The Takeovers Panel (Panel) received an application dated 22 December 2004 from Lenvat Pty Limited (Lenvat), a major shareholder of Lachlan Farming Limited (LFL), in relation to the affairs of LFL.
Lenvat alleges that unacceptable circumstances exist in relation to the 1 for 1.19 rights issue currently being conducted by LFL, the terms of which were set out in a prospectus dated 17 September 2004.
The Rights Issue is partially underwritten by Rural Funds Management Limited (RFM) as responsible entity of the RFM Australian Cotton Fund (ACF). RFM has agreed to underwrite 14 million of the 18 million shares proposed to be issued under the Rights Issue. Under the terms of the Rights Issue, LFL shareholders may apply to subscribe for any shares not taken up by other shareholders in the initial offer (Shortfall Facility).
Lenvat advises that it has concerns that the Rights Issue and RFM’s underwriting may affect the control of LFL and has sought orders in relation to the terms of the Shortfall Facility. Lenvat has also sought orders relating to various disclosure issues in the Rights Issue prospectus which it has raised in its application. Lenvat has also sought an order delaying the closing date of the Rights Issue.
The Panel has not decided whether to conduct proceedings in relation to Lenvat’s application, nor has it sought the views of any of the parties. Therefore the Panel has formed no views on the merits of the application.
The President of the Panel has appointed Simon Mordant, Karen Wood and Robyn Pak-Poy as the sitting Panel in these proceedings.
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501