The Takeovers Panel advises that it has today resolved not to make a declaration of unacceptable circumstances in relation to the affairs of Advance Property Fund (Advance ). This follows an application by Mirvac Funds Limited (Mirvac ) on 18 September 2000 for such a declaration.
The members of the sitting Panel are Ian Ramsay (sitting President), Alice McCleary (deputy President) and Jennifer Seabrook.
Mirvac applied for declarations that unacceptable circumstances existed in relation to the affairs of Advance and for orders to remedy those unacceptable circumstances.
The events to which the application related were an on-market purchase of units in Advance (the bookbuild ) by St George Bank Limited (St George ) on 26 June 2000 and entry into two agreements between St George and Stockland Property Management Limited (Stockland ) on 1 September 2000. St George is the holding company of the responsible entity of Advance. Stockland and Mirvac are rival bidders for Advance.
Mirvac submitted that other unitholders in Advance did not have the same opportunities to benefit from Stockland's and Mirvac's bids for Advance as did St George, because St George was aware that Mirvac would bid for Advance at the time of the bookbuild and because St George stood to benefit under the agreements with Stockland.
The Panel has examined the background of the transactions and the content of the agreements, with the assistance of detailed submissions from the parties. It is satisfied they did not give rise to unacceptable circumstances. St George did not have enough information about Mirvac's intentions to justify us in linking the bookbuild with Mirvac's bid. The agreements between St George and Stockland do not give St George a premium for agreeing to accept Stockland's bid.
Reasons for the decision will be published shortly.
Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street
Melbourne Victoria 3000
(03) 9655 3553