Normandy No.2 Decision - Franco-Nevada Plan of Arrangement

Release number


The Panel advises that it has declined to make a declaration of unacceptable circumstances and final orders in relation to one of the applications by AngloGold concerning the proposed bid by Newmont Mining Corporation for Normandy Mining (the Normandy No.2 application).

The application related to whether the Arrangement Agreement between Newmont and Franco-Nevada Mining should be disclosed to the market and to Normandy shareholders. The Arrangement Agreement sets out the implementation of a proposed merger between Newmont and Franco-Nevada under Canadian law by a Plan of Arrangement (the terms of which were announced on 14 November).

AngloGold asserted that the Arrangement Agreement should be disclosed as part of Newmont's substantial shareholding notice of 16 November. Newmont was required to give the substantial shareholding notice because it acquired a relevant interest in Franco-Nevada's 19.9% shareholding in Normandy by virtue of a call option granted to Newmont by Franco-Nevada.

The Panel considered the detailed submissions of the parties to the application as to the decision it should make in Normandy 02, and the process for reaching such a decision. Because of its concerns about its ability to complete its consideration of the application if it did so, the Panel did not review the actual Arrangement Agreement. Rather it instructed its Executive officers to review the document and apprise the Panel of the nature of the document and its contents. On that basis, and considering the submissions received, the Panel decided that the Arrangement Agreement does not contain material information that Normandy shareholders and the market do not have, but which would be required for acquisition of Normandy shares to take place in an informed market. The Panel considered that the intent of section 602(a) that the acquisition of shares in Normandy take place in an efficient competitive and informed market had not been frustrated and accordingly declined to make a declaration of unacceptable circumstances or orders requiring disclosure.

While the Panel considered the application of section 671B of the Corporations Act in the context of the proceedings, it did not find it necessary to make a decision whether the Arrangement Agreement should have been disclosed by Newmont with its substantial shareholding notice in order to comply with that section.

The Panel's reasons for decision will be available shortly on the Panel's website.

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