The Panel advises that it has today made a declaration of unacceptable circumstances and final orders in relation to Vanteck (VRB) Technology Corp's takeover bid for Pinnacle VRB Limited. Vanteck is listed on the Canadian Venture Exchange. The Panel has ordered that Vanteck proceed as soon as practicable to make an application for quotation of its securities on ASX and that it extend the closing date of its bid. Pinnacle shareholders who have accepted since that announcement will also be able to withdraw their acceptance of the bid.
During the proceedings, ASIC submitted that :
- Vanteck's announcement on 7 September 2001 of its intention to make an application for quotation of its securities on ASX and its subsequent failure to take adequate steps to make an application for quotation in a timely manner; and
- Vanteck's letter of 20 August 2001 to the Board of Pinnacle asserting that Vanteck considered Pinnacle's directors to be in the position of caretakers pending the outcome of the bid and the outcome of the EGM,
give rise to unacceptable circumstances.
The Panel considers that Vanteck's announcement on 7 September 2001 indicated to shareholders a clear intention that Vanteck would shortly make an application for quotation of its securities on ASX. The Panel considers that Vanteck's failure to make such application and its failure to keep the market informed as to the progress of the application, given its bid for Pinnacle, gives rise to unacceptable circumstances.
The Panel's orders require Vanteck:
- to make an application for quotation within 14 days of the date of the orders;
- to issue a supplementary bidder's statement on or before 18 October 2001 informing the market of
- the Panel's decision,
- its orders and of
- the timetable for and
- the progress of its application for quotation.
- to extend the closing date for its bid until the date that falls 7 days after ASX makes a decision in relation to Vanteck's application for quotation.
The orders also give Pinnacle shareholders who accepted Vanteck's offer between 7 September and 22 October 2001 the opportunity to withdraw their acceptances should they so choose.
The Panel has decided not to make a declaration or take any action in relation to Vanteck's letter of 20 August 2001 to the Board of Pinnacle. The Panel does not consider that the letter had any material effect on the market for shares in Pinnacle that would require it to take further action.
The sitting Panel in this matter is constituted by 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
Corporations Act Section 657D
Pinnacle VRB Limited
Application by Vanteck (VRB) Technology Corp
The Takeovers Panel (the Panel) has declared under section 657A of the Corporations Act that unacceptable circumstances exist in relation to the application by Vanteck (VRB) Technology Corp (Vanteck) dated 21 September 2001. The circumstances (the Relevant Circumstances) declared to be unacceptable circumstances relate to the takeover offers (the Bid) made by Vanteck for shares in Pinnacle VRB Limited (Pinnacle), Vanteck's announcement on 7 September 2001 of an intention to list, and to seek quotation of its securities, on the Australian Stock Exchange (ASX), Vanteck's failure to have made an application to ASX for such listing or for quotation of its securities and Vanteck's failure to make adequate disclosures in relation to these matters (whether by supplementary bidder's statement or otherwise).
Pursuant to section 657D of the Corporations Act, the Panel orders that:
1. Vanteck make an application for admission to the official list of Australian Stock Exchange Limited (ASX) and for quotation of Vanteck's ordinary shares as soon as practicable and in any event within 14 days after the date of these orders and thereafter do all things reasonably required of it in order to be admitted to the official list of ASX and to obtain quotation of its securities on ASX;
2. Any person (each, a Relevant Person) who accepted the Bid on or after 7 September 2001 and before 22 October 2001 (the Relevant Period) may withdraw their acceptance of the Bid. To withdraw their acceptance, the Relevant Person must:
- give Vanteck notice within 1 month beginning on the day after the day on which the Relevant Person receives a copy of the notice from Vanteck referred to in order 4; and
- return any consideration received by the Relevant Person for accepting the Bid;
3. Vanteck and each Relevant Person who wishes to withdraw their acceptance of the Bid comply with the provisions of section 650E of the Corporations Act as if the withdrawal were a withdrawal under that section;
4. On or before 18 October 2001, Vanteck send to each Relevant Person in accordance with sections 648B and 648C of the Corporations Act a notice informing the Relevant Person of their right to withdraw their acceptance of the Bid in accordance with these orders.
5. As soon as practicable, Vanteck send to ASX a notice to the effect that Relevant Persons may withdraw their acceptances of the Bid in accordance with these orders;
6. On or before 18 October 2001, Vanteck prepare a supplementary bidder's statement setting out:
- The terms of these orders;
- Vanteck's proposed timetable for listing and quotation of its ordinary shares; and
- Any other material information known to Vanteck in relation to its proposed application to ASX and its prospects;
7. Vanteck comply with the provisions of section 647 of the Corporations Act in relation to the supplementary bidder's statement on or before 18 October 2001;
8. Vanteck extend the offer period for the Bid so that the offer period does not end until not less than 7 days after Vanteck's ordinary shares are admitted to quotation by ASX or such quotation is withdrawn or refused;
9. If Vanteck wishes to withdraw its application to ASX, Vanteck give the Panel a notice in writing to that effect not less than 7 days before withdrawing its application; and
10. At any time when a Relevant Person may withdraw their acceptance of the Bid, Vanteck not exercise any voting rights or other rights attached to the fully paid ordinary shares in Pinnacle which were acquired by it as a result of acceptances of the Bid by the Relevant Person unless the Relevant Person has provided Vanteck with a written notice that it does not wish to withdraw its acceptance of the Bid.
Dated: 17 October 2001