CSP01/042
The Takeovers Panel advises that it has published its reasons in relation to an application from Troy Resources for a declaration of unacceptable circumstances and orders in relation to St Barbara Mines' takeover bid for Taipan Resources. The Panel received the application on 27 February 2001 and made its decision on 16 March 2001.
The application asserted that the disclosure in St Barbara's bidder's statement was deficient in a number of respects, including:
- St Barbara's funding arrangements;
- St Barbara and its prospects; and
- St Barbara's intentions.
The application also asserted that St Barbara's offer to pay commission to brokers following acceptances by their clients was unacceptable.
The Panel made a declaration of unacceptable circumstances on 16 March after concluding that St Barbara's bidder's statement did not explain the indefinite nature of St Barbara's funding arrangements and materially overstated the extent to which it had ensured that funds would be available to pay for acceptances. The Panel did not make orders as St Barbara had since abandoned those arrangements and subsequently implemented new funding arrangements.
The Panel also required St Barbara to vary its offers to improve the consideration offered for the Taipan partly paid shares by adding St Barbara options as an additional alternative form of consideration. The St Barbara options alternative was included in St Barbara's original takeover announcement but was not subsequently offered to shareholders by St Barbara.
The Panel decided to take no action in relation to the other matters raised in the application. Troy has applied for a review of these decisions.
The sitting Panel for this matter was Denis Byrne, Trevor Rowe and Michael Burgess.
The reasons are available at the Panel's website.
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
