FKP Limited Bid For Forest Place Group Limited: Panel Receives Application

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The Panel has received an application from Peter Joseph O’Shea and John Patrick O’Shea dated 7 January 2004 alleging unacceptable circumstances in relation to the affairs of Forest Place Group Limited (FPG).

The applicants allege that unacceptable circumstances arise as a result of entry by two of the directors of FPG, Francis Withey and Ian Fraser (the Directors), into a pre-bid agreement with FKP Limited (FKP) (Pre-bid Agreement) on 7 November 2003.

The Pre-bid Agreement provides for FKP to make a takeover offer for all of the issued capital of FPG (this bid has been made and is still open). Conditional on the bid becoming unconditional, it also provides for FKP to make payments to companies controlled by the Directors in consideration of the termination of a marketing agreement and a design and construction agreement with FPG (Marketing and Design & Construction Agreements) and the assignment of rights under certain related agreements.

The applicants seek an order that the parties to the Pre-bid Agreement be prevented from performing the clause of that agreement that provides for the termination of the Marketing and Design & Construction Agreements and monetary consideration for the termination of those agreements.

The Panel has not yet sought the views of other persons potentially involved in the application and has therefore formed no views on the application.

The President of the Panel is appointing a sitting Panel to consider the application.

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