TP04/098
The Panel announces that it has received an offer of two undertakings from Bruandwo Pty Ltd (Bruandwo) in response to an application from CMM Hotel & Retail Investments Pty Ltd (CMM) under section 657C of the Corporations Act in relation to the affairs of Australian Leisure & Hospitality Group Limited (ALH) and Bruandwo's current takeover offer for ALH.
The Panel set out the nature of the applicants' concerns in its media release TP04/95 of 18 October 2004.
CMM has subsequently raised additional concerns following Bruandwo’s announcement of 19 October 2004, including a concern that Bruandwo might have established an ‘acceptance facility’ but not disclosed the existence or terms of such a facility to the market.
In response to the application, and discussions with the Panel Executive, Bruandwo has offered to the Panel two undertakings in relation to its takeover bid. Bruandwo advised the Panel that it was offering the undertakings in the interests of reducing the issues which the Panel is required to consider in these proceedings and therefore providing ALH and the market with a decision as quickly as possible. The undertakings are that:
- Bruandwo has not currently established an "acceptance facility" for ALH shareholders who wish to accept a Bruandwo offer for at least $3.40 per ALH share but not $3.15. However, Bruandwo may wish to establish an acceptance facility to operate in conjunction with its conditional increased price proposal. If it does, Bruandwo undertakes to the Panel to disclose to the market the material terms and other details of any such facility.
- Bruandwo will offer each shareholder who accepted its takeover offers during the period between 2.13pm on 18 October 2004 (when ASX released Bruandwo's announcement of its price proposal) and 6.00pm (the original deadline to trigger one aspect of its price proposal), the opportunity to withdraw the acceptance if the shareholder so chooses.
The Panel considers that the undertakings which Bruandwo has offered will resolve most of the concerns in CMM's application which the Panel considered ought to be addressed. However, the Panel considers that there remain a small number of uncertainties following from Bruandwo's announcements of 18 and 19 October 2004 which should be resolved before it may fully dispose of these proceedings. Therefore, although the Panel currently considers that most of the major issues have been resolved it has decided to proceed with expedited proceedings to resolve the remaining issues of uncertainty.
In its letter offering the undertakings, Bruandwo raised the issue of the timing of the advice which CMM has told ALH shareholders that it will give them as a response to Bruandwo's conditional increase to its bid consideration. Bruandwo asserted that CMM’s advice should be given in a timely manner to ensure that ALH shareholders have sufficient time to consider it and the current revised Bruandwo offer together. The Panel has raised the issue with the parties in the proceedings.
The President of the Panel has appointed Jennifer Seabrook, Ian Ramsay and Elizabeth Alexander AM to constitute the sitting Panel to consider the application.
In due course, the Panel will publish on its website its reasons for its decision in these proceedings, including its decision to make interim orders on 18 October 2004.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
