TP03/024
The Panel advises that the President of the Panel has declined to make an interim order shortening the period until the determination time for the offer (the Rights Offer) by MatlinPatterson Global Opportunities Partners LP (MP Global) to acquire rights (Rights) in Anaconda.
The decision is in response to an application by Anaconda for an interim order bringing forward the time at which MP Global had to declare its offer to be unconditional, or to have failed, from 8.00 p.m. on Thursday 13 February, Sydney time, by two hours, to 6.00 p.m. on that day. Anaconda made the application late on Tuesday 11 February, 2003. (all references to times are to Sydney time)
The President considered that shortening the time for acceptances to be lodged and counted towards the success of the bid is a serious decision to make. Given the time available to advise those Anaconda shareholders who may have been considering waiting until the latest possible time to accept the Rights Offer, in order to see if any improved offers are made, the President did not think it was appropriate to shorten that time. He considered there remained some material risk that not all of the Anaconda shareholders would be appropriately informed of the shortened time. If the application had been made with several days in which to write to Anaconda shareholders informing them of the shortened time the decision on the application may have been different, especially as the time between the announcement by MP Global at 8.30 on Thursday evening if its offers have become unconditional and the close of the Rights Offer at 12.00 midnight is very short.
The President was assisted by the advice from MP Global and Anaconda of the arrangements that they have agreed to facilitate acceptance by Anaconda rights holders in that short period. They include:
- MP Global will ensure that the registry for lodging applications under its Rights Offer is open for rights holders until 12 midnight on Thursday 14 February;
- Anaconda will post MP Global's announcement as to the status of its offers onto the Anaconda website by 8.30 p.m. for Anaconda rights holders to be informed of the status of MP Global's offers;
- MP Global will ensure that its announcement will be posted by ASX on the ASX Company Announcements Platform (with the assistance of Anaconda as a Listed Entity if required);
- Anaconda will assist MP Global by accepting faxed copies of acceptances for MP Global's Rights Offer and faxed copies of the Rights Issue Prospectus Entitlement and Acceptance Forms (in respect of acceptances of Offer Alternative 2) and of MP Global's Renunciation Form and Exercise Notice (Appendix E). This will allow, in turn, MP Global to accept facsimile acceptance of its Rights Offer. However, these provisions are subject to the acceptor providing an original acceptance within a short period after, to allow Anaconda to verify and reconcile original acceptances against the facsimile versions.
The President of the Panel sat on the interim order application by himself, as is provided for under section 657E of the Corporations Act for cases where it is impractical to appoint a Sitting Panel for a request for an interim order.
The Panel will post the reasons for this decision on its website when they have been drafted and settled.
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
