TP01/094
The Panel advises that it has today made an interim order under section 657E of the Corporations Act restraining the dispatch of the target's statement of Normandy Mining until 5.00 p.m. ESST on Monday 26 November. Anglogold applied to the Panel today for an interim order concerning Normandy's target's statement in response to AngloGold's takeover bid for Normandy.
The Panel wishes to emphasise that it has made no determination of whether any further disclosure is required by Normandy. The Panel was unable to give detailed consideration to the contentions of AngloGold nor to give Normandy full opportunity to comment in the time available.
However, the Panel considered that if AngloGold were to be able to substantiate its concerns there may be further disclosure required and it might be appropriate to require that it go out with the current target's statement.
The sitting Panel considered that Normandy and its shareholders would be unlikely to suffer material harm by Normandy being asked to restrain dispatch of the target's statement for two business days. The Panel noted that the AngloGold bid is not due to close until 14 December.
AngloGold contends that in its target's statement Normandy should have:
- quoted the value of a proposed takeover offer by Newmont Mining Corporation based on share prices as at the date of Normandy's target's statement ;
- set out more clearly the uncertainties and risks which AngloGold contends may be associated with Newmont's proposed offer ; and
- disclosed the terms of advice from Macquarie Bank which AngloGold asserts Normandy has referred to in Normandy's target's statement.
The sitting Panel in this matter is constituted by Mr David Gonski (sitting President), Ms Meredith Hellicar (sitting Deputy President) and Ms Ilana Atlas.
Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
