Tranzact Financial Services Limited - Panel Declines to Conduct Proceedings

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The Panel has declined to conduct proceedings on an application dated 17 January 2014 from London City Equities Limited in relation to the affairs of Tranzact Financial Services Limited.

Tranzact is currently the subject of an off-market ($0.12 per share) cash takeover bid from Gro-Aust Holdings Limited.

The Panel declined to conduct proceedings, concluding that there was no reasonable prospect that it would make a declaration of unacceptable circumstances because, among other things:

  • The issues raised in the application regarding the expert report were predominately in relation to immaterial matters and matters of judgment in respect of which experts might reasonably disagree.
  • The applicant's withdrawal from the market at $0.10 on or before 16 October 2013 did not in the Panel's view result in misleading disclosure of the bid premium that would require remedial action.
  • It was not apparent that Tranzact shareholders were rushed into accepting the offer.
  • In the Panel's view, it was not apparent that ASIC's policy on joint bids would apply in these circumstances.

The sitting Panel was Geoff Brunsdon, John Humphrey and John Keeves (sitting President).  The Panel will publish its reasons for the decision in due course on the Panel's website.

Allan Bulman
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3597