The Panel advises that it has today received an application for review of its decision of yesterday 12 December to decline AngloGold's application for a declaration of unacceptable circumstances. AngloGold applied on 29 November for a declaration of unacceptable circumstances. The initial application (Normandy 04) related to the value offered indirectly to Franco-Nevada shareholders for their interests in Franco-Nevada's 19.9% holding in Normandy (under the proposed Canadian law Plan of Arrangement) compared to the value offered directly to Normandy shareholders for their Normandy shares under Newmont's bid for Normandy.
The President of the sitting Panel in Normandy 04 has consented under section 657EA(2) of the Corporations Act (Act) to the review application.
The grounds for the review include:
- the Panel was wrong to decide that the Plan of Arrangement was not directed at obtaining control of Franco-Nevada's 19.9% shareholding in Normandy;
- the Panel should not have considered Newmont's purpose as a test for whether Franco-Nevada shareholders were given a benefit;
- part of the value proposed to be offered by Newmont for Franco-Nevada shares under the Plan of Arrangement can be applied in the minimum price rule in section 621(3) of the Act;
- the value proposed to be offered under the Plan of Arrangement with Franco-Nevada should be taken to be an inducement offered to some but not all Normandy shareholders to accept the bid;
- the arrangements with Franco-Nevada contravened the equal opportunity principle in section 602(c) of the Act.
The acting President of the Panel, Mrs. Nerolie Withnall, has appointed Dr. Annabelle Bennett S.C. (sitting President), Mr. Trevor Rowe and Mr. Mike Tilley to constitute the review Panel in this matter.
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501