2.3.2. Issue 2: (eg, misleading information regarding value of the bid)

Detail second claim and submissions

3. Orders

Set out separately each order sought and the submission to support it. Include the policy considerations, and unfair prejudice submissions relevant to the order.

4. Procedural

4.1. Fees

Undertake to pay the application fee (an invoice will be issued and emailed to the applicant along with electronic funds transfer and credit card payment options).

4.2. Leave to be legally represented

If applicable, insert request for the Panel to grant leave to be legally represented by the party's commercial solicitors.

4.3. Information about the applicant

Please provide as much information as possible as the information is used to assess conflicts when appointing a sitting Panel. If information becomes available after filing the application, please inform the Panel executive.

 

Applicant

Principal Shareholders

 

Directors

 

Controllers

 

Legal advisers

 

Financial advisers

 

Auditors

 

Principal financiers

 

Name of any person with whom, or on whose behalf, the applicant is acting in relation to the application or the matters described in it.

 

State which paragraph of section 657C(2) applies. If s657C(2)(d), state the nature and extent of the interest affected.

4.4. Information about Potentially interested parties

Please provide as much information as possible as the information is used to assess conflicts when appointing a sitting Panel. If information becomes available after filing the application, please inform the Panel executive.

 

Potentially interested party*

Potentially interested party*

Principal Shareholders

 

 

Directors

 

 

Controllers

 

 

Legal advisers

 

 

Financial advisers

 

 

Auditors

 

 

Principal financiers

 

 

* Identify each person (other than ASIC) known to the applicant whose interests would be materially affected by the making of the decision or declaration or the granting of the orders.

4.5. Service on other parties

Confirm that the other parties have been, or will be, given a copy of this application (Note must include ASIC)

4.6. Out of time

(If need a determination by the Panel under s657C(3)(b) - otherwise delete) If necessary, state why it is desirable to commence proceedings more than two months after the circumstances first occurred (e.g., whether the circumstances were concealed or otherwise unknown to the applicant and what, if any, adverse effect the circumstances have had or would have)

4.7. Notice of Appearance and Undertaking

Complete Annexure A of the Procedural Rules.

5. Annexures

Insert list of documents annexed to the application. Include any documents that the Rules require to accompany the application.

Annexure

Description

1

 

2

 

3

 

Signed: __________________________

Name and authority: __________________________