CSP01/021
The Corporations and Securities Panel today made a declaration that unacceptable circumstances had resulted from the publication of a misleading statement about the funding of the bid by St Barbara Mines Ltd (St Barbara ) for all of the shares in Taipan Resources NL (Taipan ).
St Barbara stated in its bidder's statement on 15 February that it had:
"established arrangements with Credit Suisse First Boston International (CSFB ) for the sale of the full interest in Goldfields Limited. The final proceeds of the sale will be determined by future events but will be linked to the market price of the shares which at the date of this statement was approximately $1.70. The terms of the arrangement are such that the directors believe that St Barbara will have sufficient cash to meet all acceptances under the Offer within the time frame in which St Barbara has stated it will make payment of acceptances."
St Barbara had not in fact made a firm arrangement with CSFB for the sale of the Goldfields shares. St Barbara and CSFB had agreed to use best endeavours to implement a proposal for the sale of the shares, but the price and the terms were still being negotiated and there was no obligation to proceed. The proposal was abandoned on 2 March, after CSFB were unable to sell the Goldfields shares for a price acceptable to St Barbara.
The Panel concluded that St Barbara did not explain the indefinite nature of the arrangement with CSFB and materially overstated the extent to which it had ensured that funds from the sale of the Goldfields shares would be available to pay for acceptances for its bid for Taipan.
The Panel has decided not to make orders restraining the bid or St Barbara's on-market buying, as St Barbara has since made and published firm arrangements to fund the bid.
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
