CSP01/076
The Panel has today made interim orders restraining any further dealings in various shares, including those which are the subject of the disputed acceptances in the application by Ronay Investments Pty Ltd and Mr David Pethard for a declaration of unacceptable circumstances received on 26 September 2001 (the Pinnacle No.10 application).
Ronay alleges that CSFB, Ronay's broker, erroneously and mistakenly authorised acceptance of Vanteck's bid by Ronay and a number of other Pinnacle shareholders. Ronay states that it did not authorise CSFB to accept the bid. Ronay also complains that Vanteck has refused to consent to a reversal of the transaction which is necessary under the SCH Business Rules before the acceptances could be reversed.
The Panel has decided that its interim orders should also apply to the shares of the other Pinnacle shareholders whose shares were accepted into the Bid at the same time as Ronay's. The interim orders require:
- Pinnacle not to register any transfer or transmission of Ronay's Pinnacle shares or the Pinnacle shares of other affected Pinnacle shareholders (Disputed Shares);
- Vanteck and ASX Perpetual Registrars Limited (Vanteck's registrar in Australia) not to take any action to complete any transfer of the Disputed Shares to Vanteck;
- The securities clearing house not to take any action to complete any transfer or reversal or withdrawal of the Disputed Shares to Vanteck or any other person;
- Vanteck and the Pinnacle shareholders not to exercise any voting rights or other rights attached to the Disputed Shares;
- Vanteck not to take any further steps to issue or complete the issue of any ordinary shares in Vanteck as consideration for the Relevant Shares under the Bid;
- The Pinnacle shareholders not to deal in the Vanteck shares issued to them as consideration in any way or to exercise any voting rights or other rights attached to those shares;
- Vanteck not to make any statements that Mr Pethard or Ronay have accepted Vanteck's offer without also saying that Mr Pethard and Ronay have applied to the Panel for reversal of the disputed acceptances.
The interim orders apply for 2 months from today, or until the Pinnacle No.10 application has been determined by the Panel.
While the Panel is considering the issues raised in Mr Pethard's and Ronay's application and the steps in the SCH bid acceptance process, it is important for the parties' rights to be maintained in their current position.
The Panel will issue a brief to parties seeking submissions in relation to the application shortly.
Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
nigel.morris@takeovers.gov.au
