CSP00/039
The Panel has decided not to make an interim order that today's meeting of the shareholders of Taipan Resources NL be adjourned. The meeting of Taipan concerns a proposed merger between Taipan and St Barbara Mines Limited by way of scheme of arrangement. The Panel's decision was made in response to an application by Troy Resources NL received on 11 October 2000 for an interim order under section 657E of the Corporations Law that the meeting be adjourned. Troy has announced that it proposes to make a takeover bid for Taipan.
Troy alleged in its application that Taipan's directors had misled Taipan shareholders by:
- suggesting in a letter to its members on 5 October 2000 that Troy might waive a condition that Troy's proposed bid will not be made if the merger with St Barbara is approved;
- failing to properly disclose in the notice for the meeting the impact of the claim by Westgold Resources NL against St Barbara on the accounts of St Barbara; and
- making statements in a chairman's letter which contradict statements by the independent experts in the Information Memorandum concerning the forecast gold production of St Barbara.
The Panel decided that the balance of convenience favoured the meeting going ahead because of the prejudice which may be caused by a further delay. While the Panel was concerned that the application raised serious issues in relation to some of the information given to Taipan shareholders, the Panel was not satisfied that this was an appropriate case for the grant of an interim order. The Panel concluded that there was now sufficient information available to shareholders to alert a typical shareholder to the issues in contention.
The Panel also considered yesterday's decision of Justice Scott of the Supreme Court of Western Australia in the application by Robert Catto and Batoka Pty Ltd for an injunction to stop the meeting from proceeding in which the Court also considered two of the issues raised by Troy's application to the Panel. The Court held that the balance of convenience in relation to those issues did not favour adjourning the meeting. The Panel agrees with this conclusion.
However, the Panel said that shareholders at the meeting should be properly appraised of the issues raised in the application and that the issues should be handled in an objective and balanced manner. The Panel noted that the decision not to grant the interim order would not prevent the business at the meeting from coming under subsequent scrutiny.
The sitting Panel is constituted by Simon McKeon (President), Ian Ramsay and Denis Byrne.
The Panel will publish its reasons for this decision shortly.
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
