The Panel has received an application from Village Roadshow Limited (VRL) dated 23 January 2004 alleging that unacceptable circumstances arise as a result of alleged contraventions of section 672B of the Corporations Act 2001 (Cth) (Act).
VRL allege that its shareholder Boswell Filmgesellschaft mbH (Boswell) and Boswell's sole shareholder Rosco Film GmBH (Rosco) and sole director Mr Hans Brockmann have failed to disclose information required to be disclosed with respect to their relevant interests in VRL shares and any instructions received with respect to the acquisition or disposal of the shares.
VRL seeks orders that:
- Boswell, Rosco and Mr Brockmann disclose the identity of any person or persons using them as a "front" and any instructions they have received in relation to that purpose; and
- If the Panel considers that either or both:
- the conduct of the persons behind Boswell, Rosco and Mr Brockmann; and
- the failure of either or all of Boswell, Rosco and Mr Brockmann to properly respond to the tracing notices and the fact that this led to VRL and the market being uninformed,
was unacceptable, the votes of the persons behind Boswell, Rosco and Mr Brockmann be disregarded for the purpose of determining whether the resolutions put to the meetings of VRL on 21 January 2004 were passed.
VRL have suggested in its application that:
'An option open to the Panel would be to order that the poll on the buy-back resolution be reconducted at a reconvened general meeting with the persons behind Boswell prohibited from voting against the resolution.'
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.
Michael Tilley, Andrew Lumsden and Denis Byrne have been appointed as the sitting panel to consider the application.
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3553