Anzoil NL 02 - Panel Publishes Reasons in Relation to Anzoil (No.2) Proceedings

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The Panel has today published the reasons for its decision in the review proceedings in relation to Anzoil NL.

The proceedings concerned an allegation that one shareholder in Anzoil had agreed to purchase shares in Anzoil from another shareholder in excess of the 20% limit in section 606 of the Corporations Act, with a view to exercising control of the company together with associates, by changing the board at Anzoil's annual general meeting for 2002 (the AGM).

At first instance, the Panel accepted that those allegations had substance, but because the share sale agreement was terminated by agreement of the parties to the agreement, the only order the Panel made was to restrain those parties and other people found by the Panel to be associated with them from voting at the AGM. This decision has been published as In the matter of Anzoil NL (No. 1).

Anzoil applied for review of that decision, seeking an order vesting the shares held by the parties to the share sale agreement, to prevent them from using their combined voting power to take control of the company by other means. After that application was made, the parcel of shares to which the share sale agreement related was sold, and Anzoil sought to withdraw the application.

The review Panel decided that the orders made in Anzoil (No. 1) had been appropriate when they were made, but in the light of the changed shareholdings it varied those orders to allow one of the associates to stand for election to the board and to vote his shares at the AGM.

The sitting Panel in the Anzoil (No. 2) proceedings was Annabelle Bennett, Nerolie Withnall and Scott Reid.

The reasons are available on the Panel's website.

George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3553

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