TP03/023
The Panel advises that it has decided the application made by Glencore International AG seeking to review the decision made by the Panel in Anaconda 08 in relation to the affairs of Anaconda Nickel Limited.
The Review Panel has decided not to vary the decision by the Anaconda 08 Panel, which was a decision not to make any declaration of unacceptable circumstances in relation to the offer (the Rights Offer) by MatlinPatterson Global Opportunities Partners LP (MP Global) to acquire rights (Rights) in Anaconda.
MP Global remains free to seek acceptances of Anaconda shareholders and rights holders for its offers as currently structured.
Although the Review Panel came to broadly the same outcome as the Anaconda 08 Panel, the two Panels arrived at their decisions by different policy and reasoning paths.
Under its decision, the Review Panel did not consider it necessary to ameliorate any potential effects on Glencore of MP Global's current offers. Therefore the Review Panel did not consider that the undertaking given to the Anaconda 08 Panel by MP Global that it must exercise all of its rights up to 65% of the diluted capital of Anaconda was required. Therefore, MP Global is not required to exercise any minimum number of rights. As under the Anaconda 08 decision, there is no maximum limit imposed by the Panel, other than the restriction MP Global is under pursuant to section 606 of the Corporations Act.
The Review Panel considered that the weight given by the Anaconda 08 Panel to ensuring that its decision did not adversely affect the market, and competition, for control of Anaconda is correct.
The Review Panel considered that it is materially in the interests of the Anaconda shareholders as a class for the MP Global offers to be allowed to proceed.
The Review Panel did not release MP Global from its undertaking to ensure that, as far as practical, the conditions imposed under the original ASIC relief, are applied to the conduct of the Rights Offer.
Precedent value
The Review Panel considers that the unusual circumstances of the Anaconda applications is unlikely to be repeated following these applications, so the precedent value of the decision will be very small in future.
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
