The Takeovers Panel has today published the reasons for the decision of the Panel in the proceedings (Proceedings) relating to InvestorInfo Limited (INV).
The Proceedings arose from an application made on 23 January 2004 by Mr Gregory Bright, a shareholder of INV alleging that unacceptable circumstances arose as a result of a pro rata renounceable rights offer by INV.
The Proceedings concluded following the issue of a supplementary rights offer prospectus by INV and acceptance by the Panel of undertakings by INV. The conclusion of the Proceedings were announced on 22 April 2004 in Panel media release TP04/29, available on the Panel’s website at: Media Releases
"The Panel has taken the opportunity provided by the proceedings to set out in its reasons an analysis of some of the considerations that it will take into account in assessing whether a rights issue and an underwriting may give rise to unacceptable circumstances," said Les Taylor, President of the sitting Panel.
“The fundamental principle that the Panel has established in these reasons is that it will assess whether the combination of relevant factors surrounding a rights issue means that participation in the rights issue is genuinely accessible to the shareholders in general. This will involve consideration of the terms and pricing of the issue, the disclosure in the prospectus, the behaviour of the issuer, the identity of the underwriter and the terms of the underwriting, among other things,” Mr Taylor continued, “In the Proceedings, the undertakings offered by the underwriter and the enhanced disclosure and participation rights offered to shareholders by INV’s supplementary prospectus satisfied the Panel that the potential for this issue not to be genuinely accessible to the shareholders in general, and hence any potential unacceptable circumstances, had been removed."
The Panel was Les Taylor, Peter Scott and Mark Paganin.
The reasons of the Panel in the Proceedings are available on the Panel’s website at: Decisions.
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3553