TP04/087
The Panel announces that it today received an application from three shareholders in Emperor Mines Limited (Emperor) - Power Treasure Limited, Phoenix Gold Fund Limited and Floreat Fund Limited (the Applicants) – under section 657C of the Corporations Act.
The Applicants allege that unacceptable circumstances exist in relation to the affairs of Emperor. The alleged unacceptable circumstances include:
- the terms of a 4 for 10 non-renounceable rights issue (Rights Issue) to be made by Emperor;
- the terms of an agreement (Shortfall Agreement) between Emperor and a wholly owned subsidiary of Durban Roodeport Deep, Limited (DRD) under which DRD has agreed to apply for any shortfall under the Rights Issue (subject to certain conditions); and
- the likely effect of the Rights Issue and Shortfall Agreement on control of Emperor.
Durban Roodeport Deep, Limited is the largest shareholder in Emperor.
The Applicants seek final orders including:
- that the Rights Issue be prevented from Proceeding;
- that Emperor obtain non-associated shareholder approval of the Rights Issue and the Shortfall Agreement; and
- that the Rights Issue be made renounceable and accessible to all shareholders in Emperor and the Rights Issue timetable be amended accordingly.
The Panel has not yet sought the views of Emperor, DRD or other persons potentially involved in the application and has therefore formed no views on the application.
Alison Lansley, Michael Ashforth and Louise McBride have been appointed as the sitting panel to consider the application.
Nigel Morris
Director, Takeovers Panel
Level 47 Nauru House, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
