TP07/021
The Takeovers Panel advises that it received an application late yesterday from Areva NC Australia Pty Ltd in relation to the affairs of Summit Resources Limited.
On 11 April 2007, Summit and Areva entered into, and announced, an agreement under which Summit was to convene a general meeting to consider, and if thought fit, pass resolutions to approve the issue of shares and options in two tranches to Areva. If approved, upon the second subscription by Areva (allowing Areva to increase its shareholding to 18%), Areva would be appointed to market two-thirds of Summit's share of uranium production from its Australian projects (Areva Transaction).
Summit is the subject of an off-market scrip takeover bid by Paladin Resources Ltd. Paladin's bid is unconditional and has been recommended by the board of Summit.
Areva's application relates to statements by Paladin concerning its intention to vote its shares in favour of the Areva Transaction and subsequent statements by Paladin that it would vote against the Areva transaction, statements by Paladin that Areva says implies that the Areva Transaction would not proceed, and statements by Summit that the Areva Transaction would not proceed.
Areva seeks a declaration of unacceptable circumstances under section 657A(2)(a), or under the new sections 657A(2)(a) and 657A(2)(b) if any proceedings continue past 13 May 2007 when the Corporations Amendment (Takeovers) Act comes into effect. Areva seeks final orders requiring Summit to convene a general meeting to consider the Areva Transaction and requiring Paladin to vote in favour of the Areva Transaction in accordance with its previously stated intention.
The Panel has not decided whether to conduct proceedings in relation to the application and makes no comment on the merits of the application. It also notes that it has not received submissions from other parties to the application and it is, therefore, unaware of their views.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3501
