Panel Declines Application by Taipan in Relation to Troy Announcement of Further Bid

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The Takeovers Panel advises that it has declined an application from Taipan Resources for a declaration of unacceptable circumstances in relation to Troy Resources' announcement of 13 December. Troy has announced that it intends to allow its previous bid for Taipan to lapse and to make another offer that is not conditional on the merger between St Barbara and Taipan not proceeding. It's previous bid contained this condition.

Taipan applied to the Panel to restrain Troy from bidding for Taipan, or to restrain Troy from acquiring shares on market until Taipan shareholders have received the bidder's statement and the target's statement, or to require Troy to bid for the enlarged Taipan post the merger with St Barbara Mines.

The Panel does not consider that it was given sufficient evidence to conclude that there is any material risk that either Taipan or St Barbara shareholders will be unfairly disadvantaged by the terms of, or the making of, Troy's proposed bid. The Panel noted that there will be other circumstances where a change of intention may cause shareholders and the market harm, and in those cases it will prevent parties from avoiding their stated intentions.

The Panel considers that Troy's announcement to the market of 13 December, and the notices of withdrawal sent to shareholders, have put the market, and Taipan shareholders on adequate notice that the previous bid has finished and of the terms of the new bid.

As with any new bid, Taipan shareholders will now know that they will receive a bidder's statement and a target's statement in relation to the new bid. Those who choose to buy or sell on market before they receive these documents do so on the basis that they accept the risks and benefits of doing so at this stage.

The sitting Panel for this application is Professor Ian Ramsay (President), Peter Cameron and Trevor Rowe.

Nigel Morris
Corporations and Securities Panel
Level 47 Nauru House,
80 Collins Street,
VIC 3000

Ph: +61 3 9655 3501