TP03/070
The Takeovers Panel advises that yesterday it received an application from the Roslyndale Syndicate (Roslyndale) seeking a declaration of unacceptable circumstances in relation to the affairs of PowerTel Limited (PowerTel). The application relates to the takeover bid announced by TVG Consolidation Holdings SPRL (TVG) for all of PowerTel's shares.
TVG announced its takeover bid on 10 June 2003. TVG's bid was a rival proposal to a proposal by Roslyndale which was not approved on 2 July 2003 by PowerTel shareholders under Item 7 of section 611 of the Corporations Act (the Act).
On 25 July 2003, WilTel (PowerTel's major shareholder) made an offer to PowerTel to forgive subordinated debt of A$16 million (plus accrued interest) and intercompany debt of $A5.3 million (plus accrued interest) owed by PowerTel to WilTel in consideration for a payment of A$10 million by PowerTel to WilTel.
On 26 July 2003, TVG varied its bid by waiving the condition that the PowerTel Debt be acquired by TVG on terms set out in the bidder's statement.
Roslyndale asserts that by waiving the condition TVG has given WilTel a benefit that is likely to induce WilTel to accept TVG's offer in breach of section 623 of the Act. Roslyndale also asserts that there is an agreement, arrangement or understanding between TVG, WilTel and/or PowerTel in breach of section 606 of the Act.
The President of the Panel is in the process of appointing a sitting Panel to consider the application.
The Panel has not yet sought the views of the parties affected by the application and so has not yet formed any views in relation to it.
George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553
