CSP00/042
The Takeovers Panel has today advised that it has received a further application from Troy Resources NL. The application, under section 657C of the Corporations Law, is for a declaration that voting by St Barbara Mines Ltd on a resolution of the shareholders of Taipan Resources NL to approve a merger between St Barbara and Taipan constituted unacceptable circumstances.
Troy has announced that it proposes to make a takeover bid for Taipan. Troy had also previously applied to the Panel for an interim order under section 657E of the Corporations Law that the meeting of 12 October, 2000 be adjourned.
The meeting of Taipan concerned a proposed merger between Taipan and St Barbara Mines by way of scheme of arrangement. It was required under Australian Stock Exchange Listing Rules because a substantial shareholder of St Barbara, Strata Mining Corporation NL is a substantial shareholder in Taipan, and its holding in St Barbara will be "acquired" under the scheme of arrangement.
Troy alleges that any votes by St Barbara should be excluded on the basis that St Barbara should be considered to be an associate of either or both of the parties to the resolution transaction i.e. Strata and Taipan. St Barbara is a substantial shareholder in Taipan.
In its previous decision, 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. However, when it announced its decision, 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 Panel noted that there are proceedings in the Western Australian Supreme Court which cover much of the same factual material as the current application before the Panel. The President of the Panel, Mr Simon McKeon, said that in considering the application the Panel would be mindful of the existence of these proceedings.
The sitting Panel in this further application by Troy will also be constituted by Simon McKeon (President), Ian Ramsay and Denis Byrne.
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
