CSP01/053
The Namakwa 4 Panel has refused an application reviewing a decision by the Namakwa 3 to decline to commence proceedings to consider an application. The application concerned a valuation in Namakwa's target's statement in the takeover bid announced by Majestic Resources on 15 March for all of the shares in Namakwa Diamond Company NL. The application for review was made by Majestic, on 15 May 2001. Majestic had made the Namakwa 3 application.
The Namakwa 4 Panel decided that the Namakwa 3 decision was consistent with the decision in Namakwa 2. It considered that the deficiencies that the Namakwa 2 Panel identified in the Majestic bidder's statement were materially different to those alleged in the Namakwa 3 application. The Namakwa 3 application alleged deficiencies in the valuation of Namakwa of shares in Namakwa's target's statement.
The Namakwa 4 Panel decided that the valuation criticised in Namakwa 3 contained sufficient description of the assumptions used in the valuation to enable readers to assess the uncertainties in those assumptions and the valuation.
The Namakwa 4 Panel affirmed the Namakwa 3 Panel's view that the nature of the matters raised in Majestic's application meant that they may be appropriately raised by Majestic in a response to Namakwa's target's statement.
Given the policy issues raised in the application, the Namakwa 4 Panel considered the application over the weekend of 26/27 May even though the bid was due to close on 28 May 2001, with the acceptances well short of the minimum acceptance defeating condition.
The sitting Panel for this matter is, Simon McKeon (President), Professor Ian Ramsay (sitting Deputy President), Elizabeth Alexander AO.
The reasons for the decision will be available on the Panel's website 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
