TP01/111
The Panel advises that it has today declined to make a declaration of unacceptable circumstances or orders in relation to the application by AngloGold for review of the Normandy 04 Panel's decision. In its application, AngloGold submitted that Newmont had agreed to give more to Franco-Nevada for its 19.9% holding in Normandy than it proposes to offer to Normandy shareholders under its bid for Normandy, because the acquisition of the 19.9% parcel is tied to a proposed merger between Newmont and Franco-Nevada.
The Panel affirmed the policy of the takeovers code, that in a takeover one shareholder should not be given a benefit for its shares that is not offered to other shareholders. It also affirmed that unacceptable circumstances would exist if that policy were defeated by collateral transactions or indirect acquisitions.
AngloGold provided financial analysis in support of its view that the terms of the merger between Newmont and Franco-Nevada should be treated as incorporating a premium for the grant to Newmont of an option to acquire Franco-Nevada's holding of shares in Normandy, which should be added to the exercise price under that option to determine the overall price being paid by Newmont for that parcel. The Panel has considered that analysis, extensive comments on it by AngloGold and the other parties and other submissions on policy and law.
The Panel was not satisfied that the facts supported AngloGold's contentions.
The review Panel is constituted by Dr. Annabelle Bennett S.C. (sitting President), Mr. Trevor Rowe and Mr. Mike Tilley.
The Panel's reasons for decision will be available shortly on its website at www.takeovers.gov.au
George Durbridge
Counsel, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
george.durbridge@takeovers.gov.au
