TP03/100
The Takeovers Panel advises that it has received an application from SecQR Limited (SecQR) for a declaration of unacceptable circumstances under section 657A of the Corporations Act (Act) in relation to the affairs of QR Sciences Ltd (QR Sciences).
QR Sciences is an unlisted public company. SecQR is a substantial shareholder in QR Sciences.
The application concerns, amongst other things, a non-renounceable rights issue in QR Sciences, the proceeds of which would be used to repay a debt to QRSciences Holdings Ltd (Holdings). Holdings is the major shareholder in QR Sciences. The debt was due to be repaid by 31 July 2003.
SecQR alleges that unacceptable circumstances exist, amongst other things, because the rights issue does not comply with Item 10 of section 611 of the Act (the rights issue exception to the 20% threshold prohibition). SecQR submits that the rights issue is an attempt by Holdings to disproportionately increase its shareholding in QR Sciences.
SecQR seeks interim and final orders restraining QR Sciences from issuing shares to Holdings under the rights issue, if this would result in Holdings increasing its current voting power in QR Sciences.
The President of the Panel is in the process of appointing a sitting Panel to consider the application. Consequently the Panel has not yet formed any views in relation to the application or whether to conduct proceedings in relation to it.
George Durbridge,
Director, Takeovers Panel
Level 47 Nauru House,
80 Collins Street, Melbourne VIC 3000
Ph: +61 3 9655 3553 Fax: +61 3 9655 3511
george.durbridge@takeovers.gov.au
