The Takeovers Panel advises that it has declined to make a declaration of unacceptable circumstances in relation to Troy Resources bidder's statement dated 2 November in its first takeover bid for Taipan Resources. This formalises the Panel's advice to parties on 13 December that it saw little value in further enquiries in the matter. On 16 November, the Panel announced that it had declined to restrain dispatch of Troy's bidder's statement. Taipan applied to the Panel on 16 November.
Taipan's application related to Taipan's concerns over Troy's disclosure in its bidder's statement in relation to Troy's:
- funding arrangements for its bid,
- voting power in Taipan shares, and
- intentions in relation to a Taipan convertible note held by Rothschild Australia.
Troy's bid was scheduled to close on 19 December, but was withdrawn on 18 December. The bid was subject to an non-waivable condition that the merger between Taipan and St Barbara Mines not proceed. On 13 December the Panel advised parties that it was almost certain that Troy's bid would close on 19 December without the defeating condition having been fulfilled and that the bid would lapse and acceptances under the bid would be void.
The Panel advised parties at that time that it did not believe that Taipan had produced adequate evidence to substantiate its concerns in relation to Troy's voting power in Taipan shares, or the Rothschild convertible note. However, the Panel told the parties that it had not reached a conclusion on Taipan's concerns about Troy's disclosure of its funding capacity for the bid. In this case, the Panel would have been minded to seek further clarification from Troy in relation to its financial position before making a final decision.
However, in view of the status of Troy's bid, the Panel was inclined, and has now confirmed its decision, to refuse the application by Taipan on the basis that Troy's bid would lapse and any orders that the Panel could make regarding supplementary disclosure would be of no practical effect.
However, similarly to its position in the Brickworks matter, the Panel advised the parties in the following terms:
"Nevertheless, the Panel is aware that Troy may be planning to make a further takeover bid for Taipan after its current bid lapses. If this occurs, the Panel would expect that, having had the benefit of Taipan's submissions and the Panel's enquiries, the issues of disclosure raised in these proceedings will be addressed in the bidder's statement for any new bid by Troy."
The sitting Panel is Simon McKeon (President), Professor Ian Ramsay and Denis Byrne.
Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501