The Panel advises that it has today made final orders giving effect to its decision requiring a group of acceptances for approximately two million shares be reversed in the bid by Vanteck (VRB) Technology Corp for Pinnacle VRB Limited. The Panel has made the orders following its declaration yesterday of unacceptable circumstances in response to an application by Ronay Investments Pty Ltd and Mr David Pethard in relation to the disputed acceptances.
The Panel's orders reverse the effect of the mistaken acceptances into the Vanteck bid by Credit Suisse First Boston Australia Equities Private Ltd (CSFB) on behalf of Ronay and other Pinnacle shareholders (the CSFB Clients) on 22 and 23 September 2001. 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 voluntarily.
The orders require
- Vanteck to instruct its Australian share registry to consent under the SCH Business Rules to the withdrawal or reversal of the acceptances of the Relevant Shares on or before 12 October 2001;
- Vanteck and ASX Perpetual Registrars Limited not take any action to complete any transfer of the Relevant Securities to Vanteck;
- Pinnacle not register any transfer or transmission of the Relevant Shares to Vanteck;
- Any contracts between Vanteck and the CSFB Clients arising as a result of the Acceptances to be cancelled;
- SCH to take any action necessary under the SCH Business Rules to reverse or withdraw the Acceptances of the Relevant Shares;
- Vanteck to take no further steps to issue, or to complete the issue of, any ordinary shares in Vanteck as consideration for the Relevant Shares under the Bid(the Vanteck Shares);
- Vanteck to take all action necessary to cancel the Vanteck Shares issued to the CSFB Clients;
- The CSFB Clients not to deal with, or vote, any of the Vanteck Shares;
- The CSFB Clients to do all things reasonably required of them in order for Vanteck to cancel the Vanteck Shares.
The Pinnacle 10 Panel has been advised that Vanteck proposes to appeal the decision. Therefore, it has directed that these parts of its orders only take effect once any review Panel reaches a decision.
However, the Pinnacle 10 Panel included restraining orders in its final orders in the same terms as the restraining interim orders that it made on 28 September. These new restraining orders are operative immediately and are necessary to preserve the current position of the Relevant Shares and the Vanteck Shares until any review Panel has had an opportunity to consider the issues.
The sitting Panel in this matter is Ms Marian Micalizzi (sitting President), Ms Robyn Ahern (sitting Deputy President) and Ms Alison Lansley.
The Panel's reasons for its decision will be posted on the Panel's website (www.takeovers.gov.au ) in the near future.
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501