The Panel announces that it has received an application from Radio Australia Pty Ltd and its associate Andros Nominees Pty Ltd (collectively, Radio Australia), pursuant to section 657A of the Corporations Act 2001 (Cth) (the Act) for a declaration of unacceptable circumstances in relation to the affairs of Data & Commerce Ltd (DCL).
Radio Australia Pty Ltd and Andros Nominees Pty Ltd hold 26,549,000 and 2,859,423 ordinary shares in DCL respectively, giving Radio Australia a voting power of 19.99% of the total issued capital of DCL.
On 14 April 2004, DCL lodged a prospectus for a non-renounceable rights offer (Rights Offer), underwritten by Rentamobile Pty Ltd (Rentamobile) to the extent of 119,842,526 shares (representing approximately 81% of the offer). Radio Australia alleges that the Rights Offer may allow Rentamobile to acquire a substantial holding in DCL and obtain control of DCL in circumstances where there was insufficient disclosure relating to Rentamobile and its intentions; an unreasonably short period of time for DCL shareholders to consider the Rights Offer; and no DCL shareholder approval to the acquisition of DCL shares by Rentamobile.
Radio Australia seeks final orders preventing DCL from accepting entitlement and acceptance forms under the prospectus unless and until DCL provides additional information in relation to Rentamobile (including its intentions, its funding to underwrite the Rights Offer and general disclosure of Rentamobile and its business) and that DCL extend the period of the Rights Offer. Alternatively, Radio Australia seeks final orders preventing the issue of any shares to Rentamobile which would have the effect of causing its voting power in DCL to exceed 19.9% (unless DCL shareholder approval is obtained in accordance with section 611 item 7 of the Act) or preventing the issue of any shares to Rentamobile under the Rights Offer.
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.
Andrew Knox, Michael Ashforth and Simon Withers 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