CSP01/003
The Takeovers Panel advises that it has published its reasons for its decision to decline an application from Troy Resources in relation to the issue of up to 25 million shares in Taipan Resources approved at the Taipan AGM on 30 November 2000. Troy applied on 29 November and the Panel announced its decision on 14 December 2000.
Troy had also sought an interim order restraining the issue of the shares, pending the decision of the Panel on Troy's application for a declaration of unacceptable circumstances.
The Panel was satisfied that Taipan had had an urgent need for funds to cover expenses relating to the proposed merger with St Barbara Mines and the takeover by Troy as well as on-going operational and administrative expenses. The Panel considered that a placement of 25 million shares by Taipan in accordance with the law and the ASX Listing Rules would not amount to unacceptable circumstances merely because Taipan was the target of a takeover bid.
However, the Panel noted that unacceptable circumstances could arise in certain situations, particularly if shares were issued to parties involved in the St Barbara merger or their associates. If this occurred, the Panel said that it would be willing to consider a further application in relation to those circumstances.
In making its decision, the Panel also took into account the alternative funding offered by Westchester Financial Services in its letter to Taipan dated 11 December 2000. However, the decision whether or not to accept this offer in preference to a placement of shares is a business judgment by Taipan directors and is not a matter in which the Panel considers it appropriate to intervene on present information.
The sitting Panel was Simon McKeon , Professor Ian Ramsay and Denis Byrne.
The reasons are on the Panel's website at www.takeovers.gov.au
Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
