TP04/001
The Panel has received an application from Novus Petroleum Limited (NVS) dated 6 January 2004 alleging unacceptable circumstances in relation to the off-market takeover bid by Medco Energi (Australia) Pty Ltd (MEAPL) for all of the issued ordinary shares in NVS (Bid).
NVS alleges that unacceptable circumstances arise from, among other things:
- Deficiencies in MEAPL’s bidder’s statement, specifically it contains no information as to whether MEAPL intends to, or has the ability to, refinance notes issued by NVS in the United States (NVS US Notes).
- Deficiencies in the summary of the valuation report prepared by Madani Securities (Madani Report) included in the bidder’s statement.
- That MEAPL has not stated whether it will waive the condition of the Bid (set out in section 10.6(g) of the bidder’s statement) (Fees Condition) with respect to confirmation of fees payable by NVS under the terms of the NVS US Notes if the Bid leads to a change in control of NVS.
NVS sought interim orders:
- preventing dispatch of the bidder’s statement and any supplement to it to shareholders for a period of 7 business days or until the Panel makes a final decision in relation to its application; and
- that MEAPL provide to NVS, by 9am on Friday, 9 January 2004, a complete copy of the Madani Report together with an English translation of the complete report.
NVS also seeks final orders that MEAPL:
- confirm in writing to NVS within 2 business days of the Panel’s final decision the waiver of the Fees Condition; and
- prepare a replacement bidder’s statement to include detailed additional disclosures to rectify the issues raised by NVS in its application.
The President of the Panel has appointed Nerolie Withnall, Jennifer Seabrook and Carol Buys as the sitting Panel to consider the application. The Panel has decided to conduct proceedings.
The Panel has received submissions from NVS and MEAPL concerning the interim orders sought by NVS and has decided not to make any interim orders preventing dispatch of the Bidder’s Statement on the basis that, pursuant to Guidance Note 4, any deficiency shown to exist can be adequately dealt with by subsequent disclosure and that NVS can ensure, by suitable disclosures to the market and its shareholders, that shareholders are aware of the existence of its concerns relating to the bidder’s statement.
The Panel notes the supplementary bidder’s statement dated 2 January 2004, in which MEAPL discusses its position with respect to the Fees Condition and indicates that it would be premature for it to make a decision whether to waive the Fees Condition until it has received further information, but that its aim is to decide at the appropriate time whether it will waive the condition, and to inform NVS shareholders of that decision.
George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3553
george.durbridge@takeovers.gov.au
