The Panel advises that yesterday it received an application by the Administrators of Pasminco in relation to the possible restructure of the Pasminco group of companies by one or more deeds of company arrangement under Part 5.3A of the Corporations Act. The application relates to the decision by ASIC on 4 February 2002 to refuse the Administrators' application for an exemption from section 606 of the Corporations Act. The Administrators now apply to the Panel under section 656A for a review of ASIC's decision.
On 19 September 2001, the directors of Pasminco appointed the Administrators. Pasminco is listed on the Australian Stock Exchange, although its shares are currently suspended from trading. The Administrators are contemplating a restructure of Pasminco and those of its controlled entities (also under administration) by one or more deeds of company arrangement. That restructure would involve an issue of shares to the major financier creditors of the Pasminco group in exchange for debt owed.
The issue of shares to the financier creditors is likely to increase their voting power in Pasminco beyond the 20% threshold permitted by section 606. This is because each financier is likely to be considered an associate by virtue of a relevant agreement for the purpose of controlling or influencing the composition of Pasminco's board or the conduct of Pasminco's affairs.
The sitting Panel in this matter is constituted by Mr Denis Byrne (sitting President), Mrs Marian Micalizzi (sitting Deputy President) and Ms Irene Lee.
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501