The Panel has received a second application in relation to the off market cash takeover offer by Reliable Power Inc (Reliable ) for the ordinary shares in Pinnacle VRB Limited (Pinnacle ).
Reliable has applied for a declaration of unacceptable circumstances and interim and final orders in relation to the announcement by Pinnacle on 29 March 2001, that it has granted a licence to Vanteck (VRB) Technology Corp (Vanteck ) to market, sell, manufacture and utilise the Vanadium Redox Battery (VRB ) Technology within Canada, the United States, Central and South America (the Vanteck Transaction ).
The application asserts that unacceptable circumstances arise from the Vanteck Transaction because:
- in entering into the Vanteck Transaction, Pinnacle's directors did not act consistently with their director's duties; and
- the Vanteck Transaction amounts to the disposal of a substantial part of Pinnacle's business or property, triggering a defeating condition in Reliable's bid, and a prescribed occurrence under section 652C of the Law.
The Panel received this application on Monday 2 April 2001.
The President of the Panel, Mr Simon McKeon, has appointed Marian Micalizzi (sitting President), Louise McBride (sitting Deputy President) and Robyn Ahern to sit on the matter.
Mr McKeon has declined Reliable's request that the proceedings in relation to this matter be combined with the proceedings in relation to the application by Pinnacle which the Panel is currently considering (Pinnacle No. 4 ), on the basis that this new application raises discrete issues from those in Pinnacle No. 4.
Counsel, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553