Panel Declines Troy Application in Relation to St Barbara Bid

The Takeovers Panel advises that it has declined an application for interim orders and a declaration of unacceptable circumstances in relation to the proposed bid by St Barbara Mines Ltd for Taipan Resources NL. The application was made by Troy Resources on Monday 5 February. Troy is also bidding for Taipan.

The application raised three matters for consideration by the Panel :

• The Panel declined to conduct proceedings on the first matter; of whether St Barbara must offer the same consideration for Taipan fully and partly paid shares (allowing for the amount to be paid on the partly paid shares). The issue was currently before ASIC in the form of an application for a modification of the Corporations Law (Law) and the Panel considered that it was not appropriate to commence consideration of the issue while ASIC had the application before it;
• The Panel was satisfied on the second matter, on the information before it, that the acquisition of, and payment for, a parcel of 5 million Taipan shares had been made to Central Exchange on 12 December 2000, and that that acquisition would not, under sections 621(3) & (4) of the Law, require St Barbara to offer more than it has currently proposed;
• The Panel decided on the third matter that, under the present circumstances, Taipan directors consenting to shortening the period between St Barbara lodging its bidder's statement with Taipan and ASIC, and sending its offers to Taipan shareholders, would not constitute unacceptable circumstances. The Panel noted that the existence of rival bids is one of the circumstances for which the target directors were given such a discretion under the CLERP amendments to the takeovers provisions of the Law. The Panel also noted that the Taipan directors had some material knowledge of St Barbara and the form of its bid, and also that they had made their consent subject to a number of conditions that would ensure that the shortening would only apply where there was a basis for it.

The Panel is Professor Ian Ramsay (President), Denis Byrne and Michael Burgess.

The Panel's reasons will be posted on the Panel's website shortly.

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