TP01/098
The Panel advises that it has commenced proceedings in an application by AngloGold in relation to the proposed bid by Newmont Mining for Normandy. The application is for a declaration of unacceptable circumstances under section 657A of the Corporations Act.
The Panel has decided to consider whether documents setting out the terms of the Plan of Arrangement, which Newmont and Franco-Nevada announced on 14 November had been agreed between them, should be disclosed to the market and to Normandy shareholders.
AngloGold has asserted that the documents should be disclosed as part of Newmont's substantial shareholding notice of 16 November. Newmont was required to give the substantial shareholding notice in relation to the relevant interest it has in 19.9% of the shares in Normandy which Franco-Nevada and its subsidiaries own.
Newmont's relevant interest arises out of a call option granted by Franco-Nevada over the 19.9% of Normandy which Franco-Nevada and its subsidiaries own.
The Panel notes that AngloGold made a statement on 26 November setting out a range of concerns it has about the proposed terms of Newmont's proposed bid for Normandy, and the agreements Newmont, Franco-Nevada and Normandy have put in place to facilitate the proposed merger of the three companies. AngloGold foreshadowed a range of issues it intended to raise with the Panel.
The Panel decided that it did not consider it necessary or appropriate to consider those issues in this application, which formally only sought a decision on the Plan of Arrangement documents.
The Panel will consider any further applications on their merits, initially whether to commence proceedings, and if it decides to commence proceedings it will then determine the substance of the applications.
The Panel notes its media release of earlier today advising of a further application by AngloGold in relation to the break fees entered into by Newmont, Normandy and Franco-Nevada.
The Panel has also since received a further application from AngloGold raising the other issues it foreshadowed in its 26 November announcement.
Sitting Panel
The sitting Panel in this matter is constituted by Mr David Gonski (sitting President), Ms Meredith Hellicar (sitting Deputy President) and Ms Ilana Atlas.
Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
