The Takeovers Panel announced today that it has decided not to conduct proceedings in relation to the application it received on 27 September 2000 from shareholders of St Barbara Mines Ltd for a declaration of unacceptable circumstances in relation to the proposed merger of St Barbara and Taipan Resources NL which was announced on 13 June 2000.
The merger is proposed to be implemented under a scheme of arrangement where St Barbara shareholders and optionholders will receive shares and options in Taipan.
A scheme of arrangement is overseen and approved by the relevant Supreme Court. The Courts have wide powers to ensure the interests of shareholders are safeguarded and, like the Panel, are not confined to black letter law considerations in deciding whether or not to confirm a scheme of arrangement. The Panel considers that the matters raised in this application can quite properly be dealt with by the applicants as part of the scheme approval process. It also considers that it would not be in the public interest for two proceedings to be considering the same transaction and issues simultaneously. Accordingly the Panel has decided not to conduct proceedings.
The applicants also sought interim and final orders in relation to the proposed merger and the shareholdings of Strata Mining Corporation NL and Larue Investments Inc. They also sought declarations from the Panel that various statements contained in the Explanatory Statement are misleading. These issues may also properly be dealt with by the Court.
The President of the Panel, Mr Simon McKeon, said that the Panel would generally be reluctant to initiate proceedings where a Court had already commenced its scrutiny of a scheme. However, if there were issues which the Court considered should be examined by the Panel, the Panel was quite prepared to consider those issues in any application that was made to supplement the Court's proceedings.
The sitting Panel was Mr Simon McKeon, Professor Ian Ramsay and Mr Denis Byrne.
The reasons will be published on the Panel's website shortly. In the interim they are available from the Panel Executive.
Director, Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street, Melbourne
(03) 9655 3501