Skywest 02 - Panel Receives Second Application in Relation to Skywest Limited

The Panel has received a second application from Skywest Limited (Skywest) dated 11 June 2004 alleging unacceptable circumstances in relation to the off-market takeover bid by CaptiveVision Capital Limited (CVC) for all the fully paid ordinary shares in Skywest (the Bid).

Skywest alleges that unacceptable circumstances arise from:

• the terms of the Bid, which give CVC various rights over Skywest shares which are the subject of acceptance by Skywest shareholders while the Bid remains subject to defeating conditions; and
• the fact that CVC did not disclose in its replacement bidder’s statement (which was dispatched to shareholders on 1 June 2004) that CVC had issued a requisition under section 249D of the Corporations Act 2001 (Cth) on 28 May 2004 requesting the directors of Skywest to call a general meeting.

Skywest has sought a declaration of unacceptable circumstances and final orders:

• restraining CVC from exercising any voting rights attaching to Skywest shares the subject of acceptances unless and until the Bid is declared free from defeating conditions; and
• requiring CVC to issue a notice to all Skywest shareholders informing them that they are entitled to attend and vote at general meetings unless and until the Bid is declared free from defeating conditions.

The Panel has not yet sought the views of CVC or other persons potentially involved in the application and has therefore formed no views on the application.

George Durbridge
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3553
george.durbridge@takeovers.gov.au