The Takeovers Panel (the Panel) advises that it has published the reasons for its decision in Pinnacle No.10 to make a declaration of unacceptable circumstances and final orders in relation to Vanteck (VRB) Technology Corp's bid for all of the ordinary shares in Pinnacle VRB Limited.
The decision relates to acceptances made by Credit Suisse First Boston Australia Equities Private Ltd (CSFB), Ronay's broker, on 22 and 23 September 2001 on behalf of Ronay and some other Pinnacle shareholders. The application in this matter was made by Ronay Investments Pty Ltd and Mr David Pethard in relation to the disputed acceptances.
The Panel accepted that CSFB erroneously and mistakenly authorised acceptance of Vanteck's bid on behalf of Ronay and the other Pinnacle shareholders for approximately 1.6 million shares. Vanteck refused to consent to a reversal of the transaction which is necessary under the SCH Business Rules before the acceptances could be reversed. The Panel considered that the facts surrounding the acceptances, and the current circumstances of Vanteck's bid for Pinnacle, mean that the acceptances should be reversed.
The Panel's final orders require the erroneous acceptances to be reversed. The orders also continue the effect of the interim orders made by the Panel on Friday, 28 September 2001. This is necessary to preserve the current position of the Pinnacle shares in dispute, and the Vanteck shares issued as consideration, since Vanteck has applied for a review of the Pinnacle No.10 decision.
The Panel also advises that it has published the reasons for its decision to make interim orders in relation to these proceedings. The interim orders were made on 28 September 2001 to preserve the parties' rights in respect of the Pinnacle shares the subject of the disputed acceptances until the Panel reached its decision.
The sitting Panel was Marian Micalizzi (sitting President), Robyn Ahern (sitting deputy President) and Alison Lansley.
The reasons for decision and for making interim orders are on the Panel's website at www.takeovers.gov.au .
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne
Ph: +61 3 9655 3501