TP03/008
The Panel advises that today it has consented to the withdrawal of an application from MatlinPatterson Global Opportunities Partners LP (MP Global) in relation to its takeover bid for Anaconda Nickel Limited (Anaconda).
The application was for interim orders to prevent Glencore International AG (Glencore), except in specified circumstances, from acquiring rights (Rights) the subject of a fully underwritten 14-for-1 pro rata renounceable rights issue (the Rights Issue) being made by Anaconda under a prospectus dated 20 January 2003. Glencore is the underwriter for the Rights Issue.
The Panel's consent to the withdrawal is based on an agreement reached between MP Global and Glencore under which both parties have given undertakings to each other and to the Panel not to acquire the Rights other than under a general offer, under existing arrangements or with the Panel's consent.
The terms of the undertaking from Glencore are attached as Annexure A to this Media Release. MP Global has made reciprocal undertakings to the Panel.
MP Global has advised the Panel that the undertakings address the issues it sought to raise under its application.
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
Annexure A - Undertakings provided by Glencore
Glencore International AG ("Glencore") undertakes to:
(a) MP Global Opportunities LP ("MP Global"); and
(b) the Takeovers Panel ("Panel") under section 201A of the ASIC Act,
that it will not acquire (and will ensure that none of its related bodies corporate acquires, will use its best endeavours to ensure that none of its other associates acquires and will not cause any of its other associates to acquire) a relevant interest in any renounceable rights created under the 14 for 1 pro rata renounceable rights issue to be made by Anaconda ("Rights") other than:
(a) the Rights attaching to Glencore's shareholding in Anaconda as at the record date for the Rights Issue;
(b) pursuant to an off-market offer to acquire all of the Rights (other than those referred to in paragraph (a) above) made as far as practicable on a basis that would comply with Chapter 6 if the Rights were voting shares (having regard to the time constraints applying in the Rights Issue) and made in conjunction with an offer to acquire all Anaconda shares, and is announced to ASX at the same time that the offer for shares is announced; or
(c) with the prior consent to the withdrawal or variation of the undertaking by the Panel under section 201A of the ASIC Act or ASIC under section 93AA of the ASIC Act (which consent will only be taken to be given by ASIC after consultation by ASIC with MP Global).
This undertaking is conditional on MP Global undertaking to
(a) Glencore;
(b) the Panel under section 201A of the ASIC Act; and
(c) ASIC under section 93AA of the ASIC Act,
that it will not acquire (and will ensure that none of its related bodies corporate acquires, will use its best endeavours to ensure that none of its other associates acquires and will not cause any of its other associates to acquire) a relevant interest in any Rights other than:
(a) pursuant to an off-market offer to acquire all of the Rights made on the same terms to each holder of rights as far as practicable on a basis that would comply with Chapter 6 if the Rights were voting shares (having regard to the time constraints applying in the Rights Issue) which is made in conjunction with an offer to acquire all Anaconda shares;
(b) under the Pre-Bid Agreement between Mongoose Pty Limited and Anglo American Investments (Australia) Limited dated 21 January 2003; or
(c) with the prior consent to the withdrawal or variation of the undertaking by the Panel under section 201A of the ASIC Act or ASIC under section 93AA of the ASIC Act (which consent will only be taken to be given by ASIC after consultation by ASIC with Glencore).
Accepted by
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Glencore International AG
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Takeovers Panel under section 201A of the ASIC Act
