TP03/065
The Takeovers Panel advises that it today received an application from the Roslyndale Syndicate (Roslyndale) seeking a declaration of unacceptable circumstances in relation to the affairs of PowerTel Limited (PowerTel). The application relates to the takeover bid announced by TVG Consolidation Holdings SPRL (TVG ) for all of PowerTel's shares.
TVG announced its takeover bid on 10 June 2003. TVG's bid was a rival proposal to a proposal by Roslyndale which was not approved on 2 July 2003 by PowerTel shareholders under Item 7 of section 611 of the Corporations Act.
Roslyndale asserts that the form of TVG's takeover bid means that it should not be allowed to proceed without approval of non-associated PowerTel shareholders. It suggests that the offer will only be attractive to WilTel Communications Group (WilTel), PowerTel's largest shareholder. On that basis, Roslyndale suggests that the offer should be subject to a resolution of non-associated shareholders, or subject to a non-waiveable 50.1% minimum acceptance condition.
Roslyndale has also suggested that TVG has been provided with information, including some forecast information, concerning PowerTel, which it has not included in its bidder's statement but which should be included.
The President of the Panel has appointed Alison Lansley, Chris Photakis and Carol Buys as the sitting Panel to consider the application.
The Panel has not yet sought the views of the parties affected by the application and so has not yet formed any views in relation to it.
Nigel Morris,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3501
