CSP01/005
The Takeovers Panel has published its reasons for its decision to declare that unacceptable circumstances existed in relation to a takeover bid by two companies associated with RP Data Ltd (RP Data) for all the shares in Realestate.com.au Ltd. The declaration was made on 23 January 2001 in response to an application from the Australian Securities and Investments Commission made on 30 November, 2000.
The Panel found that a false market existed in Realestate shares between 5 and 30 October 2000. That was caused by a combination of circumstances which lead RP Data to make its 5 October announcement. The announcement itself lead the market to believe there was a reasonable prospect of the bid proceeding on the terms announced. There was in fact a real and unjustifiable risk of the bid not proceeding on the 5 October terms given the information publicly available at that time on Realestate's financial situation and the then recent changes in Realestate's financial situation. The Panel considers that the 5 October announcement, and the unjustifiable risk of it not proceeding were caused by:
RP Data
- failing adequately to consider the publicly available information about Realestate's financial position; and
- failing to take adequate heed of the warning signs which the Panel considers it should have seen in disclosures, or lack of, made by Realestate in a meeting between RP Data and Realestate on 3 October;
and by Realestate
- encouraging RP Data to bid, without providing any caution to RP Data that Realestate's then current financial disclosures were no longer representative of Realestate's financial position. Those disclosures included Realestate's Preliminary final result for 1999-2000, its June quarter 4C cash report to ASX, and Realestate's 3 August response to an ASX query.
The Panel declined ASIC's application for an order under section 657D(2) of the Corporations Law that RP Data be directed to proceed with its bid announced on 5 October. The Panel also declined ASIC's application for an order that RP Data add $0.10 per share cash consideration to the bid announced on 30 October. The Panel received no submissions that the 30 October bid should not proceed.
The sitting Panel for this application was Jeremy Schultz (President), Marian Micalizzi and Fiona Roche.
The Panel's reasons are published on its website at www.takeovers.gov.au.
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
