The Takeovers Panel has today released its reasons for its decision not to make an interim order restraining the 12 October meeting of the shareholders of Taipan Resources NL. The Panel announced its decision on 12 October after receiving an application by Troy Resources NL on 11 October 2000 for an interim order under section 657E of the Corporations Law that the meeting be adjourned.
Troy had announced that it proposes to make a takeover bid for Taipan. The meeting of Taipan concerned a proposed merger between Taipan and St Barbara Mines Limited by way of scheme of arrangement.
The Panel decided that the balance of convenience favored 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 by the time of the meeting, there was sufficient information available to shareholders to alert a typical shareholder to the issues in contention.
The Panel advised that it had also considered the 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 agreed with this conclusion.
However, when it announced its decision, 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 was constituted by Simon McKeon (President), Ian Ramsay and Denis Byrne.
The Panel's reasons for this decision are published on its website at www.takeovers.gov.au.
Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501