Panel Publishes Reasons for Declining Troy Application Concerning St Barbara's Bid

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The Takeovers Panel advises that it has published its reasons for declining an application from Troy Resources for interim orders and a declaration of unacceptable circumstances in relation to St Barbara Mines' takeover bid announced on 21 December 2000. The Panel received the application on 5 February 2001 and announced its decision on 14 February 2001.

The application raised three matters for consideration by the Panel:

  • 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);
  • whether there have been any relevant acquisitions of Taipan shares by St Barbara in the four months prior to its bid that would, under sections 621(3) & (4) of the Law, require St Barbara to offer more than it has currently proposed;
  • whether it is appropriate for Taipan directors to consent to shortening the period between St Barbara lodging its bidder's statement with Taipan and ASIC, and sending its offers to Taipan shareholders.

Troy applied to the Panel to restrain St Barbara from bidding for Taipan or acquiring Taipan shares on market and to restrain the Taipan directors from agreeing to a shortening of the time between service and dispatch of St Barbara's bidder's statement.

At the time of Troy's application, St Barbara had applied to ASIC for a modification under section 655A in relation to the first matter raised by Troy. In the interests of avoiding duplication with ASIC, the Panel decided not to commence proceedings in relation to this matter.

The Panel concluded that the second and third matters raised by Troy were not substantiated.

The sitting Panel for this application was Professor Ian Ramsay (President), Denis Byrne and Michael Burgess.

The reasons are available at the Panel's website.

Nigel Morris
Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501