The Panel has declined to conduct proceedings on an application dated 18 March 2014 from Sunbreaker Holdings Pty Ltd (as trustee for the Lloyd Super Fund) and Graham Geoffrey Walker in relation to the affairs of Argosy Minerals Limited.
The application concerns a 2 for 1 renounceable entitlement offer by Argosy at $0.002 per share and the decision of Argosy's 88.6% shareholder, Discovery Africa Limited, not to participate in the entitlement offer (see TP14/22).
Discovery Africa made a scrip takeover bid for Argosy, which closed on 12 December 2013. The implied value of the bid, based on the last trading day before the announcement of the bid, was $0.038 per Argosy share. There has been thin trading in Argosy shares in the last six months between $0.020 and $0.045.
The Panel questioned the commerciality of the entitlement offer and Discovery Africa's decision not to take up its entitlement. However without evidence that another party or parties could acquire control by reason of or in connection with the entitlement offer, the Panel was unlikely to find the circumstances unacceptable.
The Panel has decided to refer the issues raised in this application to ASIC. If a change of control or potential control in Argosy arises, a fresh application could be made by ASIC or a person interested.
The Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances. Accordingly, the Panel declined to conduct proceedings.
The sitting Panel was Geoff Brunsdon (sitting President), Peter Day and Sarah Dulhunty.
The Panel will publish its reasons for the decision in due course on the Panel's website.
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3597