Village Roadshow Limited 02 - Conclusion of Panel Proceedings Without Making Declaration

Release number


The Panel advises that it has concluded the proceeding (the Proceeding) arising from the application (the Application) from Boswell Filmgesellschaft mbH (Boswell) dated 15 June 2004 alleging unacceptable circumstances in relation to the affairs of Village Roadshow Limited (VRL) and in particular, VRL’s on-market buy-back of ordinary shares, which was initially announced on 28 May 2004 (the Buy-back). The Application was described in more detail in the Panel’s previous announcement dated 15 June 2004.

The Panel considered that at the time of the Application, holders of VRL ordinary shares had not been given enough information to enable them to assess the merits of the Buy-back, and that as a result, the acquisition of shares under the Buy-back would not take place in an informed market.

The Panel invited VRL to provide further information to the market in order to alleviate the Panel’s concerns. VRL accepted this offer by making an announcement on 1 July 2004 (1 July Announcement) which provided additional information in relation to the Buy-back. The 1 July Announcement was reviewed by the Panel prior to its release. The Panel also invited comments on the 1 July Announcement from the other parties to the Proceeding.

At the Panel’s request, VRL agreed that it would not acquire any shares under the Buy-back until one trading day after the release of the 1 July Announcement, in order to allow the market adequate time to digest its contents.

Following the release of the 1 July Announcement, the Panel concluded the Proceeding on the basis that it was not necessary or appropriate to make a declaration of unacceptable circumstances and that no order was required.

The sitting Panel comprised Andrew Lumsden (sitting President), Chris Photakis (sitting Deputy President) and Denis Byrne.

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