The Takeovers Panel today released its reasons for its decision not to make a declaration of unacceptable circumstances in relation to the affairs of Advance Property Fund (Advance ). The decision was in response to 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.
The Panel announced its decision, and the basis of its decision, on 28 September, 2000.
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.
The reasons are available from the Panel Executive and will be available on the Panel's website shortly.
Contact: Nigel Morris
Corporations and Securities Panel
Level 47 Nauru House
80 Collins Street
Melbourne Victoria 3000
(03) 9655 3501