The Panel advises that today it has received an application from MatlinPatterson Global Opportunities Partners LP (MP Global) in relation to its proposed takeover bid for Anaconda Nickel Limited (ABN 23 060 370 783) (Anaconda).
MP Global's takeover bid (to be made through a wholly owned subsidiary) was announced earlier today, and will be comprised of:
- a conditional off-market bid under Chapter 6 of the Corporations Act (the Act) for all of the fully paid ordinary shares of Anaconda (the Share Offer); and
- private offers to acquire all of the rights (Rights) to be issued under a 14-for-1 pro rata renounceable rights issue (the Rights Issue) being made by Anaconda under a prospectus dated 20 January 2003. The offer for the Rights will be conditional on the satisfaction or waiver of the conditions in relation to the Share Offer.
The Rights Issue is fully underwritten by Glencore International AG (Glencore) (which, prior to the Rights Issue, is a 33.77% shareholder in Anaconda).
MP Global has submitted that if Glencore:
- acquires sufficient Rights from shareholders in Anaconda; and
- chooses not to exercise those Rights,
then, under item 10 of section 611 of the Act, Glencore could acquire control of Anaconda under the underwriting arrangements without making a takeover bid.
MP Global has requested that Glencore undertake not to acquire any of the Rights, except:
- Rights attaching to Glencore's shareholding in Anaconda as at the record date for the Rights Issue;
- pursuant to an off-market offer to acquire all of the Rights (other than those referred to in the previous paragraph) made on the same terms to each holder of Rights, which is made in conjunction with an offer to acquire all Anaconda shares; or
- with the prior consent of the Takeovers Panel.
If Glencore does not give the undertaking, MP Global is seeking interim orders to the effect of the undertaking described above.
The Panel has not yet considered the issues raised and makes no comment on the merits of the application. It has not received submissions from the parties affected by the application and it is, therefore, unaware of their views.
The President of the Panel will shortly appoint a sitting Panel to consider the application.
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501