The Takeovers Panel advises that it has received an application from Fexco Investments Australia Limited (Fexco), Fexco Money Transfer Limited, FEXCO, Mr Geoff Bell and Mr Peter Jess (the Applicants) pursuant to section 656A of the Corporations Act 2001 (Cth) for a review of a decision by the Australian Securities & Investments Commission (ASIC).
The Applicants have made a joint takeover bid for Prudential Investment Company of Australia Limited (PICA). The bid is structured so that Fexco is the bidder, with Fexco acquiring the rights and interests in PICA shares under the bid on trust for the other Applicants in specified proportions.
To facilitate the bid, the Applicants sought, and obtained, relief (the Relief) from ASIC on 19 May 2003 from section 606 of the Corporations Act. The Relief included various conditions, including a condition (the Condition) which required the bid to be subject to a non-waivable defeating condition to operate if acceptances are not received from at least 50.1% of PICA shareholders not associated with the Applicants at the commencement of the bid period.
On 11 September 2003, Fexco subsequently sought a modification to the Relief to allow the Condition to be satisfied if Fexco received acceptances for 50.1% of the PICA shares in respect of which the Applicants did not have a relevant interest at the commencement of the bid period. An earlier modification of the Relief had been granted by ASIC on 28 August 2003.
ASIC refused to grant the modification requested by Fexco. That decision by ASIC is the decision in relation to which the Applicants are seeking review by the Panel.
The President of the Panel is in the process of appointing a sitting Panel to consider the application. Consequently the Panel has not yet formed any views in relation to the application or whether to conduct proceedings in relation to it.
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553 Fax: +61 3 9655 3511