TP03/051
The Panel advises that it has today made orders in the proceedings in relation to Cobra Resources Limited.
Mr. Terry Stephens has agreed to consent orders from the Panel that he not proceed with the takeover which he announced on 28 April 2003 and 5 May 2003. The orders result from an application from the Australian Securities and Investments Commission on 16 May 2003.
The Panel considered that the confusion which Mr. Stephens' announcements had caused in the market for Cobra shares, which was largely due to his failure to seek qualified advice prior to making his announcements, and then subsequently when ASIC advised him of deficiencies in his announcements, caused unacceptable circumstances in relation to the affairs of Cobra.
The Panel said that in the interest of efficient, competitive and informed markets, persons announcing or commencing public takeovers will normally require proper, experienced advice.
Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House
80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
Corporations ACT ACT 2001
Sections 657A and 657D
Declaration and Orders
In the matter of Cobra Resources Limited the Panel finds that:
A. On 28 April 2003 Mr. Terry Stephens gave a notice (Notice) to Cobra Resources Limited (Cobra) of his intention to make a takeover bid for all of the shares in Cobra (Bid);
B. The Notice was released by Cobra to Australian Stock Exchange Limited (ASX);
C. On or about 7 May 2003 a document from Mr. Stephens entitled `Bidder's Statement,' setting out the Bid referred to in the Notice, was given to Cobra. Cobra then released that document to ASX;
D. It is likely that the Notice and Bidder's Statement contravened various sections of Chapter 6 of the Corporations Act (Act);
E. In particular the Bidder's Statement did not address the issues required by section 636 of the Act;
F. The Notice and Bidder's Statement created a degree of confusion in the market for Cobra shares and frustrated the principle set out in section 602(a) of the Act that the acquisition of control over the voting shares in a listed company take place in an efficient, competitive and informed market.
Therefore, the Takeovers Panel:
(a) declares that the circumstances set out above are unacceptable circumstances in relation to the affairs of Cobra; and
(b) orders that Mr. Stephens not proceed with the Bid, and not make or announce any other bid for Cobra, before he has lodged a fresh bidder's statement with the Australian Securities and Investments Commission (ASIC), and been informed in writing by an officer of ASIC occupying the position of Assistant Director of Corporate Finance or Corporate Finance Counsel that he or she has accepted the document for lodgement.
Dated 23 May 2003
Kevin McCann
Sitting President
Cobra Resources Proceedings
