TP03/012
The Panel advises that it has received three further applications in relation to the affairs of Anaconda Nickel Limited (Anaconda). These are in addition to the two previously announced.
The applications are as follows:
Anaconda 01: an application received on 21 January from MatlinPatterson Global Opportunities Partners LP (MP Global) seeking interim orders preventing Glencore International AG (Glencore) from acquiring rights in the 14-for-1 pro rata renounceable rights issue to be made by ANL under a prospectus dated 20 January 2003 (Rights Issue). The application has not yet been resolved.
Anaconda 02: an application received on 28 January from Metal Holdings P/L (Metal Holdings), a company associated with Mr. Andrew Forrest, seeking a declaration of unacceptable circumstances, and final orders, in relation to the affairs of Anaconda. Metal Holdings alleges that the underwriting agreement with Glencore should have been treated as a related party transaction and should not proceed without approval by shareholders not associated with Glencore.
Anaconda 03: an application received today from MP Global seeking a declaration of unacceptable circumstances, and final orders, in relation to the affairs of Anaconda. The application is in relation to:
(a) the underwriting arrangements with Glencore International AG (Glencore) in relation to the Rights Issue, its terms and the possible effect of the Rights Issue and Underwriting Arrangements on control of Anaconda ;
(b) failure of Anaconda and MP Global to reach agreement on access for an independent expert (of Anaconda's own choosing) to the Murrin Murrin Project so as to enable the satisfaction of the Independent Expert Condition of the MP Global bidder's statement;
(c) failure of Anaconda and MP Global to reach agreement on methods to ensure the ongoing solvency of Anaconda in the event that Anaconda was no longer certain of Glencore being obliged to perform all obligations under the Underwriting Arrangements; and
(d) the issue of treatment by Anaconda of MP Global and Glencore (as competing bidders for control of ANL).
The application seeks final orders by the Panel to require Anaconda and, to the extent necessary, Glencore to either:
(a) give an independent expert access to the Murrin Murrin Project to allow the satisfaction of the condition of MP Global's bidder's statement; or
(b) agree to a compromise proposed by MP Global in substitution for the satisfaction of the condition referred to in the previous paragraph.
Anaconda 04: is an application received today from Glencore seeking review of the relief ASIC granted to MP Global to allow it to make its offer for the Anaconda Rights concurrently with its offer for Anaconda shares, and to acquire the shares issued on exercise of any rights it acquires under its rights offer. Glencore asserts that the offer for the rights allows Anaconda shareholders insufficient time to consider the rights offer. Glencore asserts that it is unacceptable for the share offer not to extend to shares issued on lapse of any rights not exercised. Glencore asserts that the relief should not be granted, or should require MP Global to:
a. exercise all rights it acquires under the bid,
b. close its bid sufficiently early for rights holders to decide whether to exercise their rights, allow them to lapse, sell them, or accept the MP Global offer, and
c. offer for all shares which may be issued under the rights issue or underwriting.
Glencore has requested that the Panel make an interim order restraining dispatch of the rights offer document. The Panel understands that the document has been posted onto ASX and some documents have been posted. MP Global has undertaken not to dispatch any more documents for a period to allow the Panel to consider the request for the interim order.
Anaconda 05: is an application received today from Anaconda. It asserts that unacceptable circumstances exist in relation to:
a. MP Global's offer and conditions,
b. the issues concerning the Independent Expert Condition,
c. the future solvency of Anaconda,
d. the ability of MP Global to affect the percentage shareholding in Anaconda that it achieves if its bid succeeds,
e. the timing of the Rights Offer, and
f. MP Global's intentions.
The Panel has not yet sought the views of persons potentially involved in the applications 02 - 05 and has therefore formed no views on the application.
The Panel is aware of the timing issues in the current commercial events in relation to Anaconda and will endeavor to ensure that Panel proceedings interfere with those timetables as little as possible.
The President of the Panel has appointed the Anaconda 01 Panel, Brett Heading, Tro Kortian and Peter Scott, to consider all of the Anaconda applications.
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
