TP05/027
The Takeovers Panel (Panel) today advised that it has written to Victoria University of Technology (VUT) asking that it show cause to the Panel why the Panel should not commence proceedings against VUT for apparently deliberately breaching binding undertakings that VUT gave to the Takeovers Panel under the Takeovers Panel's Rules for Proceedings.
Written undertakings to the Takeovers Panel are enforceable and binding under section 201A of the ASIC Act.
The undertakings related to an application dated 15 February 2005 from VUT in relation to a rights issue (Rights Issue) being undertaken by iP3 Systems Limited (iP3), a company in which VUT is a 46.6% shareholder.
VUT, through its solicitors Clayton Utz, gave a binding undertaking to the Panel that it would not disclose any confidential information received during the Panel Proceedings. VUT also gave a binding undertaking that it would not publish any report concerning incomplete proceedings.
Following an email from iP3 to its shareholders and the Panel, and copied to the other parties as the Panel requires, VUT published a media release publicising that information and preempting a decision of the Panel that the Panel had not made. In addition, the Panel considers that VUT presented the proceedings in a manner that was not calculated to give a balanced and impartial view and which presumed a decision by the Takeovers Panel that had not been made and while the Panel's proceedings were still on foot.
The Panel is extremely concerned and disappointed that a significant tertiary educational institution such as VUT would breach a binding undertaking to a statutory body such as the Takeovers Panel for apparently essentially tactical commercial motives in a dispute with a commercial entity over intellectual property.
Nigel Morris
Director, Takeovers Panel
Level 47, 80 Collins Street
Melbourne, VIC 3000
Ph: +61 3 9655 3501
