TP03/041
The Takeovers Panel has today received an application from CPT Manager Limited (as responsible entity for Centro Property Trust) (Centro) for a declaration under section 657A of the Corporations Act (Act) of unacceptable circumstances and orders in relation to the affairs of AMP Shopping Centre Trust (ART).
Centro has made a takeover bid dated 20 March 2003 for all of the units in ART.
The application relates to the issue of whether Centro replacing AMP Henderson Global Investors Limited (AMPH) as the responsible entity of ART would trigger pre-emptive rights in co-ownership agreements (Pre-Emptive Rights). The agreements relate to a number of very significant "super-regional" shopping centres in which ART has investments. If triggered, those clauses would enable interests associated with AMP Life Limited to acquire the interests in those shopping centres which are now held by ART.
Centro's bid is subject to defeating conditions which would be triggered if such pre-emptive rights were exercised.
The parties disagree whether replacement of the responsible entity of ART would trigger the Pre-Emptive Rights. AMPH says that it would, Centro that it would not.
Centro has sought:
- a reference to the Court, under section 659A of the Act, of the construction of the co-ownership agreements,
- a declaration of unacceptable circumstances because of the lack of clarity in the market about the effect of the co-ownership agreements, and
- orders for additional disclosure and perhaps otherwise to resolve the situation, depending on the Court's decision on the co-ownership agreements.
The Panel has not yet sought the views of AMPH on the issues so has not yet formed any views on the issues.
The President of the Panel is assembling a sitting Panel.
Nigel Morris,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
