CSP01/040
The Panel has decided to stay the proceedings brought by Reliable Power Inc (Reliable) in relation to the off market cash takeover offer by Reliable for the ordinary shares in Pinnacle VRB Limited (Pinnacle) and the announcement by Pinnacle on 29 March 2001, that it has granted a licence to Vanteck (VRB) Technology Corp (Vanteck) to market, sell, manufacture and utilise the Vanadium Redox Battery (VRB) technology within Canada, the United States, Central and South America (the Vanteck Transaction).
The Panel's view is that, where a company is subject to a takeover bid and the company wishes to enter into a material transaction which may have the effect of causing the bid not to proceed, as a matter of policy based on section 602(c) of the Corporations Law, shareholder approval of that transaction should be sought prior to the transaction taking effect, unless there are compelling reasons why shareholder approval should not be required.
Following a Panel conference held with the parties on 27 April 2001, Pinnacle informed the Panel that the Pinnacle board had decided to convene a general meeting of the shareholders of Pinnacle to seek ratification of the Vanteck Transaction and a further transaction announced on 11 April 2001, that Pinnacle has granted Int-A-Grid (UK) Ltd a sole and exclusive rights as Pinnacle's agent to promote, develop and market the VRB technology within Europe, Russia and the Middle East.
The Panel has now stayed the proceedings in this matter until after the general meeting of Pinnacle's shareholders has been held.
Nigel Morris
Director, Corporations and Securities Panel
Level 47 Nauru House, 80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
