TP02/073
The Panel advises that it has made a decision in relation to the application by Anzoil NL for a review of the Panel's decision at first instance to make a declaration of unacceptable circumstances and orders in relation to the affairs of Anzoil. Anzoil made its application on the basis that the facts found by the Anzoil 01 Panel supported wider orders being made.
With one exception, the review Panel decided to make no change to the declaration and orders made by the Anzoil 01 Panel, which it regarded as having been appropriate at the time they were made. The exception was to vary the orders to allow the nomination by Dormley Pty Ltd of Dr Jaap Poll for appointment to the board of Anzoil to be put to the annual general meeting of Anzoil on 31 December 2002.
The Anzoil 01 Panel had found that IGM Group Ltd, Capersia Pte Ltd and Dormley (whose aggregate holding in Anzoil at the time of the decision exceeded 20%) had become associates of one or more of the others for the purpose of influencing the composition of the Anzoil board. The Panel declared circumstances to be unacceptable and made various orders which have the effect of preventing Anzoil from acting on any nominations to the board by any of those parties unless it is received after 20 December 2002, or to act on any nominations previously received by those parties at a general meeting of Anzoil at or before that date. Each party in relation to whom the orders were made had nominated a person for election to the board of Anzoil. Those nominations were, however, withdrawn following the commencement of the proceedings at first instance, with the exception of the nomination of Dr Poll by Dormley.
Following the commencement of the review proceedings, IGM sold its entire holding in Anzoil to Monarch Resources Ltd. It was this change in circumstances, the fact that Dr Poll's nomination remained current (although the effect of the nomination had been suspended as a result of the orders), a statutory declaration from Dr Poll that neither he nor Dormley has any relationship with Monarch, and the absence of any evidence contradicting that declaration that led to the review Panel varying the orders referred to above.
Following IGM's sale of its shares in Anzoil to Monarch, Anzoil sought the Panel's consent to withdraw the review application while submitting that the decision and orders of the Anzoil 01 Panel should remain unchanged. The Panel decided not to give that consent because it considered that given the changed circumstances, to do so, would unfairly prejudice the interests of Dr Poll and Dormley.
The reasons for the decision of the review Panel will be available on our website.
The sitting Panel for the review application comprised Dr Annabelle Bennett SC (sitting President), Mrs Nerolie Withnall and Mr Scott Reid.
Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
