Panel Publishes Final Guidance on Trust Schemes

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The Takeovers Panel has today published its Guidance Note on Trust Schemes. The final version has been significantly amended in response to comments received when the Panel released a draft for public consultation.

The Guidance Note is based on the Panel’s views that it has the power to examine whether a merger of listed unit trusts (and other listed managed investment schemes) involves unacceptable circumstances, but that these mergers may be effected by any lawful and effective means provided that the policies and protections contained in Chapter 6 of the Corporations Act 2001 (Cth) are not thereby avoided.

The Panel has taken the opportunity not only to provide guidance on this issue but also on the disclosure and structural aspects of these transactions, using as a guide the approach of the Courts in supervising those schemes of arrangement between companies and their members which are functionally equivalent to a takeover.

The Guidance Note points out that the analogy between a company scheme and a trust merger scheme is imperfect because of the lack of a body like the Court exercising a supervisory review over a trust scheme. For this reason, the Guidance Note suggests that more of the provisions of Chapter 6 of the Act should be adopted in amended form in Trust Schemes so as to ensure that unacceptable circumstances do not arise.

The Panel has also published on its website a paper that sets out its response to the external comments that the Panel received on the consultation draft.

The Panel would like to thank the Trust Schemes Sub-Committee (Current Panel members: Alison Lansley, Simon Mordant and Robyn Pak-Poy ; former Panel member: Maxine Rich; and external participant: Greg Paramor) for their work.

The Trust Schemes Guidance Note is available on the Takeover Panel’s website at Guidance and the Public Consultation Response Statement is available at Consultation.

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