The Panel advises that it has received an application by Ronay Investments Pty Ltd and Mr David Pethard in relation to acceptances received by Vanteck (VRB) Technology Corp under its takeover bid for Pinnacle VRB Limited.
Ronay alleges that CSFB, Ronay's broker, erroneously and mistakenly authorised acceptance of Vanteck's bid. Ronay states that it did not authorise CSFB to accept the bid. Ronay also complains that Vanteck has refused to consent to a reversal of the transaction which is necessary under the SCH Business Rules before the acceptances could be reversed.
Ronay is a shareholder in Pinnacle controlled by Mr Pethard. Mr Pethard is a director of Pinnacle.
Ronay and Mr Pethard have applied for a declaration of unacceptable circumstances in relation to the sale of shares in Pinnacle held by Ronay to Vanteck pursuant to its bid for Pinnacle on Monday, 24 September 2001. The total number of shares in Pinnacle the subject of the dispute is approximately two million, which is about 3% of Pinnacle shares.
Ronay and Mr Pethard have applied for orders that Vanteck accept the withdrawal of the acceptance made by CSFB under clause 16.5 of the SCH Business Rules or that SCH be ordered to reverse the acceptance on the basis that the acceptance was made by mistake.
The applicants have also applied for the following interim orders:
- that Vanteck make an announcement that Vanteck's entitlement to the shares is the subject of an application to the Panel by Ronay and Mr Pethard;
- that Vanteck be prevented from exercising any rights attached to the shares pending any final orders made; and
- that Vanteck and its directors and officers cease making public statements to the effect that Mr Pethard and/ or Ronay have accepted Vanteck's offer.
The President of the Panel, Simon McKeon, has appointed the following sitting Panel in this matter:
Ms Marian Micalizzi (sitting President)
Ms Robyn Ahern (sitting Deputy President); and
Ms Alison Lansley
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501