TP04/021
The Panel announces that on 11 March 2004, it received an application from Mr Gregory Bright pursuant to section 657A of the Corporations Act 2001 (Cth) (the Act) for a declaration of unacceptable circumstances in relation to the affairs of InvestorInfo Limited (INV).
Mr Bright is a shareholder and former director of INV. Mr Bright alleges that the pro rata renounceable rights offer by INV (Rights Offer), which is being fully underwritten (Underwriting) by Mr Anthony Young, a director and shareholder of INV, allows Mr Young to acquire control over voting shares of INV in a way that is not effective or competitive. Mr Bright also alleges that the Underwriting does not allow other INV shareholders to have a reasonable and equal opportunity to participate in any benefits accruing to Mr Young.
Mr Bright seeks interim orders to prevent INV from allotting any shares on exercise of the rights under the Rights Offer, pending determination of the application.
Mr Bright also seeks final orders to protect the rights or interests of Mr Bright and the other INV shareholders (other than Mr Young) who are effected by the circumstances. In particular, Mr Bright seeks an order that:
- the Rights Offer be prevented from proceeding;
- in the alternative, Mr Young be prevented from acting as the underwriter under the Rights Offer and that Mr Young be prevented from receiving the fees for acting as underwriter; or
- in the alternative, INV obtain shareholder approval of the Rights Offer and the Underwriting, having regard to Chapter 2E of the Act.
The Panel has not decided whether to conduct proceedings in relation to the application and makes no comment on the merits of the application. It also notes that it has not received submissions from the other parties to the application and it is, therefore, unaware of their views.
Leslie Taylor, Peter Scott and Mark Paganin have been appointed as the 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
george.durbridge@takeovers.gov.au
