Panel Publishes Reasons for Decision in Normandy No.2 Proceedings

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The Panel today published its reasons for the decision in the Normandy No.2 proceedings. The application was made by AngloGold in relation to Newmont Mining Corporation's bid for Normandy Mining Limited.

The application concerned whether an Arrangement Agreement between Newmont and Franco-Nevada Mining should be disclosed to the market and to Normandy shareholders, together with the relevant substantial shareholding notice. The Arrangement Agreement set out the basis for the proposed merger between Newmont and Franco-Nevada under Canadian law by a Plan of Arrangement (the terms of which were announced on 14 November 2001). The notice was accompanied by an agreement under which Newmont was granted an option over shares in Normandy held by Franco-Nevada, in consideration of Newmont entering into the Arrangement Agreement, but not by the Arrangement Agreement itself.

The Panel declined to make a declaration of unacceptable circumstances or orders. It decided that the Arrangement Agreement did not contain material information that Normandy shareholders and the market would require for the acquisition of Normandy shares to take place in an informed market. Accordingly, the Panel did not consider that the intent of section 602(a) had been frustrated. The Panel considered the application of section 671B of the Corporations Act (substantial shareholding notices) in the context of the proceedings. It did not find it necessary to decide 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 are available 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.

George Durbridge
Takeovers Panel
Ph: +61 3 9655 3553